## Facts

- UnrollMe operated a free email-management service that required users to provide email credentials so it could access inboxes and process unsubscribe requests.
- Plaintiffs alleged UnrollMe mined users’ email data and sold it to third parties, including compiling and selling user lists tied to particular services.
- Plaintiffs claimed the service did not adequately disclose the scope of its data collection and data-sale practices.
- Users accepted online Terms of Use containing (1) a forum-selection clause requiring litigation in New York state or federal courts and (2) a New York choice-of-law clause.
- Plaintiffs filed a putative class action in the Northern District of California asserting federal privacy claims (including ECPA and SCA) and California claims, including under the California Invasion of Privacy Act (CIPA).
- Defendants moved to transfer venue to the Southern District of New York under 28 U.S.C. § 1404(a) based on the forum-selection clause.

## Issues

1. Whether the Terms of Use forum-selection clause requiring litigation in New York was valid and enforceable despite plaintiffs’ characterization of the agreement as adhesive.
2. Whether asserted California public policy interests in applying California privacy law (including CIPA) constituted “extraordinary circumstances” sufficient to deny transfer under § 1404(a) when a forum-selection clause applies.
3. Whether, under the § 1404(a) framework for forum-selection clauses, any public-interest factors outweighed enforcing the parties’ chosen forum.

## Decision

- The court granted defendants’ motion to transfer the action to the Southern District of New York under 28 U.S.C. § 1404(a).
- The court enforced the forum-selection clause, treating it as applicable to the dispute and assented to through users’ registration and use.
- The court rejected the argument that adhesion alone invalidated the clause, finding no showing of fraud, coercion, or comparable misconduct.
- The court declined to deny transfer based on the possibility that New York law might be less protective than California law, noting that choice-of-law questions could be addressed by the transferee court.
- The court held that plaintiffs failed to identify public-interest factors strong enough to overcome the presumption favoring enforcement of a valid forum-selection clause.

## Legal Principles

- When a valid, applicable forum-selection clause exists, it is generally enforced through § 1404(a) transfer absent exceptional circumstances; the plaintiff’s forum choice and most private-interest factors receive little to no weight.
- Adhesion or unequal bargaining power, without fraud, overreaching, or extreme unfairness in forming the agreement, does not by itself render a forum-selection clause unenforceable in federal court.
- Potential differences between the chosen forum’s substantive law and the law of the original forum typically do not defeat transfer at the forum-selection stage; choice-of-law disputes are commonly resolved by the transferee court.
- Public-interest factors (e.g., local interest, familiarity with governing law, court administration) “rarely” justify disregarding a valid forum-selection clause.

## Conclusion

The court enforced the UnrollMe Terms of Use forum-selection clause and transferred the putative privacy class action to the Southern District of New York, holding that plaintiffs did not show extraordinary public-interest reasons to keep the case in California despite California-based privacy claims.


Cooper v. Slice Techs., Inc., No. 17-cv-03528-LB, 2017 WL 4071373 (N.D. Cal. Sept. 5, 2017)