## Facts

- Three first-year financial advisors signed standardized employment-related contracts with IDS Life Insurance Co., affiliated with American Express Financial Advisors, Inc.
- Plaintiffs were paid $2,000 per month, and the company deducted $900 per month as an “expense allowance” for overhead and office costs.
- The contracts stated they were Minnesota contracts governed by Minnesota law and contained a forum-selection clause requiring that actions be brought in Minnesota courts, with no alternative forum permitted.
- Minnesota had substantial connections to the employment relationship, including training in Minnesota, paychecks generated in Minnesota, and defendants’ principal places of business in Minnesota.
- Years later, plaintiffs filed a putative class action in New York Supreme Court alleging the monthly deductions violated New York Labor Law § 193 and related wage regulations.
- Defendants moved to dismiss based on the forum-selection clause; plaintiffs argued enforcement would be improper, including because Minnesota’s statute of limitations had run.

## Issues

1. Whether the forum-selection clause was mandatory (exclusive Minnesota forum) rather than merely permissive.
2. Whether New York wage-deduction policy required New York courts to refuse enforcement of the Minnesota forum-selection clause.
3. Whether enforcement was unreasonable or unjust because Minnesota’s statute of limitations would bar the claims, allegedly depriving plaintiffs of a forum.

## Decision

- The Court of Appeals affirmed dismissal of the New York action and enforced the forum-selection clause.
- The court construed the clause as mandatory, requiring that actions be brought in Minnesota courts.
- The court found no basis to invalidate the clause (no fraud, overreaching, or other recognized unfairness).
- The court held that Minnesota’s limitations bar did not make enforcement unjust; it reflected plaintiffs’ delay under the contractually chosen forum and law.
- The court rejected the argument that New York wage-deduction policy, without more, justified overriding the contractual forum choice.

## Legal Principles

- Forum-selection clauses are presumptively valid and enforceable; the resisting party must show enforcement would be unreasonable or unjust, or that the clause resulted from fraud or overreaching, or that enforcement would contravene a strong public policy.
- Contract language can create an exclusive forum obligation when it requires that actions be brought in a specified forum and leaves no alternative.
- A plaintiff’s loss of a claim due to the chosen forum’s statute of limitations, standing alone, does not render a forum-selection clause unenforceable.
- The presence of statutory wage claims does not automatically defeat an otherwise valid forum-selection clause absent a recognized ground for nonenforcement.

## Conclusion

The court enforced a mandatory Minnesota forum-selection clause in financial-advisor contracts, dismissing a New York wage-deduction class action because plaintiffs did not show fraud, overreaching, fundamental unfairness, or a sufficiently overriding public policy, even though Minnesota’s limitations period barred the claims.


Boss v. Am. Express Fin. Advisors, Inc., 6 N.Y.3d 242, 811 N.Y.S.2d 620, 844 N.E.2d 1142 (N.Y. 2006)