On May 6, 2026, the Second Department Westchester Fitness, LLC v. Retrofitness, LLC, 2026 NY Slip Op. 02870, holding that a plaintiff had failed to meet the heavy burden for escaping the mandate of a forum selection clause, explaining:
Under CPLR 3211(a)(1), a dismissal is warranted only if the documentary evidence submitted conclusively establishes a defense to the asserted claims as a matter of law. A contractual forum selection clause is documentary evidence that may provide a proper basis for dismissal pursuant to CPLR 3211(a)(1). Parties to a contract may freely select a forum which will resolve any disputes over the interpretation or performance of the contract. 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. Thus, a forum selection clause will be given effect in the absence of a “strong showing” that it should be set aside.
Contrary to the plaintiffs’ contention, they failed to make the requisite strong showing that the forum selection clause should not be enforced. Specifically, the plaintiffs failed to demonstrate that the forum selection clause was unconscionable. The 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. Further, 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. Finally, the plaintiffs offered no evidence that a trial in the selected forum would be so gravely difficult that the plaintiffs would, for all practical purposes, be deprived of their day in court.
The applicability of a forum selection clause does not depend on the nature of the underlying action. Rather, it is the language of the forum selection clause itself that determines which claims fall within its scope.
(Internal quotations and citations omitted).