## Facts

- Edward Melia, a Massachusetts resident, signed an executive employment contract with Zenhire, Inc., a New York corporation based in Erie County, New York.
- The contract required that disputes arising from the contract or employment relationship be litigated in courts located in Erie County, New York, and provided that New York law would govern the contract.
- Melia performed substantial work in Massachusetts, including customer development and meetings.
- Zenhire allegedly failed to pay Melia’s salary for several months.
- Melia sued in Massachusetts Superior Court alleging breach of contract, fraud, quantum meruit, and violations of the Massachusetts Wage Act (G.L. c. 149, §§ 148, 150).
- Zenhire moved to dismiss based on the forum-selection clause; Melia opposed enforcement as to the Wage Act claim, arguing Massachusetts public policy required a Massachusetts forum and that a New York court might apply New York wage law, reducing his statutory rights.

## Issues

1. Whether an employment contract’s forum-selection clause requiring litigation in New York is enforceable against an employee asserting Massachusetts Wage Act claims.
2. Whether enforcing the clause constitutes an unlawful “special contract” that waives or circumvents nonwaivable Wage Act protections.
3. Whether enforcement is unreasonable if the foreign forum would apply non-Massachusetts law and thereby deprive the employee of substantive Wage Act rights.

## Decision

- The Supreme Judicial Court of Massachusetts affirmed dismissal and enforced the forum-selection clause.
- Forum-selection clauses in employment agreements are presumptively enforceable, including for Wage Act claims, unless enforcement would be unfair, unreasonable, or contrary to fundamental public policy.
- Public policy does not categorically require Wage Act claims to be litigated in Massachusetts.
- A forum-selection clause functions as a prohibited “special contract” only if (1) the claim is within the Wage Act, (2) the foreign court would apply non-Massachusetts law under its choice-of-law rules, and (3) that law would deprive the employee of a substantive Wage Act right.
- On the allegations presented, a New York court applying New York choice-of-law doctrine would apply the Massachusetts Wage Act, so enforcement would not deprive Melia of substantive statutory rights.
- Melia failed to meet his burden to show likely application of non-Massachusetts law or loss of concrete Wage Act remedies.

## Legal Principles

- Massachusetts courts generally enforce forum-selection clauses that are fair and reasonable; the party resisting enforcement bears a substantial burden.
- Forum-selection clauses in employment contracts are presumptively enforceable as to Massachusetts Wage Act claims.
- The Wage Act’s bar on “special contracts” is violated by a forum-selection clause only when enforcement would likely lead to application of non-Massachusetts law that eliminates or reduces substantive Wage Act rights.
- Speculation that a foreign forum might apply different law is insufficient; the employee must show, under the foreign forum’s choice-of-law rules, a real likelihood of losing specific Wage Act protections (including statutory remedies).

## Conclusion

Massachusetts enforced a New York forum-selection clause against an employee bringing Wage Act claims because the employee did not show that litigating in New York would likely result in application of non-Massachusetts law that would curtail substantive Wage Act rights.


Melia v. Zenhire, Inc., 462 Mass. 164, 967 N.E.2d 580 (Mass. 2012)