## Facts

- Mustafa Fteja, a New York Facebook user, alleged Facebook disabled his account on September 24, 2010 without warning or stated reason.
- He claimed the loss of access harmed his personal relationships, caused emotional distress, and damaged his reputation.
- Fteja alleged Facebook ignored his attempts to resolve the issue through the site’s procedures and provided no explanation.
- He surmised the disabling was discriminatory based on his religion and ethnicity (he is Muslim and named Mustafa).
- Facebook’s registration page required users to click “Sign Up,” with a nearby statement that clicking indicated the user had read and agreed to the Terms of Use; “Terms of Service” appeared as a hyperlink to the full terms.
- The Terms of Use included a forum-selection clause requiring disputes to be litigated in Santa Clara County, California.
- Fteja asserted he did not recall agreeing to the Terms of Use or the forum-selection clause.
- Fteja sued in New York state court; Facebook removed to federal court on diversity jurisdiction and moved to transfer under 28 U.S.C. § 1404(a) based on the forum-selection clause (and alternatively sought dismissal or a more definite statement).
- A non-party sought to join as an additional plaintiff based on a similar account disabling.

## Issues

1. Whether Facebook’s online Terms of Use reasonably communicated the forum-selection clause to the user and formed an enforceable agreement binding Fteja.
2. If enforceable, whether the case should be transferred under 28 U.S.C. § 1404(a) to the Northern District of California as the contractually selected forum and a proper venue.
3. What effect, if any, Fteja’s claimed hardship (including health-related travel difficulty) had on enforcement of the forum-selection clause and the transfer analysis.

## Decision

- The court held the forum-selection clause in Facebook’s Terms of Use was valid and enforceable against Fteja.
- The court granted Facebook’s motion to transfer the action to the U.S. District Court for the Northern District of California under 28 U.S.C. § 1404(a).
- The court treated the online assent process as sufficient notice and objective manifestation of agreement, despite Fteja’s claim that he did not remember agreeing or reading the terms.
- The court found the action could have been brought in the Northern District of California because Facebook’s relevant operations, employees, and records were located there and venue and jurisdiction were proper.
- The court gave substantial weight to the forum-selection clause and found traditional § 1404(a) factors (locus of operative facts, convenience of witnesses and evidence) favored transfer.
- The court concluded Fteja’s hardship arguments did not justify declining to enforce the forum-selection clause.
- Because the case was transferred, the court did not decide the alternative motions to dismiss or for a more definite statement, and joinder issues were left for the transferee court.

## Legal Principles

- Online agreements can be enforceable when the interface informs users that clicking a registration button signifies assent and provides immediate access to the terms via hyperlink.
- Contract formation and assent are evaluated objectively; a party’s claimed failure to read, or inability to recall agreeing to, terms typically does not defeat enforcement where assent was required to register.
- Forum-selection clauses are generally presumptively enforceable; the resisting party bears the burden to show invalidity (such as fraud or overreaching) or that enforcement would be unreasonable or unjust.
- A valid forum-selection clause is entitled to significant weight in a 28 U.S.C. § 1404(a) transfer analysis and can reduce the weight otherwise given to the plaintiff’s chosen forum.
- In assessing transfer, courts consider whether the action could have been brought in the proposed transferee district and weigh convenience and justice factors, including locus of operative facts, location of witnesses and records, and practical burdens.

## Conclusion

The court enforced Facebook’s forum-selection clause presented through a registration page requiring users to click “Sign Up” with conspicuous notice and a hyperlink to the Terms of Use, and transferred the dispute to the Northern District of California under § 1404(a), leaving merits and joinder questions to the transferee court.


Fteja v. Facebook, Inc., 841 F. Supp. 2d 829 (S.D.N.Y. 2012)