Molino v. Sagamore

Majority - Dillon, J.

No, the presentation of a forum selection clause in a non-negotiated rental agreement at the time of registration does not automatically render it an unenforceable contract of adhesion or make its enforcement unreasonable or unjust, and therefore the venue should be changed to the selected forum. The Supreme Court erred in determining that the Rental Agreement was an unenforceable contract of adhesion and that enforcement of the forum selection clause would be unreasonable and unjust. The court cited Matter of Love’M Sheltering, Inc. v County of Suffolk, defining a contract of adhesion as one with unfair and nonnegotiable terms arising from a disparity of bargaining power or oppressive tactics. However, a form agreement, like the Rental Agreement here, is not automatically one of adhesion; such claims are judged by whether the party seeking to enforce the contract used high-pressure tactics or deceptive language and whether there is an inequality of bargaining power (Sablosky v Gordon Co.). A contractual forum selection clause is "prima facie valid and enforceable unless it is shown by the challenging party to be unreasonable, unjust, in contravention of public policy, invalid due to fraud or overreaching, or it is shown that a trial in the selected forum would be so gravely difficult that the challenging party would, for all practical purposes, be deprived of its day in court" (KMK Safety Consulting, LLC v Jeffrey M. Brown Assoc., Inc.). The Court held that the fact that the Rental Agreement and its forum selection clause were presented at registration and not negotiated did not render it unenforceable, referencing Carnival Cruise Lines, Inc. v Shute. The plaintiffs failed to demonstrate that enforcement of the clause would be unreasonable, unjust, contravene public policy, or be invalid due to fraud or overreaching, or that a trial in Warren County would deprive them of their day in court.