Forum Selection Clauses

"The forum for settling disputes arising out of a commercial transaction undertaking may be chosen in a signed or authenticated agreement in the manner provided in 12A:5-104 or by a provision in the person's letter of credit, confirmation, or other undertaking. N.J. STAT. ANN. 12A:5-116. "

"New Jersey courts follow the ""modern approach"" to enforcing choice of law provisions. This approach enforces freely negotiated forum selection clauses, unless the clause contravenes strong public policy, is unreasonable and unjust, or stems from a fraud or undue influence. See Biordi Prods. Corp. v. Axam, Inc., 1989 WL 201020 (D. N.J. 1989); Fairfield Lease v. Liberty Temple, 221 N.J. Super. 647, 652 (1987);

Paradise Enterprises Limited v. Sapir, 356 N.J. Super. 96 (2002); Danka Funding Co. v. Sky City Casino, 747 A.2d 837 (N.J. Super. 1999); Carroll v. United Airlines, Inc., 325 N.J. Super. 353 (1999).

Additionally, a New Jersey court will not enforce a forum selection clause if enforcement would seriously inconvenience trial. See Copelco Capital, Inc. v. Shapiro, 331 N.J. Super. 1 (2000); Contracting, Inc. v. Tomasco Corp., 335 N.J. Super 73 (2000). New Jersey also requires forum selection clauses to provide adequate notice to protects the state's policies of fundamental fairness. See Copelco, 331 N.J. Super. at 4. With respect to an equipment lease agreement, one New Jersey court deemed a forum selection clause unenforceable because it did not provide proper notice in subjecting the lessee to jurisdiction in any state or federal court in the location of the lessor, or a future assignee. See id."

Unless the New Jersey Commercial Code chapter on leases provides otherwise, leasing agreements are effective and enforceable according to their terms. See N.J. STAT. ANN. § 12A:2A-301. New Jersey's Commercial Code does not make any restrictions to commercial leases with respect to the forum selection clauses.