2024 NY Slip Op 05870
When a party moves to enforce a forum selection clause, they bear the initial burden of authenticating the agreement; if the party meets the burden, the opposing party must establish a genuine issue of fact regarding the authenticity of the signatures on the document.
Summary
In a negligence and wrongful death lawsuit, the defendant nursing center sought to enforce a contractual venue provision requiring litigation in Nassau County. The plaintiff, challenging the venue, contested the authenticity of the admission agreements containing the clause, claiming the signatures were forged. The Court of Appeals held that the defendant met its initial burden of authenticating the agreements through circumstantial evidence, including the director of admissions’ affidavit and confirmation of the agreements. The burden then shifted to the plaintiff, who failed to raise a genuine issue of fact regarding the forgery, and venue was properly transferred. The court clarified that the electronic nature of the signatures did not impact authenticity and the defendant was not required to submit proof the electronic signature software had anti-fraud measures.
Facts
James Knight, as administrator of his mother’s estate, sued New York & Presbyterian Hospital and Dewitt Rehabilitation and Nursing Center in Supreme Court, New York County, alleging negligence and wrongful death at Dewitt. Dewitt moved to transfer venue to Nassau County based on forum selection clauses in two admission agreements electronically signed by the decedent. Dewitt submitted the agreements and an affidavit from the director of admissions. Knight opposed, arguing lack of authentication and that the signatures were not genuine, submitting a handwriting exemplar. Supreme Court granted Dewitt’s motion; the Appellate Division reversed, finding inadequate authentication. The Court of Appeals reversed the Appellate Division.
Procedural History
The case originated in Supreme Court, New York County. The trial court granted Dewitt’s motion to change venue. The Appellate Division, First Department, reversed, finding that Dewitt failed to adequately authenticate the admission agreements. The Court of Appeals granted leave to appeal and reversed the Appellate Division, reinstating the Supreme Court’s order.
Issue(s)
1. Whether the party moving to enforce a forum selection clause has the initial burden to establish the authenticity of the document containing the clause.
2. Whether the evidence presented by Dewitt was sufficient to meet its initial burden of authenticating the admission agreements.
3. Whether the evidence presented by Knight was sufficient to raise a genuine issue of fact regarding the authenticity of the signatures on the admission agreements.
Holding
1. Yes, because, when the authenticity of a document is at issue on a motion to change venue, the party relying on the document has the initial burden of authenticating it.
2. Yes, because Dewitt provided the director of admissions’ affidavit and the admission agreements with the signatures.
3. No, because Knight failed to offer sufficient evidence to establish a genuine issue of fact regarding the authenticity of the signatures.
Court’s Reasoning
The court first recognized the validity of forum selection clauses and that the party moving to enforce such a clause must establish the authenticity of the writing. The court found that Dewitt met its burden by submitting the admission agreements and an affidavit. The affidavit from the Director of Admissions described the facility’s admission process, which includes the resident signing paperwork and the staff member witnessing the signature. The director confirmed that the agreements were kept in the ordinary course of business. The court reasoned that Dewitt came forward with sufficient circumstantial evidence of authenticity. Since the defendant met its burden, the burden shifted to the plaintiff to show why the venue selection provision should not be enforced. The court determined that the plaintiff’s submission, an affidavit claiming familiarity with the decedent’s handwriting and an undated exemplar of the signature, was insufficient to raise a question of fact about forgery. It also noted the electronic signature was valid.
Practical Implications
This decision clarifies that parties seeking to enforce venue selection clauses must first establish that the agreement is authentic. This can be done through various means, including circumstantial evidence. It underscores that bare assertions of forgery are insufficient to overcome such a showing; a party challenging the authenticity must present evidence sufficient to raise a triable issue of fact. It emphasizes that electronic signatures are valid and that if there are questions of validity, the party moving to enforce must lay a proper foundation for its authenticity. Practitioners should ensure they provide sufficient evidence of authenticity in support of venue-related motions. The case demonstrates that circumstantial evidence, such as business records, can be adequate for authentication. Later cases will likely cite this ruling for guidance on burden-shifting in similar contractual disputes. Further, practitioners may use this case as precedent for the types of evidence required to meet an authentication burden.