Mary Kay v. Woolf

Does California law apply to a distribution contract despite an explicit choice of law clause naming another state, and was Woolf an employee or independent contractor?


The Texas Court of Appeals held that Texas law should have been applied, and that Woolf was an independent contractor, thus overturning the district court. The application of Texas law to the case would not violate the fundamental principals that California had chosen to embody by enacting the statute under which Woolf had sued. The California statute explicitly denied relief to independent contractors, and the distinction between an employee and an independent contractor was the fundamental question to be evaluated by the court. Woolf had argued that California law applied, and that she was an employee. But the court disagreed with the order of evaluation. The fundamental question was the employee/independent contractor distinction, one that California and every other state recognized. By answering this question first, California law was not frustrated, and Woolf's arguments to defeat the choice of law clause in her distributor agreement failed. She was an independent contractor because she controlled nearly every aspect of her distributorship without interference from Mary Kay. Significant control by Mary Kay was necessary to finding an employment relationship.

The case and case summary are also available online at:

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Reference Info:State, 5th Circuit, Texas | United States

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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