forum selection clause in New York

2026Sections 7.6 and 7.7 of the Exchange Agreement provide that any suit “arising out of or relating to [the Exchange Agreement]” may be brought in courts located in New York County, and that “each of the Parties irrevocably and unconditionally submits to the personal jurisdiction” in the Courts of New York County for such suits (Exchange Agreement §§ 7.6–7.7). “[G]enerally only parties in privity of contract may enforce terms of the contract such as a forum selection clause found within the agreement” (Freeford Ltd. v Pendleton, 53 AD3d 32, 38 [1st Dept 2008]).13 Freeford outlined three narrow ci

2023Holdings, Ltd. , 184 AD3d at 121 ; Bernstein v Wysoki , 77 AD3d 241, 251 ; Freeford Ltd. v Pendleton , 53 AD3d 32, 38 ), a non-signatory may be bound by a forum selection clause in a contract under certain limited circumstances.

2026"The applicability of a forum selection clause does not depend on the nature of the underlying action" ( Couvertier v Concourse Rehabilitation & Nursing, Inc. , 117 AD3d 772, 773 ; see Bernstein v Wysoki , 77 AD3d 241, 248 ).

2026"Rather, it is the language of the forum selection clause itself that determines which claims fall within its scope" ( Couvertier v Concourse Rehabilitation & Nursing, Inc. , 117 AD3d at 773 ; see Bernstein v Wysoki , 77 AD3d at 248 ).

2024Such a 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" ( see Horton v Concerns of Police Survivors, Inc., 62 AD3d 836, 836 [2d Dept 2009] [internal citations omitted]; see also , LSPA Enter., Inc. v Jani-King of NY, Inc., 31 AD3d 394 [2d Dept 2006]).

2014A 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” (LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; see Harry Casper, Inc. v Pines Assoc., L.P., 53 AD3d 764, 765 [2008]; Fleet Capital Leasing/Global Vendor Fin. v Angiuli Motors, Inc., 15 AD3d 535

2014A 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” (LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; see Harry Casper, Inc. v Pines Assoc., L.P., 53 AD3d 764, 765 [2008]; Fleet Capital Leasing/Global Vendor Fin. v Angiuli Motors, Inc., 15 AD3d 535

2014A 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” (LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; see Harry Casper, Inc. v Pines Assoc., L.P., 53 AD3d 764, 765 [2008]; Fleet Capital Leasing/Global Vendor Fin. v Angiuli Motors, Inc., 15 AD3d 535

2026Thus, a forum selection clause will be given effect in the absence of a "strong showing" that it should be set aside ( BHRE Group, LLC v Boger , 216 AD3d 898, 900 [internal quotation marks omitted]; see Horton v Concerns of Police Survivors, Inc. , 62 AD3d 836, 836 ).

2026Contrary to the plaintiffs' contention, they failed to make the requisite strong showing that the forum selection clause should not be enforced ( see Horton v Concerns of Police Survivors, Inc. , 62 AD3d at 836-837 ).

2026The plaintiffs failed to show that the forum selection clause was unreasonably favorable to the Retrofitness defendants or was the result of "high pressure commercial tactics, inequality of bargaining power, deceptive practices and language in the contract, [or] an imbalance in the understanding and acumen of the parties" ( id. at 754 [internal quotation marks omitted]; see Puleo v Shore View Ctr. for Rehabilitation & Health Care , 132 AD3d 651, 652 ).

2026The plaintiffs failed to show that the forum selection clause was unreasonably favorable to the Retrofitness defendants or was the result of "high pressure commercial tactics, inequality of bargaining power, deceptive practices and language in the contract, [or] an imbalance in the understanding and acumen of the parties" ( id. at 754 [internal quotation marks omitted]; see Puleo v Shore View Ctr. for Rehabilitation & Health Care , 132 AD3d 651, 652).

2014Accordingly, a forum selection clause will be given effect in the absence of a “ ‘strong showing’ ” that it should be set aside (Horton v Concerns of Police Survivors, Inc., 62 AD3d at 836 , quoting Di Ruocco v Flamingo Beach Hotel & Casino, 163 AD2d 270, 272 [1990]; see Bernstein v Wysoki, 77 AD3d at 248-249 ).

2014Here, the plaintiff has made the requisite strong showing that the forum selection clause in the nondisclosure agreement was “unreasonable.” Specifically, the plaintiff has contended, without contradiction, that neither the parties nor the agreement has any connection to the State of Delaware: none of the parties is located in Delaware, the nondisclosure agreement was not executed in Delaware, and performance of the agreement was not to take place in Delaware (cf. Di Ruocco v Flamingo Beach Hotel & Casino, 163 AD2d at 272 ; Hollander v K-Lines Hellenic Cruises, S.A., 670 F Supp 563, 566 [SD NY

2025Similarly, under New York law, a forum selection clause is prima facie valid and enforceable unless shown 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' " ( Chiarizia v Xtreme Rydz Custom Cycles , 43 AD3d 1353, 1353-1354 [4th Dept 2007]; see Brooke Group v JCH Syndicate 488 , 87 NY2d 530, 534 [1996]; Erie Ins.

2023"Indeed, a forum selection clause contained in a contract is 'prima facie valid and enforceable,' but only with respect to '[the] parties to [that] contract'" ( id. at 1055-1056 [citation omitted], quoting Brooke Group v JCH Syndicate 488 , 87 NY2d 530, 534 ).

2026Further, the plaintiffs' general allegations of fraud relating to the franchise agreement were insufficient to render the forum selection clause unenforceable for the purpose of this action ( see Creative Mobile Tech., LLC v Smart Modular Tech., Inc. , 97 AD3d 626 , 626-627; cf. DeSola Group v Coors Brewing Co. , 199 AD2d 141, 142 ).

2026Further, the plaintiffs' general allegations of fraud relating to the franchise agreement were insufficient to render the forum selection clause unenforceable for the purpose of this action ( see Creative Mobile Tech., LLC v Smart Modular Tech., Inc. , 97 AD3d 626, 626-627; cf. DeSola Group v Coors Brewing Co. , 199 AD2d 141, 142).

2011“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.” (LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; accord Bernstein v Wysoki, 77 AD3d 241 [2010]; Stravalle v Land Cargo, Inc., 39 AD3d 735, 736 [2007]; see also Brooke Group v JCH Syn

2011“Such a 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 fomm would be so gravely difficult that the challenging party would, for all practical purposes, be deprived of its day in court’ (LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; see Harry Casper, Inc. v Pines Assoc., L.P., 53 AD3d 764, 765 [2008]; Stravalle v Land Cargo, Inc., 39 AD3d 735 [2007]; Fleet Capital Leasing

2015Brown Assoc., Inc., 72 AD3d 650, 651 [2010]; LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]).

2015Brown Assoc., Inc ., 72 AD3d 650, 651 ; LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 ).

2014(Burger King Corp. v Rudzewicz, 471 US at 472 n 14.) Absent proof of “fraud, undue influence, or overweening bargaining power,” a forum selection clause ordinarily “should be given full effect.” (See The Bremen v Zapata OffShore Co., 407 US 1, 12-13 [1972].) While forum selection clauses remain “subject to judicial scrutiny for fundamental fairness” (see Carnival Cruise Lines, Inc. v Shute, 499 US 585, 595 [1991]), “form contracts” containing such clauses are presumptively valid and this holds true regardless of whether the terms are “subject to negotiation.” (Id. at 593; accord Jerez v JD Clo

2012As a “discount wholesaler,” it depends upon the forum selection provision to ensure that legal disputes “are fought locally, which in turn keeps costs low.” Discussion The court’s analysis starts with the premise that forum selection clauses are “prima facie valid.” (See Carnival Cruise Lines, Inc. v Shute, 499 US 585, 589 [1991], quoting The Bremen v Zapata Off-Shore Co., 407 US 1, 10 [1972].) While forum selection clauses are “subject to judicial scrutiny for fundamental fairness” (Carnival Cruise Lines, 499 US at 595 ), “form contracts” containing such clauses are presumptively enforceable

2015Here, the plaintiff failed to show that enforcement of the forum selection clause would be unreasonable, unjust, or in contravention public policy, or that the inclusion of the forum selection clause in the agreement was the result of fraud or overreaching (see Couvertier v Concourse Rehabilitation & Nursing, Inc., 117 AD3d 772, 773 [2014]; Pratik Apparels, Ltd. v Shintex Apparel Group, Inc., 96 AD3d 922, 923 [2012]).

2014Under these circumstances, the plaintiff failed to make any showing that the forum selection clause should be set aside (see Pratik Apparels, Ltd. v Shintex Apparel Group, Inc., 96 AD3d 922, 923 [2012]).

2014A contract provision may constitute documentary evidence under CPLR 3211 (a) (1) (see Fontanetta v John Doe 1, 73 AD3d 78, 84-85 [2010]), and a forum selection clause contained in a contract may provide a proper basis for dismissal of a complaint under CPLR 3211 (a) (1) (see Lifetime Brands, Inc. v Garden Ridge, L.P., 105 AD3d 1011, 1012 [2013]; Adler v 20/20 Cos., 82 AD3d 918, 920 [2011]; Bernstein v Wysoki, 77 AD3d 241, 248-249 [2010]; Horton v Concerns of Police Survivors, Inc., 62 AD3d 836, 836-837 [2009]; Lischinskaya v Carnival Corp., 56 AD3d 116 , 123 [2008]).

2014Accordingly, the prima facie enforceability and validity of the forum selection clause has been rebutted and, therefore, that clause does not “conclusively establish[ ] a defense to the asserted claims as a matter of law” (511 W. 232nd Owners Corp. v Jennifer Realty Co., 98 NY2d at 152 [internal quotation marks omitted]; see Adler v 20/20 Cos., 82 AD3d at 920 ).

2025The notes' indenture under which plaintiff had sued included a forum selection clause that selected New York as the relevant forum for resolving disputes, but TDTH had not signed this agreement ( see id. at 119-120 ).

2025Eventually, the notes were defaulted on, and plaintiffs commenced suit in New York state court, alleging that the court had jurisdiction over TDTH under the indenture's forum selection clause because it was closely related to the signatories of the relevant agreements ( id. at 120-121 ).

2026"The applicability of a forum selection clause does not depend on the nature of the underlying action" ( Couvertier v Concourse Rehabilitation & Nursing, Inc. , 117 AD3d 772, 773 ; see Bernstein v Wysoki , 77 AD3d 241, 248 ).

2026"Rather, it is the language of the forum selection clause itself that determines which claims fall within its scope" ( Couvertier v Concourse Rehabilitation & Nursing, Inc. , 117 AD3d at 773 ; see Bernstein v Wysoki , 77 AD3d at 248 ).

2014A 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” (LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; see Harry Casper, Inc. v Pines Assoc., L.P., 53 AD3d 764, 765 [2008]; Fleet Capital Leasing/Global Vendor Fin. v Angiuli Motors, Inc., 15 AD3d 535

2014A 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” (LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; see Harry Casper, Inc. v Pines Assoc., L.P., 53 AD3d 764, 765 [2008]; Fleet Capital Leasing/Global Vendor Fin. v Angiuli Motors, Inc., 15 AD3d 535

2026Advisors, Inc. , 15 AD3d 306, 307 [1st Dept 2005], affd 6 NY3d 242, 245-246 [2006]).

2006The fact that New York provides a longer statute of limitations does not avail plaintiffs where they specifically agreed to proceed under Minnesota law.” ( 15 AD3d 306, 308 [2005].) Discussion Plaintiffs argue first that the forum selection clause is permissive but not mandatory.

2024Forum selection clauses may designate a jurisdiction, such as the federal or state court system, or the clause may designate a venue within the State, as was done here by specifying Nassau County as the proper venue ( compare Hunt v Landers, 309 AD2d 900 [2d Dept 2003] [forum selection clause designating venue in a specific county in New York] with Boss v American Express Fin Advisors, Inc. , 6 NY3d 242 [2006] [dismissal was appropriate where the parties agreed to litigate their claim in Minnesota]; see also Lowenbraun v McKeon, 98 AD3d 655, 656 [2d Dept 2012] [holding that a forum selection c

2024Forum selection clauses may designate a jurisdiction, such as the federal or state court system, or the clause may designate a venue within the State, as was done here by specifying Nassau County as the proper venue ( compare Hunt v Landers, 309 AD2d 900 [2d Dept 2003] [forum selection clause designating venue in a specific county in New York] with Boss v American Express Fin Advisors, Inc. , 6 NY3d 242 [2006] [dismissal was appropriate where the parties agreed to litigate their claim in Minnesota]; see also Lowenbraun v McKeon, 98 AD3d 655, 656 [2d Dept 2012] [holding that a forum selection c

2024Forum selection clauses may designate a jurisdiction, such as the federal or state court system, or the clause may designate a venue within the State, as was done here by specifying Nassau County as the proper venue ( compare Hunt v Landers, 309 AD2d 900 [2d Dept 2003] [forum selection clause designating venue in a specific county in New York] with Boss v American Express Fin Advisors, Inc. , 6 NY3d 242 [2006] [dismissal was appropriate where the parties agreed to litigate their claim in Minnesota]; see also Lowenbraun v McKeon, 98 AD3d 655, 656 [2d Dept 2012] [holding that a forum selection c

2024Forum selection clauses may designate a jurisdiction, such as the federal or state court system, or the clause may designate a venue within the State, as was done here by specifying Nassau County as the proper venue ( compare Hunt v Landers, 309 AD2d 900 [2d Dept 2003] [forum selection clause designating venue in a specific county in New York] with Boss v American Express Fin Advisors, Inc. , 6 NY3d 242 [2006] [dismissal was appropriate where the parties agreed to litigate their claim in Minnesota]; see also Lowenbraun v McKeon, 98 AD3d 655, 656 [2d Dept 2012] [holding that a forum selection c

2015In so holding, the Molino Court cited Carnival Cruise Lines, Inc. v Shute ( 499 US 585 [1991]) for the proposition that “the fact that the Rental Agreement containing the forum selection clause was presented to the plaintiffs at registration and was not the product of negotiation does not render it unenforceable” (Molino v Sagamore, 105 AD3d at 923 ).

2015In so holding, the Molino Court cited Carnival Cruise Lines, Inc. v Shute ( 499 US 585 ) for the proposition that "the fact that the Rental Agreement containing the forum selection clause was presented to the plaintiffs at registration and was not the product of negotiation does not render it unenforceable" ( Molino v Sagamore , 105 AD3d at 923 ).

2020The rationale for binding non-signatories is based on the notion that forum selection clauses "promote stable and dependable trade relations," and thus, that it would be contrary to public policy to allow non-signatory entities through which a party acts to evade the forum selection clause ( Tate & Lyle , 98 AD3d at 402 ).

2020In determining whether a non-signatory is "closely related" to a signatory, we reasoned that the inquiry should focus on whether "the nonparty's enforcement of the forum selection clause is foreseeable by virtue of the relationship between the nonparty and the party sought to be bound" ( 98 AD3d at 402 [internal quotation marks omitted]).

2023Hendricks v Wayne Ctr. for Nursing & Rehabilitation, 194 AD3d 648 [1st Dept 2021] [Supreme Court should have granted the defendant's motion to change the venue of the action from Bronx County to Westchester County; the defendant established that the admission agreement signed by the plaintiff's designated representative on her behalf to secure her admission to its nursing home had a forum-selection clause]; Martin v Workmen's Circle Multicare Ctr ., 171 AD3d 490 [1st Dept 2019] [the motion court properly applied the venue selection clause transferring venue from Bronx to Nassau County; no evid

2021Defendants established that the nursing home admission agreement signed by the decedent's designated representative on his behalf to secure his admission to its nursing home had a forum selection clause providing that Supreme Court, Westchester County, has exclusive jurisdiction over any dispute arising under the agreement ( see Hendricks v Wayne Ctr. for Nursing & Rehabilitation , 194 AD3d 648 [1st Dept 2021]).

2025A demand to change venue is not a prerequisite to a motion brought pursuant to CPLR 501 to enforce a venue selection clause in an admission agreement between a nursing home and a patient ( Medina v Gold Crest Care Ctr., Inc., 117 AD3d 633 [1st Dept 2014]).

2023Hendricks v Wayne Ctr. for Nursing & Rehabilitation, 194 AD3d 648 [1st Dept 2021] [Supreme Court should have granted the defendant's motion to change the venue of the action from Bronx County to Westchester County; the defendant established that the admission agreement signed by the plaintiff's designated representative on her behalf to secure her admission to its nursing home had a forum-selection clause]; Martin v Workmen's Circle Multicare Ctr ., 171 AD3d 490 [1st Dept 2019] [the motion court properly applied the venue selection clause transferring venue from Bronx to Nassau County; no evid