Summary
finding that forum-selection clauses are prima facie valid absent a showing that enforcement would be unreasonable or unjust or that the clause is invalid because of fraud or overreaching
Summary of this case from In re DemeoOpinion
April 9, 1991
Appeal from the Supreme Court, New York County (Carmen Beauchamp Ciparick, J.).
It is well-accepted policy that forum-selection clauses are prima facie valid. In order to set aside such a clause, a party must show that enforcement would be unreasonable and unjust or that the clause is invalid because of fraud or overreaching, such that a trial in the contractual forum would be so gravely difficult and inconvenient that the challenging party would, for all practical purposes, be deprived of his or her day in court. (The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 12-18; Rokeby-Johnson v. Kentucky Agric. Energy Corp., 108 A.D.2d 336, 339-341; Di Ruocco v. Flamingo Beach Hotel Casino, 163 A.D.2d 270. ) The contractual provision in this case, designating Luxembourg as the venue for any disputes, is clear and unambiguous. Plaintiffs do not allege any fraud with respect to the jurisdictional provision itself. (See, Rokeby-Johnson v Kentucky Agric. Energy Corp., 108 A.D.2d, supra, at 341.) Nor is there any evidence of overreaching; the allegations that plaintiff Grace Sanchez Brownlow, the signatory to the contract, did not read the provision, or that it was not brought specifically to her attention are of no avail, since, as a signatory to the contract, she is presumed to know the contents of the instrument she signed and to have assented to such terms. (See, Imero Fiorentino Assocs. v. Green, 85 A.D.2d 419, 420.)
We have considered plaintiffs' remaining arguments and find them to be unpersuasive.
Concur — Sullivan, J.P., Milonas, Rosenberger, Asch and Smith, JJ.