contractual forum selection clause in New York

2025We reverse. "'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'" ( Stravalle v Land Cargo, Inc. , 39 AD3d 735, 736 , quoting LSPA Enter., Inc. v Jani-King of N.Y., Inc. , 31 AD3d 394, 395 ).

2024We reverse. "'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'" ( Stravalle v Land Cargo, Inc. , 39 AD3d 735, 736 , quoting LSPA Enter., Inc. v Jani-King of N.Y., Inc. , 31 AD3d 394, 395 ).

2024“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” (Bernstein v Wysoki, 77 AD3d 241, 248-49 [2d Dept 2010]).

2013“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” (Creative Mobile Tech., LLC v Smart Modular Tech., Inc., 97 AD3d at 626 [internal quotation marks omitted]; see Adler v 20/20 Cos., 82 AD3d 918, 919 [2011]; Bernstein v Wysoki, 77 AD3d 241, 248-249 [2010])

2024"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" ( Somerset Fine Home Bldg., Inc. v Simplex Indus., Inc. , 185 AD3d 752, 753 [internal quotation marks omitted]; see Brooke Group v JCH Syndicate 488 , 87 NY2d at 534 ; U.S. Mdse., Inc. v L & R Distribs., I

2020The plaintiff appeals. "[P]arties to a contract may freely select a forum which will resolve any disputes over the interpretation or performance of the contract" ( Brooke Group v JCH Syndicate 488 , 87 NY2d 530, 534 ). " 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 [*2]difficult that the challenging party would, for all practical purposes, be deprived of

2026"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" ( Stravalle v Land Cargo, Inc. , 39 AD3d 735, 736 [internal quotation marks omitted]; see Lubart v Sea Crest Acquisition I, LLC , 236 AD3d 1011, 1012; Air-Sea Packing Group, Inc. v Applied Underwriters, In

2026"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" ( Stravalle v Land Cargo, Inc. , 39 AD3d 735, 736 [internal quotation marks omitted]; see Lubart v Sea Crest Acquisition I, LLC , 236 AD3d 1011 , 1012; Air-Sea Packing Group, Inc. v Applied Underwriters, I

2024"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." Puleo v. Shore View Center for Rehabilitation and Health Care, 132 AD3d 651, 653 (2d Dep't 2015) quoting KMK Safety Consulting, LLC v. Jeffrey M.

2024"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." Puleo v. Shore View Center for Rehabilitation and Health Care, 132 AD3d 651, 653 (2d Dep't 2015) quoting KMK Safety Consulting, LLC v. Jeffrey M.

2024Brown Assoc., Inc. , 72 AD3d 650, 651 (2d Dep't 2010).

2024Brown Assoc., Inc. , 72 AD3d 650, 651 (2d Dep't 2010).

2012Molino signed a written “rental agreement,” which states, inter alia, the following: “I agree that if there is a claim or dispute that arises out of the use of the facilities that results in legal action, all issues will be settled by the courts of the State of New York, Warren County, which I agree shall have exclusive jurisdiction over every party in connection with any such dispute, lawsuit, or claim.” “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

2011We reverse, and remit the matter to the Supreme Court, Queens County, for further proceedings in accordance herewith. “ ‘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’ ” (Bernstein v Wysoki, 77 AD3d 241, 248-249 [2010], quoting Stravalle v Land Cargo, I

2013“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” (Creative Mobile Tech., LLC v Smart Modular Tech., Inc., 97 AD3d at 626 [internal quotation marks omitted]; see Adler v 20/20 Cos., 82 AD3d 918, 919 [2011]; Bernstein v Wysoki, 77 AD3d 241, 248-249 [2010])

2013“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” (Creative Mobile Tech., LLC v Smart Modular Tech., Inc., 97 AD3d at 626 [internal quotation marks omitted]; see Adler v 20/20 Cos., 82 AD3d 918, 919 [2011]; Bernstein v Wysoki, 77 AD3d 241, 248-249 [2010])

2015Inc., 24 AD3d 580, 581 [2005]).

2009Inc., 24 AD3d 580, 581 [2005]; Fleet Capital Leasing /Global Vendor Fin. v Angiuli Motors, Inc., 15 AD3d 535, 536 [2005]; Premium Risk Group v Legion Ins.

2010Discussion “ ‘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’ ” (Stravalle v Land Cargo, Inc., 39 AD3d 735, 736 [2007], quoting 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

2009A 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” (Horton v Concerns of Police Survivors, Inc., 62 AD3d 836, 836 [2009], lv denied 13 NY3d 706 [2009]; see Brooke Group v JCH Syndicate 488, 87 NY2d 530, 534 [1996]; Harry Casper, Inc. v Pines Assoc., L.P.,

2010Discussion “ ‘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’ ” (Stravalle v Land Cargo, Inc., 39 AD3d 735, 736 [2007], quoting 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

2008We recognize that there is an ongoing debate in the federal courts as to the nature of a dismissal pursuant to a contractual forum selection clause (see Asoma Corp. v SK Shipping Co., Ltd., 467 F3d 817, 822 [2006]; New Moon Shipping Co., Ltd. v MAN B & W Diesel AG, 121 F3d 24, 28 [1997]; Licensed Practical Nurses, Technicians & Health Care Workers of N.Y., Inc. v Ulysses Cruises, Inc., 131 F Supp 2d 393, 402-409 [2000]) and that we have, in the past, affirmed such dismissals for lack of subject matter jurisdiction, pursuant to CPLR 3211 (a) (2) (see LSPA Enter., Inc. v Jani-King of N.Y., Inc.,

2012Molino signed a written “rental agreement,” which states, inter alia, the following: “I agree that if there is a claim or dispute that arises out of the use of the facilities that results in legal action, all issues will be settled by the courts of the State of New York, Warren County, which I agree shall have exclusive jurisdiction over every party in connection with any such dispute, lawsuit, or claim.” “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

2010Under these circumstances, the plaintiffs failed to make any showing, let alone a strong showing, that the forum selection clause should be set aside on such bases (id.; see Trump v Deutsche Bank Trust Co. Ams., 65 AD3d 1329, 1331-1332 [2009]; compare Yoshida v PC Tech U.S.A. & You-Ri, Inc., 22 AD3d 373 [2005] [the Supreme Court properly declined to enforce a contractual forum selection clause fixing Tokyo as the forum for any litigation between the parties, since the plaintiff made “a strong showing that a trial in Tokyo would be so impracticable and inconvenient that she would be deprived of

2024"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" ( Creative Mobile Tech., LLC v. Smart Modular Tech., Inc., 97 AD3d 626 , 948 N.Y.S.2d 375 [citation omitted]).

2024"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" ( Creative Mobile Tech., LLC v. Smart Modular Tech., Inc., 97 AD3d 626 , 948 N.Y.S.2d 375 [citation omitted]).

2024A 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 ( Somerset Fine Home Building, Inc. , 185 AD3d 752 [2d Dept. 2020]; Lifetime Brands, Inc., v Garden Ridge, L.P. , 105 AD3d 1011 [2d Dept. 2013]; Creative Mobile Technologies, LLC v Smart Modular Technologies

2024A 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 ( Somerset Fine Home Building, Inc. , 185 AD3d 752 [2d Dept. 2020]; Lifetime Brands, Inc., v Garden Ridge, L.P. , 105 AD3d 1011 [2d Dept. 2013]; Creative Mobile Technologies, LLC v Smart Modular Technologies

2026Luke's, 204 AD3d 1053 , 1055 [2d Dept 2022]; see also Puleo v Shore View Ctr. for Rehabilitation & Health Care, 132 AD3d 651, 652 [2d Dept 2015]; Casale v Sheepshead Nursing & Rehabilitation Ctr., 131 AD3d 436, 436 [2d Dept 2015]).

2022In addition to demonstrating the existence and terms of a contractual forum selection clause ( cf. Lischinskaya v Carnival Corp. , 56 AD3d 116 , 123), the proponent of a such a clause must also demonstrate, prima facie, that it is enforceable against the other party ( see Puleo v Shore View Ctr. for Rehabilitation & Health Care , 132 AD3d 651, 652 ; Casale v Sheepshead Nursing & Rehabilitation Ctr. , 131 AD3d 436, 436 ).

2025Generally, forum selection clauses are enforceable in the context of nursing home admission agreements, where the actions assert medical malpractice, negligence, or Public Health Law violations arising from the admission ( see Couvertier v Concourse Rehabilitation and Nursing, [*2]Inc., 117 AD3d 772, 773 [2d Dept 2014]).

2025Generally, forum selection clauses are enforceable in the context of nursing home admission agreements, where the actions assert medical malpractice, negligence, or Public Health Law violations arising from the admission ( see Couvertier v Concourse Rehabilitation and Nursing, [*2]Inc., 117 AD3d 772, 773 [2d Dept 2014]).

2024"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" ( Somerset Fine Home Bldg., Inc. v Simplex Indus., Inc. , 185 AD3d 752, 753 [internal quotation marks omitted]; see Brooke Group v JCH Syndicate 488 , 87 NY2d at 534 ; U.S. Mdse., Inc. v L & R Distribs., I

2015We reverse. “ ‘A contractual forum selection clause is prima facie valid *437 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’ ” (Stravalle v Land Cargo, Inc., 39 AD3d 735, 736 [2007], quoting LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; see U.S. Mdse., Inc. v L&R Distribs., Inc., 122 AD

2020Fund , 126 AD2d 178, 191-192 [1st Dept 1987], lv dismissed 70 NY2d 747 [1987]), it is appropriately applied here, where plaintiff attempted to implead defendants in the underlying lawsuits but was prevented from doing so by a contractual forum selection clause.

2020Fund , 126 AD2d 178, 191-192 [1st Dept 1987], lv dismissed 70 NY2d 747 [1987]), it is appropriately applied here, where plaintiff attempted to implead defendants in the underlying lawsuits but was prevented from doing so by a contractual forum selection clause.

2013However, a form agreement such as the Rental Agreement here is not automatically one of adhesion because “[s]uch claims are judged by whether the party seeking to enforce the contract has used high pressure tactics or deceptive language in the contract and whether there is inequality of bargaining power between the parties” (Sablosky v Gordon Co., 73 NY2d 133, 139 [1989]). “ ‘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

2013However, a form agreement such as the Rental Agreement here is not automatically one of adhesion because “[s]uch claims are judged by whether the party seeking to enforce the contract has used high pressure tactics or deceptive language in the contract and whether there is inequality of bargaining power between the parties” (Sablosky v Gordon Co., 73 NY2d 133, 139 [1989]). “ ‘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

2012Absent a strong showing that it should be set aside, a forum selection agreement will control” (Hluch v Ski Windham Operating Corp., 85 AD3d 861, 862 [2011] [internal quotation marks and citations omitted]; see Bernstein v Wysoki, 77 AD3d 241, 248-249 [2010]; Stravalle v Land Cargo, Inc., 39 AD3d 735, 736 [2007]).

2012Absent a strong showing that it should be set aside, a forum selection agreement will control” (Hluch v Ski Windham Operating Corp., 85 AD3d 861, 862 [2011] [internal quotation marks and citations omitted]; see Bernstein v Wysoki, 77 AD3d 241, 248-249 [2010]; Stravalle v Land Cargo, Inc., 39 AD3d 735, 736 [2007]).

2011We reverse, and remit the matter to the Supreme Court, Queens County, for further proceedings in accordance herewith. “ ‘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’ ” (Bernstein v Wysoki, 77 AD3d 241, 248-249 [2010], quoting Stravalle v Land Cargo, I

2010Discussion “ ‘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’ ” (Stravalle v Land Cargo, Inc., 39 AD3d 735, 736 [2007], quoting 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

2026Luke's, 204 AD3d 1053, 1055 [2d Dept 2022]; see also Puleo v Shore View Ctr. for Rehabilitation & Health Care, 132 AD3d 651, 652 [2d Dept 2015]; Casale v Sheepshead Nursing & Rehabilitation Ctr., 131 AD3d 436, 436 [2d Dept 2015]).

2026Luke's, 204 AD3d 1053 , 1055 [2d Dept 2022]; see also Puleo v Shore View Ctr. for Rehabilitation & Health Care, 132 AD3d 651, 652 [2d Dept 2015]; Casale v Sheepshead Nursing & Rehabilitation Ctr., 131 AD3d 436, 436 [2d Dept 2015]).

2017(Molino v Sagamore, 105 AD3d 922 [2d Dept 2013].) By commencing an action against a corporation in the wrong county, a plaintiff forfeits the right to select venue.

2015Brown Assoc., Inc., 72 AD3d 650, 651 [2010], quoting LSPA Enter., Inc. v Jani-King of N.Y., Inc., 31 AD3d 394, 395 [2006]; see Casale v Sheepshead Nursing & Rehabilitation Ctr., 131 AD3d 436 [2015]; Molino v Sagamore, 105 AD3d 922, 923 [2013]).

2007Co., 294 AD2d 345, 346 [2002]; see Bell Constructors v Evergreen Caissons, 236 AD2d 859, 860 [1997]).

2000While a contractual forum selection clause is prima facie valid (see, Bell Constructors v Evergreen Caissons, 236 AD2d 859, 860 ; British W.

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).

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 ).

2026"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" ( Stravalle v Land Cargo, Inc. , 39 AD3d 735, 736 [internal quotation marks omitted]; see Lubart v Sea Crest Acquisition I, LLC , 236 AD3d 1011, 1012; Air-Sea Packing Group, Inc. v Applied Underwriters, In

2026"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" ( Stravalle v Land Cargo, Inc. , 39 AD3d 735, 736 [internal quotation marks omitted]; see Lubart v Sea Crest Acquisition I, LLC , 236 AD3d 1011 , 1012; Air-Sea Packing Group, Inc. v Applied Underwriters, I

2026"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" ( Stravalle v Land Cargo, Inc. , 39 AD3d 735, 736 [internal quotation marks omitted]; see Lubart v Sea Crest Acquisition I, LLC , 236 AD3d 1011, 1012; Air-Sea Packing Group, Inc. v Applied Underwriters, In

2026"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" ( Stravalle v Land Cargo, Inc. , 39 AD3d 735, 736 [internal quotation marks omitted]; see Lubart v Sea Crest Acquisition I, LLC , 236 AD3d 1011 , 1012; Air-Sea Packing Group, Inc. v Applied Underwriters, I

2023Where no material facts are in dispute, a contractual forum selection clause is prima facie valid and enforceable, absent a showing that it is "unreasonable, unjust, in contravention of public policy, invalid due to fraud or overreaching," or that a trial in the designated forum would be so difficult as to deprive the challenging party of its day in court ( Grant v United Odd Fellow , 187 AD3d 440, 441 [1st Dept 2020] [internal quotation marks omitted]; see CPLR 501). [FN2] Nonetheless, the "burden of proving the existence, terms and validity of a contract rests on the party seeking to enforce