934 F.3d 918

IKUTA, Circuit Judge, dissenting:
The proposed classes here comprise employees who reside in at least 19 states, who are suing employers who are headquartered in at least 22 states, relating to work that took place in three different states. Determining whether to certify a class in these cases would (among other things) require identifying the relevant laws of each of the potentially affected jurisdictions, examining each jurisdiction's interest in the application of its own law to determine whether a true conflict exists, and then deciding which jurisdiction's interest would be most impaired if its law were not applied. Sullivan v. Oracle Corp. , 51 Cal. 4th 1191, 1202-03, 127 Cal.Rptr.3d 185, 254 P.3d 237 (2011). No wonder the district court concluded that consideration of the plaintiffs' claims on a classwide basis would be overwhelmed by individualized choice-of-law inquiries.
Yet the majority feels empowered to cut through all these complexities by applying a simple rule of its devise: just apply the law of the jurisdiction where the work took place. Under this simple formula, each class can readily be certified without any fuss. One may admire the simplicity of this rule-but unfortunately, it is contrary to our framework for analyzing the intersection of class action and choice-of-law issues, overlooks the complexity of California's choice-of-law rules, and creates significant practical and logistical problems. I therefore dissent.
I
The plaintiffs in this case are current or former Minor League Baseball players who played during the period from 2009 to 2015. They sued Major League Baseball (MLB) (which they argue is a joint employer of all minor league players) and the MLB Clubs for which they worked for violations of federal and state labor laws, including the federal Fair Labor Standards Act, state minimum wage laws, and state overtime laws. The plaintiffs argue that they were entitled to the minimum wage and overtime rates established by California, Arizona, or Florida for work they performed in those states.
MLB is an unincorporated association headquartered in New York. The MLB Clubs, which are corporate entities that own MLB teams, are members of the MLB. All told, there are 30 MLB Clubs, based in 17 states throughout the United States (with one Club located in Canada). The MLB Clubs employ around 6,000 minor league players. Each of these players signs a Uniform Player Contract, which governs the employment relationship between the player and an MLB Club. The Uniform Player Contract contains a New York choice-of-law provision.
Each MLB Club is associated with at least six minor league affiliate teams; most Clubs have seven or eight. Minor league affiliate teams are loose associations or groups, rather than corporate entities; they do not function as employers. The minor league teams are located in one of 44 different states.
Each spring, each Major League Club sends its minor league players to spring training in either Arizona or Florida. Following spring training, the Club assigns selected employee-players to play on one or more of its minor league affiliate teams. Employees who are not selected to play on an affiliate team remain at the Arizona or Florida facilities for extended spring training. The Clubs reassign their employee-players to different minor league affiliate teams throughout the five-month championship season, sometimes playing on a minor league team for only a single game.
During each championship season, the affiliate minor league teams play against other teams in one of several minor leagues. One of these minor leagues, the California League, is comprised of eight to ten minor league affiliate teams. During the 2010 through the 2015 championship seasons, a total of 2,113 minor league players were assigned to play for affiliate teams in the California League. While the California League plays its championship season games only in California, the players participating in the California League are employees of MLB Clubs located in one of six different states: California, Arizona, Ohio, Colorado, Washington, or Texas. Several of the plaintiffs in this appeal who played in the California League during the championship season worked for MLB Clubs located outside of California. For example, Ryan Kiel, who played in the California League on the Bakersfield Braves during part of the 2012 championship season, is a resident of Florida and an employee of the Cincinnati Reds, a Club headquartered in Cincinnati, Ohio. Brad McAtee, a New York resident and another representative of the California class, worked for the Colorado Rockies, a club headquartered in Denver, Colorado; he trained or played in Washington, Arizona, California, and New York. And another California class representative, Mitch Hilligoss, resides in Illinois and was employed by both the New York Yankees and the Texas Rangers. He played not only in California, but also in Arizona, Texas, and South Carolina during the 2010 and 2011 seasons. In short, the potentially affected jurisdictions include: (1) Arizona and Florida, where the employees trained for varying lengths of time; (2) the states in which the players reside, which includes at least 19 states (only accounting for the 61 class representatives); and (3) the states in which the players' employers (the 22 MLB Clubs) are located. Because the employees argue that MLB (headquartered in New York) is also an employer, and because the Uniform Player Contract provides that the laws of New York apply to any dispute under the contract, New York minimum wage and overtime law is likewise applicable.
Plaintiffs initially sought certification of eight classes under Federal Rule of Procedure 23(b)(3): a California class, a Florida class, an Arizona class, a North Carolina class, a New York class, a Pennsylvania class, a Maryland class, and an Oregon class. The district court declined to certify the plaintiffs' proposed classes, in part because they presented significant choice-of-law problems that could not be handled on a classwide basis. The plaintiffs then moved for reconsideration, narrowing the proposed classes to the Florida and Arizona classes, and the California class. The proposed Arizona class consists of players who are employees of Major League Baseball Clubs located in 14 states, who are residents of at least 13 states (only accounting for the 25 class representatives), and who were assigned to spring training in Arizona for four weeks or more. The proposed Florida class consists of players who are employees of Major League Baseball Clubs located in 17 states, who are residents of at least 13 states (only accounting for the 29 class representatives), and who were assigned to spring training in Florida for four weeks or more. The proposed California class consists of 2,113 players who are employees of the 11 Major League Baseball Clubs that had affiliate teams in the California League during the 2010 through 2015 championship seasons, who are residents of at least 11 states (only accounting for the named class representatives), and who played on an affiliate team in the California League during the 2010 through 2015 championship seasons.
The district court declined to certify a Florida class and an Arizona class of plaintiffs under Rule 23(b)(3) of the Federal Rules of Civil Procedure. It held that under California choice-of-law principles, the problems that would have to be navigated in order to adjudicate the claims of the Florida and Arizona classes presented significant individualized issues that could not be handled on a classwide basis. We review this determination for abuse of discretion. Abdullah v. U.S. Sec. Assocs. , 731 F.3d 952, 956 (9th Cir. 2013).
II
A brief summary of the legal framework for deciding whether choice-of-law issues preclude certifying a class under Rule 23(b)(3) is helpful here. In short, before certifying a class under this provision, the court must find "that the questions of law or fact common to class members predominate over any questions affecting only individual members." Fed. R. Civ. P. 23(b)(3). When the plaintiffs bring a class action involving multiple jurisdictions, a court must consider the impact of potentially varying state laws. See Zinser v. Accufix Research Inst., Inc. , 253 F.3d 1180, 1188-89 (9th Cir. 2001). If the forum state's substantive law may be constitutionally applied to parties in other states, the district court must apply the forum state's choice-of-law rules to determine which laws apply. See Mazza v. Am. Honda Motor Co ., 666 F.3d 581, 589-90 (9th Cir. 2012). After applying the forum state's choice-of-law rules, if the district court determines that the laws of only one state apply, then variations in state law do not raise a barrier to class certification. See id. at 590-91. But if the plaintiffs' claims must be adjudicated under the laws of multiple jurisdictions, the district court will have to determine whether the complexities and managerial problems defeat predominance. See Zinser , 253 F.3d at 1188-89.
The forum state here is California, and thus California's choice-of-law rules apply. A brief dive into the history of California's choice-of-law jurisprudence indicates that California has long rejected the approach that the majority now adopts.
In the first half of the twentieth century, California courts agreed that it was "the settled law in the United States that an action in tort is governed by the law of the jurisdiction where the tort was committed." Loranger v. Nadeau , 215 Cal. 362, 364-66, 10 P.2d 63 (1932), overruled in part by Reich v. Purcell , 67 Cal. 2d 551, 63 Cal.Rptr. 31, 432 P.2d 727 (1967). California courts would therefore generally "determine the substantive matters inherent in the cause of action by adopting as their own the law of the place where the tortious acts occurred, unless it [was] contrary to the public policy of" California. Grant v. McAuliffe , 41 Cal. 2d 859, 862, 264 P.2d 944 (1953). This typical approach was reflected in the Restatement (First) of the Conflict of Laws. See Restatement (First) of Conflict of Laws § 377 (1934) (applying the law of "[t]he place of the wrong"). California courts "assumed that the law of the place of the wrong created the cause of action and necessarily determined the extent of the liability." Reich , 67 Cal. 2d at 553, 63 Cal.Rptr. 31, 432 P.2d 727. Therefore, when the injury at issue occurred in California, courts would generally apply California law. See Loranger , 215 Cal. at 364-66, 10 P.2d 63.
But this approach came under fire for being an inflexible and mechanical rule. See Travelers Ins. Co. v. Workmen's Comp. Appeals Bd. , 68 Cal. 2d 7, 14 n.6, 64 Cal.Rptr. 440, 434 P.2d 992 (1967). Moreover, "[i]n a complex situation involving multi-state contacts," California courts realized that "no single state alone can be deemed to create exclusively governing rights." Reich , 67 Cal. 2d at 553, 63 Cal.Rptr. 31, 432 P.2d 727. In response, California courts began adopting a more flexible approach. See, e.g. , id. ; Hurtado v. Super. Ct. of Sacramento Cty. , 11 Cal. 3d 574, 581-82, 114 Cal.Rptr. 106, 522 P.2d 666 (1974). In a "landmark opinion ... for a unanimous court in Reich v. Purcell ," the California Supreme Court "renounced the prior rule, adhered to by courts for many years, that in tort actions the law of the place of the wrong was the applicable law in a California forum regardless of the issues before the court." Hurtado , 11 Cal. 3d at 579, 114 Cal.Rptr. 106, 522 P.2d 666. Instead, California concluded that each state's interest in applying its own law must be evaluated. See id. In 1971, the Restatement (Second) of Conflict of Laws reflected the general movement away from the law-of-the-situs approach espoused by the First Restatement by replacing it with a more flexible approach that considered each state's interest in applying its own laws. See Restatement (Second) of Conflict of Laws § 6 (1971) ; see also id. introduction (describing the revised approach as an "enormous change" from the "rigid rules" laid out in the First Restatement). California courts described the new approach to choice-of-law principles, which reflected the approach of the Second Restatement, as a "governmental interest approach" that required consideration of the interests of all the involved states. See, e.g. , Dixon Mobile Homes, Inc. v. Walters , 48 Cal. App. 3d 964, 972, 122 Cal.Rptr. 202 (1975). In Offshore Rental Co. v. Continental Oil Co. , the California Supreme Court definitively announced that "[q]uestions of choice of law are determined in California ... by the 'governmental interest analysis,' " which requires the court to "search to find the proper law to apply based upon the interests of the litigants and the involved states." 22 Cal. 3d 157, 161, 148 Cal.Rptr. 867, 583 P.2d 721 (1978).
Today, California courts no longer apply "the old choice-of-law rule that generally called for application of the law of the jurisdiction in which a defendant's allegedly tortious conduct occurred without regard to the nature of the issue that was before the court ." McCann v. Foster Wheeler LLC , 48 Cal. 4th 68, 97, 105 Cal.Rptr.3d 378, 225 P.3d 516 (2010) (emphasis in original). Instead, California courts apply the three-step governmental interest test.
Hairu Chen v. Los Angeles Truck Ctrs., LLC , 7 Cal.5th 862, 867, 249 Cal.Rptr.3d 594, 444 P.3d 727 (2019). "First, the court determines whether the relevant law of each of the potentially affected jurisdictions with regard to the particular issue in question is the same or different." Id. (internal quotation marks omitted). If there is a difference, "the court examines each jurisdiction's interest in the application of its own law under the circumstances of the particular case to determine whether a true conflict exists." Id. (internal quotation marks omitted). As the final step, "if the court finds that there is a true conflict, it carefully evaluates and compares the nature and strength of the interest of each jurisdiction in the application of its own law to determine which state's interest would be more impaired if its policy were subordinated to the policy of the other state, and then ultimately applies the law of the state whose interest would be the more impaired if its law were not applied." Id. (cleaned up).
Although California choice-of-law cases "continue to recognize that a jurisdiction ordinarily has the predominant interest in regulating conduct that occurs within its borders," see McCann , 48 Cal. 4th at 97-98, 105 Cal.Rptr.3d 378, 225 P.3d 516 (internal quotation marks omitted), California courts have not relied on this general principle to shortcut the required three-part analysis, see, e.g. , Sullivan , 51 Cal. 4th at 1202, 127 Cal.Rptr.3d 185, 254 P.3d 237. Indeed, in McCann , a case on which the majority relies for its rule, Maj. Op. at 933-34, the California Supreme Court walked through each of the steps of the governmental interest analysis to determine whether to apply the law of Oklahoma (where the tort occurred) or California (where the plaintiff resided). 48 Cal. 4th at 96-98, 105 Cal.Rptr.3d 378, 225 P.3d 516. Only after determining at the second step that "each state has an interest in having its law applied under the circumstances of the present case," id. at 96, 105 Cal.Rptr.3d 378, 225 P.3d 516, did the court proceed to the third step and determine that Oklahoma law applied, in part because "a failure to apply California law on the facts of the present case will effect a far less significant impairment of California's interest," id. at 99, 105 Cal.Rptr.3d 378, 225 P.3d 516 (emphasis added). In short, as the California Supreme Court recently explained, "the governmental interest test is far from a mechanical or rote application of various factors," Hairu Chen , 7 Cal.5th at 599, 249 Cal.Rptr.3d 594, 444 P.3d 727, and California courts must scrupulously apply each step of the three-step test.
California courts also apply the governmental interest analysis in cases where plaintiffs and defendants raise choice-of-law issues, even outside the tort context. In Sullivan , the California Supreme Court applied the governmental interest analysis to a wage-and-hour dispute, in a case where plaintiffs contended California's overtime law governed their work in California, and the defendant contended the laws of plaintiffs' home states governed. 51 Cal. 4th at 1202, 127 Cal.Rptr.3d 185, 254 P.3d 237. Sullivan did not merely apply California's overtime law, although California was the site where the work occurred. See id. As explained below, Sullivan made a detailed analysis of each of the three steps of the governmental interest test. See id.
At the same time as California courts were migrating towards the multifaceted governmental interest test espoused by the Second Restatement, California courts also adopted the Second Restatement's approach to contractual choice of law provisions. See Gamer v. duPont Glore Forgan, Inc. , 65 Cal. App. 3d 280, 287-88, 135 Cal.Rptr. 230 (1976). Under this test, courts would generally defer to the law of the state chosen by the parties unless either "the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties choice, or ... application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which ... would be the state of the applicable law in the absence of an effective choice of law by the parties." Nedlloyd Lines B.V. v. Super. Ct. of San Mateo Cty. , 3 Cal. 4th 459, 465, 11 Cal.Rptr.2d 330, 834 P.2d 1148 (1992).
In undertaking the predominance analysis under Rule 23(b), the court is required to consider the full scope of California's choice-of-law framework, including each state's interest in applying its own law, as well as the contractual choice-of-law provision. See Mazza , 666 F.3d at 590-91. If individualized choice-of-law inquiries swamp predominance, then the class cannot be certified. See id.
III
In addressing the choice-of-law framework in the context of a Rule 23(b) inquiry, the majority concedes that the differences in state law involved in this case are material. Maj. Op. at 933. But instead of undertaking California's choice-of-law analysis by identifying the relevant laws of each potentially affected jurisdiction and examining each jurisdiction's interest in the application of its own law, the majority sidesteps this analysis entirely by relying solely on its general rule that the jurisdiction where an employee's work occurs has the predominant interest in regulating conduct that occurs within its borders. Maj. Op. at 933-36. Not only is this approach contrary to substantive California law, but the majority's justification of this approach on practical grounds is entirely misguided.
A
First, as the above description of California law makes clear, the majority misreads and misapplies substantive California law. In considering whether the district court erred in declining to certify the Arizona and Florida classes, the majority interprets California's choice-of-law rules as establishing the general principle that California has the predominant interest in regulating conduct occurring within its borders. Maj. Op. at 934. In this vein, the majority asserts that Sullivan "strongly militates" against concluding that any other state has an interest in wage and hour laws that "would be adequate to overcome the presumption that the state in which the conduct at issue occurs has the 'predominant interest' in applying their own law." Maj. Op. at 937. These conclusions are wrong in two different ways.
Most important, the majority misreads California's choice-of-law rules to conclude that the law of the situs where the work took place controls. This is clearly contrary to California law: as shown above, California courts have expressly rejected the blanket rule that the law of the situs applies, Travelers , 68 Cal. 2d at 11, 64 Cal.Rptr. 440, 434 P.2d 992, and "when application of the law of the place of the wrong would defeat the interests of the litigants and of the states concerned," they do not apply that law. Reich , 67 Cal. 2d at 554, 63 Cal.Rptr. 31, 432 P.2d 727 ; see also Bernhard v. Harrah's Club , 16 Cal. 3d 313, 316, 323, 128 Cal.Rptr. 215, 546 P.2d 719 (1976) (applying California law where the tort occurred in Nevada but the harm was felt in California). Even where, as here, a contractual choice-of-law provision is involved, California applies the law of the parties' choosing only after considering the relevant state interests. See Nedlloyd , 3 Cal. 4th at 465, 11 Cal.Rptr.2d 330, 834 P.2d 1148. For example, in Washington Mutual Bank, FA v. Superior Court , the California Supreme Court analyzed a state class action that involved both a contractual choice-of-law provision and the applicability of the governmental interest test. 24 Cal. 4th 906, 915, 103 Cal.Rptr.2d 320, 15 P.3d 1071 (2001). The court determined that the test from the Restatement (Second) of Conflict of Laws under Nedlloyd applied to the class action, id. at 918, 103 Cal.Rptr.2d 320, 15 P.3d 1071, 1081, and that if the choice-of-law provision did not apply under Nedlloyd , the court must undertake the governmental interest analysis, id. at 919-21, 103 Cal.Rptr.2d 320, 15 P.3d 1071.
Second, in the context of wage-and-hour disputes, the majority wildly overreads Sullivan. In Sullivan , the California Supreme Court expressly limited its ruling to the situation before it: the state's interest in applying California labor law to nonresident employees working for a California employer. Sullivan , 51 Cal. 4th at 1194-95, 127 Cal.Rptr.3d 185, 254 P.3d 237. The court was careful not to address any other scenario. See id. Therefore, the majority's extension of Sullivan to establish a general rule that California has a superior interest in applying its law to wage-and-hour claims that arise within its borders, Maj. Op. at 937, (let alone generalizing the majority's extrapolation of California's rule to all other states) is not supported by Sullivan.
A brief description of Sullivan reveals the majority's error. In Sullivan , the California Supreme Court responded to a certified question regarding whether California labor law applied to nonresident employees who worked both in California and in other states for a California-based employer. 51 Cal. 4th at 1194, 127 Cal.Rptr.3d 185, 254 P.3d 237. The employees at issue worked as instructors for Oracle Corporation, a large California-based company. Id. at 1194-95, 127 Cal.Rptr.3d 185, 254 P.3d at 241-43. Two of the employees were residents of Colorado; while they worked primarily in Colorado, they were required to travel and work in other states, including California. Id. at 1195, 127 Cal.Rptr.3d 185, 254 P.3d 237. A third employee was an Arizona resident, but worked 20 days in California. Id. Oracle did not pay these employees overtime on the ground that they were exempt under California and federal overtime laws as instructors. Id. The employees sued Oracle, seeking unpaid overtime compensation. Id. The question certified to the California Supreme Court was whether California overtime law applied to the employees'
work in California. Id. at 1196127 Cal.Rptr.3d 185, 254 P.3d 237.
In its response to the certified question, the California Supreme Court addressed two distinct inquiries: first, whether, as a matter of statutory construction, the California Labor Code's overtime provisions applied to work performed in California by nonresidents, id. at 1196-97, 127 Cal.Rptr.3d 185, 254 P.3d 237, and second, whether California's choice-of-law principles directed the court to apply the California Labor Code to the plaintiffs, id. at 1202-06, 127 Cal.Rptr.3d 185, 254 P.3d 237. Sullivan focused on the question whether a California employer had to pay its employees under California's overtime law or under the overtime law of the state where the employees resided during the period when the employees worked in California. See id. at 1196, 127 Cal.Rptr.3d 185, 254 P.3d 237. Because the employer in that case was Oracle, a resident of California, the court did not have to consider whether the overtime law of the state of a nonresident employer (the issue in our case) might apply.
Sullivan first made a point of carefully examining California's overtime statute to ensure it applied to nonresident employees of a California employer. Id. at 1197, 127 Cal.Rptr.3d 185, 254 P.3d 237. The court noted that the plain text of the applicable overtime statute stated that the statute applied to "all individuals," which would include residents and nonresidents alike. Id. It also noted that the legislature knew how to exclude nonresidents when it wanted to do so, because it had expressly exempted some out-of-state employers from complying with workers' compensation provisions. Id. Therefore, Sullivan held the overtime statute would apply to the plaintiffs in the case before it.
Because the statute was potentially applicable to nonresidents by its terms, the California Supreme Court then applied California's three-step governmental interest test to determine which state's law applied. Id. at 1202-03, 127 Cal.Rptr.3d 185, 254 P.3d 237. Sullivan first asked whether the overtime law of California was the same or different than the overtime laws of Colorado and Arizona, where the employees resided. Id. at 1203, 127 Cal.Rptr.3d 185, 254 P.3d 237. The court determined that the laws were different. Id. Federal overtime law applied in Arizona, and federal law required less overtime compensation than California. Id. Colorado overtime law applied in Colorado, but it too required less compensation than California. Id.
Sullivan next examined "each jurisdiction's interest in the application of its own law under the circumstances of the particular case to determine whether a true conflict exists." Id. at 1203, 127 Cal.Rptr.3d 185, 254 P.3d 237. Relying on the California statute and case law, Sullivan first noted that "California has, and has unambiguously asserted, a strong interest in applying its overtime law to all nonexempt workers, and all work performed, within its borders." Id. Arizona had no overtime law, and Colorado's statute expressly did not apply out of state, so the court found that neither Arizona nor Colorado had "asserted an interest in regulating overtime work performed in other states." Id. at 1204, 127 Cal.Rptr.3d 185, 254 P.3d 237. Therefore, there was no true conflict. See id. The court acknowledged, however, that states could have an interest in the extraterritorial application of their employment laws under certain limited circumstances. See id. at 1199, 127 Cal.Rptr.3d 185, 254 P.3d 237.
The final step in the governmental interest analysis was to determine which state's interest would be more impaired if its policy were subordinated to the policy of the other state. See id. at 1205-06, 127 Cal.Rptr.3d 185, 254 P.3d 237. The court concluded that California's interests would be more impaired if nonresidents employed in California were covered only by the law of the nonresident's state. Id. Among other considerations, Sullivan reasoned that adopting a different rule might encourage California employers to hire nonresidents of California to work in California. Id. at 1206, 127 Cal.Rptr.3d 185, 254 P.3d 237. By contrast, Colorado and Arizona had no interest in applying their overtime laws to their residents working in California. See id.
Sullivan therefore concluded that California's overtime law "does apply to overtime work performed in California for a California-based employer by out-of-state plaintiffs in the circumstances of this case." Id. The court did not address whether the same rule would apply for a nonresident employer.
Contrary to the majority's conclusion, Sullivan did not establish a rule that every California wage-and-hour law applies to all persons working in California regardless of their state of residence or their employer's state of residence. To the contrary, rather than enunciate such a rule, Sullivan carefully analyzed the law and policy of each relevant jurisdiction, consistent with California's governmental interest test. See id. at 1202-06, 127 Cal.Rptr.3d 185, 254 P.3d 237. Sullivan expressly limited its analysis to the particular facts of the case before it: a case involving California overtime law, a California employer, and employees residing in Arizona and Colorado. See id. Sullivan specified that it was not applying its rule to out-of-state employers, as is the case here. Id. at 1201, 127 Cal.Rptr.3d 185, 254 P.3d 237 (noting that the court did not need to address "the asserted burdens on out-of-state businesses to which Oracle refers," in part because "no out-of-state employer is a party to this litigation[, and] Oracle itself is based in California"). Further, Sullivan clarified that its holding did not apply to any California labor law other than the overtime law, explaining, "[w]hile we conclude the applicable conflict-of-laws analysis does require us to apply California's overtime law to full days and weeks of work performed here by nonresidents one cannot necessarily assume the same result would obtain for any other aspect of wage law." Id. at 1201, 127 Cal.Rptr.3d 185, 254 P.3d 237 (citation omitted). Indeed, "California's interest in the content of an out-of-state business's pay stubs, or the treatment of its employees' vacation time, for example, may or may not be sufficient to justify choosing California law over the conflicting law of the employer's home state." Id.
Moreover, Sullivan acknowledged that different outcomes could result under different circumstances. By beginning its analysis with the statutory language, Sullivan indicated that the state legislature could decide not to apply its employment laws to some employees who work in-state, id. at 1197, 127 Cal.Rptr.3d 185, 254 P.3d 237 (conducting statutory analysis to confirm that the California overtime legislation applied to "any individual"), or could exempt out-of-state employers who send employees into California from complying with California law, as it did in the case of workers' compensation law, id. , or could choose not to apply overtime law to employees who reside out of state, id. at 1198, 127 Cal.Rptr.3d 185, 254 P.3d 237. Similarly, Sullivan acknowledged that a truck driver employee based at a Washington facility of a California employer could be entitled to overtime compensation under Washington law for the time he spent driving outside the state. See id. at 1200, 1204, 127 Cal.Rptr.3d 185, 254 P.3d 237.
In fact, Sullivan expressly rejected the arguments that it was adopting a general rule that California's employment laws applied in all contexts, holding instead that disputes in each different context would be "resolved under the applicable conflict of laws analysis." Id. at 1200, 127 Cal.Rptr.3d 185, 254 P.3d 237. "In any event," the court explained, "to the extent other states have legitimate interests in applying their own wage laws to their own residents for work performed in California, the applicable conflict-of-laws analysis takes those interests into account." Id. at 1202, 127 Cal.Rptr.3d 185, 254 P.3d 237. In other words, Sullivan rejected the very approach that the majority now adopts, and instead, Sullivan stands for the proposition that the determination of which state's law applies requires a careful analysis of each relevant state's law and policies.
B
Second, the majority's argument that practical considerations compel the adoption of a general rule has the situation entirely backwards.
The only practical consideration flagged by the majority is that, absent a rule that the hours and wage laws of the situs always apply to workers within its borders, Maj. Op. at 936, employers would be required to properly ascertain the residency status of each of its employees, to track applicable state laws, and to determine which law applies, Maj. Op. at 932. Such a concern does not arise if the state law at issue merely requires a resident employer to pay each of its employees according to the resident state's laws, even when the employee is working temporarily in another state. In other words, if an MLB Club in Ohio paid each of its player-employees pursuant to Ohio overtime law, the MLB Club would have no extra burden at all. Unlike Sullivan , the majority fails to recognize that states may enact many different types of laws, and that conflicts between state laws can be resolved through the application of choice-of-law rules. Cf. Sullivan , 51 Cal. 4th at 1201-02, 127 Cal.Rptr.3d 185, 254 P.3d 237.
On the other hand, the rule the majority establishes today could have dire consequences for employers and employees. For example, a rule requiring that the law of the situs always applies would require employers to research and comply with various states' laws whenever their employees traveled for short conferences or business meetings. An employer would have to research applicable state law whenever an employee traveled across state lines, including when an employee was in transit. Presumably, when an employee traveled across state lines by car or airplane, the employer would need to track the amount of time the employee spent in each state during travel in order to comply with this rule. Such a rule would make it difficult for employers to compensate interstate truck drivers or traveling salespersons. Moreover, the majority's rule would also burden employees who would no longer be protected by the laws of their resident state or employer's state while traveling for work, forcing the employees to earn less money for work travel. Rather than adopting a rule that the law of the situs applies, the better solution is faithfully adhering to long-established choice-of-law principles, which resolve the issue in a reasonable and time-tested way.
IV
Because it is not possible to derive a general rule from Sullivan , and California's choice-of-law rules weigh against any such rule, the majority should have considered the applicability of California's choice-of-law rules to the plaintiffs' claims.
Given that a minimum of 22 states potentially have an interest in applying their wage and hour laws, and that (as the majority concedes) there are material differences between the states, applying California's three-step governmental interest test would be a significant task.
First, as a threshold matter, the court must analyze the contractual choice-of-law provision (i.e., New York) in the governmental law analysis under Nedlloyd , 3 Cal. 4th at 466, 11 Cal.Rptr.2d 330, 834 P.2d 1148, and the Restatement (Second) of Conflict of Laws. This would require the court to analyze whether New York law has a substantial relationship to the parties or transactions here and whether application of New York law would be contrary to Arizona's or Florida's interests. See id. at 465, 11 Cal.Rptr.2d 330, 834 P.2d 1148.
Second, if the contractual choice-of-law provision does not govern, a court applying Sullivan would first have to determine whether the minimum wage laws and overtime laws of Arizona and Florida apply by their terms to nonresident employees who work for nonresident employers, Sullivan , 51 Cal. 4th at 1202-03, 127 Cal.Rptr.3d 185, 254 P.3d 237. Assuming the laws did apply, the court would then have to identify the relevant laws of each of the potentially affected jurisdictions. See id. at 1203, 127 Cal.Rptr.3d 185, 254 P.3d 237. It would then have to determine whether there is a conflict between the laws of Arizona and Florida, on the one hand, and the laws of the different states in which the employees and employers reside. See id.
If there is a true conflict, then the court would have to compare the nature and strength of each jurisdiction's interest in the application of its own law to determine whether a true conflict exists under the circumstances of the particular case. See id. at 1203-05, 127 Cal.Rptr.3d 185, 254 P.3d 237. Contrary to the majority, Maj. Op. at 935-36, other states have an interest in applying their wage and hour laws outside their borders. For example, the Boston Red Sox is an MLB Club headquartered in Boston, Massachusetts, and a franchise defendant in this lawsuit. Massachusetts has previously applied its wage-and-hour laws extraterritorially. See Dow v. Casale, 83 Mass.App.Ct. 751, 989 N.E. 2d 909 (2013). Moreover, MLB Clubs in Illinois, Pennsylvania, New York, and Washington are also defendants in this proposed class action, and courts have applied wage-and-hour laws in those states extraterritorially. See Baxi v. Ennis Knupp & Assocs., Inc. , No. 10-cv-6346, 2011 WL 3898034, at *14-15 (N.D. Ill. Sept. 2, 2011) ; Truman v. DeWolff, Boberg & Assocs. , No. 07-cv-1702, 2009 WL 2015126, at *2 (W.D. Pa. July 7, 2009) ; Friedrich v. U.S. Comput. Sys., Inc. , No. 90-cv-1615, 1996 WL 32888, at *8 (E.D. Pa. Jan. 22, 1996) ; Pierre v. Gts Holdings, Inc. , No. 15-cv-143, 2015 WL 7736552, at *1, *5 (S.D.N.Y. Nov. 30, 2015) ; Bostain v. Food Express , Inc. , 159 Wash.2d 700, 709-711, 153 P.3d 846 (Wash. 2007) (en banc).
It is not surprising that the district court determined that this type of analysis would defeat the predominance that Rule 23(b)(3) requires. No two player-employees' circumstances are alike; the players hail from at least 19 resident states, worked for one or more MLB Clubs based in one of 22 states for varying lengths of time, and played on one or more minor league affiliate teams in an assortment of states for as little as one day or as long as an entire season. Sullivan and California's choice-of-law analysis require the court to consider all of the relevant states' laws and weigh the commensurate state interests in applying those laws. The highly individualized nature of the choice-of-law inquiry with respect to each player could swamp the predominance required for certification under Rule 23(b)(3). See Hanlon v. Chrysler Corp. , 150 F.3d 1011, 1022 (9th Cir. 1998) ; Wash. Mut. Bank, FA , 24 Cal. 4th at 922, 103 Cal.Rptr.2d 320, 15 P.3d 1071. In any event, the district court did not abuse its discretion by refusing to certify the Florida and Arizona classes.
For the same reason, the district court erred in certifying the California class without completing its choice-of-law analysis. Sullivan 's conclusion does not control where the relevant employer is not a California-based employer. 51 Cal. 4th at 1197-98, 127 Cal.Rptr.3d 185, 254 P.3d 237. While Sullivan held that California's overtime laws apply to employees of a California employer who are residents of Arizona and Colorado but work occasionally in California, Sullivan did not address the application of both overtime and minimum wage laws to employees of out-of-state employers who work occasionally in California. Id. at 1197-98, 127 Cal.Rptr.3d 185, 254 P.3d 237. Instead, Sullivan requires a court to apply the three-part governmental interest analysis, including weighing the interests of the employees' and employers' resident states in applying their own laws. Id. at 1202-03, 127 Cal.Rptr.3d 185, 254 P.3d 237.
Here, more than half of the MLB Clubs with minor league affiliates that play in the California League are out-of-state employers. Moreover, the plaintiffs argue that the MLB, a New York-based entity, is also an employer. The players themselves hail from at least 11 states, even if only the 26 class representatives named in this lawsuit were included in the class. In addition, 68.7% to 74.7% of the players who were assigned to a minor league affiliate in the California League also played as a member of a minor league affiliate in a different state during the 2010 to 2015 championship seasons. Approximately 11% of the proposed class members from the 2010 championship season were assigned to an affiliate in the California League for one week or less. Sullivan requires that the court weigh each relevant jurisdiction's interest in applying its laws, including all of the relevant variables: whether the players are employed by an out-of-state MLB Club; whether the players are nonresidents of California; whether the players spent only a short time in California; whether any other state's law might apply; and whether that state's interest in applying its own law outweighs California's interest. See 51 Cal. 4th at 1202-03, 127 Cal.Rptr.3d 185, 254 P.3d 237. Because the choice-of-law inquiries cannot be neatly solved with a law-of-the-situs rule as the majority suggests, individual choice-of-law issues also appear to defeat predominance for the California class.
V
No doubt the analysis of the intersection between Rule 23(b)(3) 's predominance inquiry and California's choice-of-law inquiry is multilayered and complex, particularly in a case like this one, involving different types of wage and hour claims, employers residing in multiple states, employees residing in multiple states, and three states where work was performed. But the majority errs in attempting to sidestep the analysis entirely in one fell swoop by the simple expedient of declaring that each jurisdiction generally has a predominant interest in regulating conduct that occurs within its borders, a conclusion that is contrary to the requirement that California courts undertake the governmental interest analysis in every case. Although the majority gives lip service to the possibility of exceptions to this rule, its failure to consider all the variables in this case to determine whether any exception was applicable here gives the lie to such claimed flexibility. Because the majority's conclusion that courts can sidestep a choice-of-law analysis by relying on a general rule is contrary to our precedents, and because it will impose burdens on employers and disadvantage employees in many circumstances, I dissent.
The Florida and Arizona classes were defined (respectively) as including "[a]ny person who, while signed to a Minor League Uniform Player Contract, participated in spring training, instructional leagues, or extended spring training in [Florida or Arizona] on or after Feb 7, 2009, and had not signed a Major League Uniform Player Contract before then."
The California class was defined as "[a]ny person who, while signed to a Minor League Uniform Player Contract, participated in the California League on or after February 7, 2010, and had not signed a Major League Uniform Player Contract before then."
Rule 23(b)(3) provides that:
A class action may be maintained if Rule 23(a) is satisfied and if: ...
(3) the court finds that the questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy. The matters pertinent to these findings include:
(A) the class members' interests in individually controlling the prosecution or defense of separate actions;
(B) the extent and nature of any litigation concerning the controversy already begun by or against class members;
(C) the desirability or undesirability of concentrating the litigation of the claims in the particular forum; and
(D) the likely difficulties in managing a class action.
Fed. R. Civ. Proc. 23(b)(3).
Indeed, in the California class action context, the California Supreme Court has made clear there are no presumptive choice-of-law rules. Rather, a "trial court cannot reach an informed decision on predominance and manageability without first determining whether class claims will require adjudication under the laws of other jurisdictions and then evaluating the resulting complexity where those laws must be applied." Hairu Chen , 7 Cal.5th at 600, 249 Cal.Rptr.3d 594, 444 P.3d 727.
The majority also errs in applying substantive California law to determine Arizona's and Florida's interests in the application of their own laws, the second step of California's governmental interest test. Maj. Op. at 933-35. In other words, because the California Supreme Court has expressed a strong interest in regulating wage and hour claims within its borders, the majority assumes that Arizona and Florida have the exact same interest. To support this assumption, the majority cites California cases which determined-after the application of the governmental interest test-that a particular foreign state had a superior interest in having its law applied. The majority fails to identify any Arizona or Florida opinion expressing such an interest, however. This is clearly wrong. Although the district court is bound to apply the choice-of-law provisions of California (the forum state), the district court may not impute California's interest in regulating conduct within its borders to Arizona and Florida.
The majority notes that, in many cases, state "courts have looked closely at where the relevant work is performed" to determine whether to apply the state's laws extraterritorially. Maj. Op. at 936 n.13. Certainly, state courts look to where the work is performed as one factor to determine which state's law applies. The majority errs by concluding that where the work is performed is effectively the only relevant factor in the choice-of-law analysis.

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