Introduction

This commentary examines the Second Circuit’s summary order in Meerovich v. Big Apple Institute, Inc., 24-1149 (2d Cir. May 19, 2025), which affirms the dismissal of Fair Labor Standards Act and New York Labor Law claims on forum non conveniens grounds. The plaintiff, Mikhail Meerovich, a former employee of Big Apple Institute, challenged a contractual forum selection clause designating Kings County, New York, courts as the exclusive forum. This decision clarifies the four-step enforceability analysis for forum selection clauses pointing to state courts and underscores the high bar for plaintiffs seeking to avoid such clauses.

Summary of the Judgment

The Second Circuit unanimously affirmed the district court’s dismissal of Meerovich’s complaint. Key holdings:

• The proper vehicle to enforce a state-court forum selection clause is a forum non conveniens motion.
• The clause met the first three “presumptively enforceable” requirements: (1) it was reasonably communicated; (2) it was mandatory; and (3) it covered the parties and claims.
• Meerovich failed to overcome the presumption of enforceability by showing fraud, overreaching or unfairness.
• New arguments raised on appeal—such as the expiration of the Agreement—were forfeited.
• Dismissal was without prejudice to refile in Kings County Supreme Court.

Analysis

Precedents Cited

• Martinez v. Bloomberg LP, 740 F.3d 211 (2d Cir. 2014): Established the four-step test for enforcing forum selection clauses via forum non conveniens.
• Phillips v. Audio Active Ltd., 494 F.3d 378 (2d Cir. 2007): Clarified steps one through three of the test and the presumptive enforceability rule.
• Rabinowitz v. Kelman, 75 F.4th 73 (2d Cir. 2023): Reiterated that state-forum clauses are enforced under forum non conveniens, not Rule 12(b)(3).
• Zappia Middle E. Constr. Co. v. Emirate of Abu Dhabi, 215 F.3d 247 (2d Cir. 2000): Held that denial of an evidentiary hearing on forum non conveniens is reviewed for abuse of discretion.
• Ragone v. Atlantic Video at Manhattan Ctr., 595 F.3d 115 (2d Cir. 2010): Under New York law, imperfect English comprehension does not excuse contract performance.
• Gold v. Deutsche Aktiengesellschaft, 365 F.3d 144 (2d Cir. 2004): A signor is presumed to know contract contents absent fraud or wrongful conduct.
• Scherk v. Alberto-Culver Co., 417 U.S. 506 (1974): International arbitration clause unenforceable if procured by fraud or coercion (emphasizing fraudulent inducement of the clause itself).

Legal Reasoning

The court applied the widely accepted four-step framework for forum selection clauses:

1. Reasonable Communication: The clause was in bold, legible text on page 8 of an eight-page Agreement, and signed/initialed by the employee.
2. Mandatory Nature: The language (“shall have exclusive jurisdiction”) rendered the clause obligatory.
3. Scope: The clause covered all proceedings “arising out of or relating to” the Agreement, thus embracing the FLSA and state-law claims.
4. Unreasonableness/Unfairness Exception: To overcome presumptive enforceability, a plaintiff must show gross unfairness, fraud, or overreaching specific to the clause. Meerovich’s allegations of a rushed signature and vague mischaracterization (“work agreement”) fell short of demonstrating coercion or clause-specific fraud.

Because Meerovich alleged no wrongful act targeted at the forum selection provision itself and never asked for the contract’s explanation, the clause stood. The district court’s refusal to hold an evidentiary hearing was likewise non-abusive, given the absence of disputed fact material to enforcement.

Impact

This decision reinforces that:

• Forum selection clauses designating state-court fora are enforced via forum non conveniens motions.
• Plaintiffs bear a heavy burden to show clause-specific overreaching or fraud—mere rushed signatures or language barriers will not suffice.
• Litigants should draft and highlight forum clauses clearly to satisfy the “reasonable communication” requirement.
• Contracting parties are reminded to address language or comprehension issues at signing to avoid future avoidance arguments.

Future litigants in the Second Circuit will likely face dismissal if they sign and initial a clear forum selection clause without evidence of targeted deception or coercion.

Complex Concepts Simplified

• Forum Non Conveniens: A doctrine allowing courts to dismiss a case when a contractually chosen forum is more appropriate.
• Forum Selection Clause: A contractual provision specifying which court will resolve disputes arising out of the agreement.
• Meeting of the Minds: Mutual agreement on contract terms; without it, a contract may be void—but must be shown via evidence of fraud, duress, or misunderstanding.
• Overreaching: When one party uses unfair tactics to impose terms; plaintiffs must show overreaching specific to the clause, not just the entire contract.
• Abuse of Discretion: A standard of review under which an appellate court upholds a lower court’s decision unless it is arbitrary or unreasonable.

Conclusion

The Second Circuit’s decision in Meerovich v. Big Apple Institute, Inc. cements the enforceability of clearly communicated, mandatory forum selection clauses under the forum non conveniens doctrine. By affirming dismissal, the court underscored the rigor of the four-step analysis and the difficulty of overturning such clauses absent demonstrable, clause-specific unfairness. As a result, employers and contracting parties should take care to ensure forum clauses are conspicuous and that signatories fully understand their implications at the time of signing.