## Facts

- Gerilynne Seigneur joined National Fitness Institute, Inc. (NFI), a private fitness club in Rockville, Maryland, on a one-month trial membership to begin a fitness and weight-loss program.
- NFI marketed that it employed trained fitness and exercise specialists and offered programs suited to a member’s health status and fitness level.
- As part of joining, Seigneur signed a participation agreement containing an exculpatory clause stating the member assumed risks and releasing NFI from claims for injuries, including those arising from NFI’s “passive or active negligence.”
- Seigneur disclosed prior back-related issues and a lack of fitness.
- During an initial evaluation using weight machines, she felt a tearing sensation in her right shoulder, later required surgery to repair a muscle tear, and claimed lasting impairment.
- Seigneur and her husband sued NFI in the Circuit Court for Montgomery County for negligence (and a derivative claim).
- NFI sought dismissal based on the release; the court treated the motion as one for summary judgment and entered judgment for NFI based on the exculpatory clause.

## Issues

1. Whether the participation agreement’s exculpatory clause clearly and specifically released NFI from liability for personal injuries caused by NFI’s own negligence.
2. Whether the clause was unenforceable as against public policy because (a) it was imposed through grossly unequal bargaining power or (b) the transaction implicated the public interest.

## Decision

- The Court of Special Appeals of Maryland affirmed summary judgment for NFI.
- The court held the exculpatory clause was clear, unambiguous, and broad enough to release NFI from liability for ordinary negligence.
- The court held the public-policy exceptions did not apply because the claim alleged ordinary negligence (not reckless, wanton, grossly negligent, or intentional conduct), the membership contract did not reflect grossly unequal bargaining power, and the health club service was not an essential public service implicating the public interest.

## Legal Principles

- In Maryland, an unambiguous exculpatory clause is generally enforceable if it clearly and specifically shows intent to release the defendant from liability for personal injury caused by the defendant’s negligence.
- Exculpatory clauses are unenforceable on public-policy grounds when: (1) the protected party intentionally causes harm or engages in reckless, wanton, or gross negligence; (2) bargaining power is so grossly unequal that one party is placed at the mercy of the other’s negligence; or (3) the transaction involves the public interest.
- A standardized, take-it-or-leave-it contract does not, by itself, establish the “grossly unequal bargaining power” exception; the analysis considers availability of alternatives and whether the service is nonessential.
- Transactions for private, recreational, nonessential services generally do not qualify as matters of public interest sufficient to invalidate a negligence release.

## Conclusion

The court enforced the health club’s liability waiver because it plainly covered ordinary negligence and did not fall within Maryland’s public-policy limits on exculpation, making summary judgment for the club proper.


Seigneur v. Nat'l Fitness Inst., Inc., 132 Md. App. 271, 752 A.2d 631 (Md. Ct. Spec. App. 2000)