Segal

MEMORANDUM **

Defendant Richard Segal timely appeals the district court’s award of summary judgment to Plaintiff Ford Motor Credit Company.

1. Michigan law applies, as the parties’ contract provides. In this diversity case we look to the forum state’s choice-of-law rules. Patton v. Cox, 276 F.3d 493, 495 (9th Cir.2002). Under California law, a choice-of-law provision in a commercial contract is enforced if the chosen state has a substantial relationship to the parties or their transaction unless the chosen state’s law is contrary to a fundamental California policy. Nedlloyd Lines B.V. v. Superior *168 Court, 3 Cal.4th 459 , 11 Cal.Rptr.2d 330 , 834 P.2d 1148, 1151-52 (1992).

Plaintiffs principal place of business is in Michigan, so Michigan has a substantial relationship to one contracting party. Also, Michigan’s commercial code is nearly identical to California’s in the relevant particulars, so Michigan law is not contrary to a fundamental California policy.

2. Under Michigan law, the lease did not create a security interest. Applying Michigan Compiled Laws § 440.1201(37), and looking at all the facts in the record, we conclude that the lease is a lease, and is not governed…