COPELCO CAPITAL, INC. v. SHAPIRO, N.J. Super. App. Div., Judgment, Law, casemine.com

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Attorney(S)

Debra E. Guston, argued the cause for appellant (Guston Guston, attorneys; Ms. Guston, on the brief). William Uscher argued the cause for respondent (Uscher, Quiat, Uscher Russo, attorneys; Mr. Uscher, on the brief).

Judges

STERN, P.J.A.D. (concurring).

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Smart Summary

Factual and Procedural Background

Defendant leased a Konica copier system from American Business Credit Corporation in Missouri for use solely in Missouri. The lessor later assigned its rights to the lease-payment stream to plaintiff, a Delaware corporation with its principal place of business in New Jersey. Defendant made only an initial payment and then defaulted. [1][2][3]

Plaintiff sued in New Jersey under a lease clause providing that the agreement would be governed by the law of the State containing the principal office of the lessor or assignee and consenting to jurisdiction in that State. The trial court initially dismissed for lack of jurisdiction but reinstated the complaint on reconsideration; after a bench trial, it entered a $40,462.22 judgment against defendant. [1][4][5]

Defendant appealed, challenging jurisdiction, the validity of the assignment, and the calculation of damages. [1]

Legal Issues Presented

Whether the forum-selection and choice-of-law clause was enforceable under New Jersey law. [6][7]
Whether New Jersey could constitutionally exercise personal jurisdiction over defendant in the absence of an enforceable contractual clause. [8]
Whether defendant’s remaining challenges concerning the assignment and damages required resolution. [1][9]

Arguments of the Parties

Defendant-Appellant's Arguments

Defendant argued that New Jersey lacked jurisdiction, that the assignment to plaintiff was invalid, and that the trial court improperly calculated damages. [1]
He maintained that the lease payment was represented as substantially lower than the amount actually required and attributed his default to that representation. [2]

Plaintiff-Respondent's Position

Plaintiff relied on the contractual forum-selection and choice-of-law clause as the basis for filing suit in New Jersey. [2][4]

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Caspi v. Microsoft Network L.L.C.	Forum-selection clauses generally are enforced when notice and reasonableness requirements are satisfied.	The court applied Caspi’s notice requirement and reviewed enforceability de novo. [6][7]
Shelter Systems v. Lanni Builders	Forum-selection clauses may be denied effect for fraud, coercive bargaining power, serious inconvenience, or violation of strong public policy.	The court distinguished Shelter Systems because defendant lacked comparable notice of the possible forum. [6][10][11]
Wilfred MacDonald, Inc. v. Cushman, Inc.	Serious inconvenience requires circumstances so grave that a party would effectively be deprived of its day in court.	The court cited this standard in describing the recognized exception to enforcement. [6]
M/S Bremen v. Zapata Off-Shore Co.	Forum-selection clauses promote predictable, neutral forums but may be rejected when unreasonable or unjust.	The court concluded that a clause permitting a forum anywhere in the country, unidentified when the contract was made, was inconsistent with those objectives. [6][12][13]
Kubis Perszyk Assoc. Inc. v. Sun Microsystems, Inc.	Public-policy considerations may render forum-selection provisions presumptively invalid in particular statutory contexts; reasonableness also applies.	The court relied on public-policy principles and Restatement-based reasonableness analysis. [6][7]
McNeill v. Zoref	Strong public policy may invalidate a forum-selection provision.	The case was cited as an example of that principle concerning the entire controversy doctrine. [6]
Param Petroleum Corp. v. Commerce and Indus. Ins. Co.	Forum-selection provisions may be invalid where inconsistent with public policy embodied in insurance statutes.	The court cited it as another public-policy example. [6]
Manalapan Realty, L.P. v. Twp. Committee of Manalapan	Questions concerning enforceability of forum-selection clauses are legal questions reviewed de novo.	The court applied de novo review. [7]
Mercedes-Benz Credit Corp. v. Lotito	Identified the effective date of Article 2A in New Jersey.	The court used it in comparing Missouri and New Jersey commercial-lease law. [14]
Doss v. Syntex Agribusiness	Identified Missouri’s adoption of Article 2A.	The court cited it in explaining Missouri’s applicable leasing law. [14]
High Life Sales Co. v. Brown-Forman Corp.	Missouri enforces forum-selection clauses when they are not unfair or unreasonable.	The court noted Missouri’s current rule while concluding that the clause conflicted with Missouri public policy. [14]
Leasefirst v. Hartford Rexall Drugs, Inc.	Recognized enforcement of forum-selection clauses subject to fairness and reasonableness principles.	The court cited it alongside Missouri authority. [14]
Waste Management Inc. v. Admiral Ins. Co.	New Jersey’s long-arm jurisdiction extends to the limits of due process and requires sufficient minimum contacts.	The court concluded that defendant’s alleged contacts were insufficient without the contractual clause. [8]
Danka Funding, L.L.C. v. Page, Scrantom, Sprouse, Tucker Ford, P.C.	Discussed enforcement of the same or materially identical lease clause in a commercial transaction involving a law firm.	The concurrence disagreed with allowing the federal result to control and nevertheless joined the state court’s contrary conclusion. [15][16][17][18]
Hellwig v. J.F. Rast Co., Inc.	Was cited regarding the effect of federal decisions in state-court proceedings.	The concurrence cited it in discussing whether outcomes should depend on removal to federal court. [15]
Dewey v. R.J. Reynolds Tobacco Co.	Federal court opinions are not binding on New Jersey courts.	The concurrence relied on it in explaining the limited authority of federal precedent. [15][18]
Burger King Corp. v. Rudzewicz	Personal jurisdiction may arise from a valid forum-selection clause.	The concurrence recognized that principle while joining the conclusion that this clause was invalid. [16]
Coastal Steel Corp. v. Tilghman Wheelabrator Ltd.	Supported the strong presumption favoring enforcement of forum-selection clauses.	The concurrence acknowledged the presumption before determining that this case crossed the line into unreasonableness. [16]
Reynolds Publishers, Inc. v. Graphics Fin. Group, Ltd.	Was cited regarding the significance of forum-selection clauses in commercial agreements.	The concurrence referenced it in considering the sophistication of commercial parties. [16]
Byrnes v. Landrau	Was cited concerning possible limitations consequences following dismissal.	The concurrence expressed concern that dismissal might prevent plaintiff from recovering if Missouri’s limitations period had expired. [19]
State v. Coleman	Federal opinions, even on federal issues, are not binding on state courts.	The concurrence cited it in describing the authority of federal precedent. [18]
Three Affiliated Tribes v. Wold Engineering, P.C.	State courts are final arbiters of state-law issues, subject to federal constitutional requirements.	The concurrence applied that principle to state law governing jurisdiction. [18]
Small v. Department of Corrections	Supported state-court authority over state-law questions.	The concurrence cited it with Three Affiliated Tribes. [18]
Carnival Cruise Lines, Inc. v. Shute	Was cited generally regarding enforcement of forum-selection clauses under the unreasonable-and-unjust standard.	The concurrence considered it alongside Bremen and concluded that the present clause was unreasonable. [13]

Court's Reasoning and Analysis

New Jersey generally enforces forum-selection clauses, but enforcement is denied where the clause results from fraud or coercive bargaining, is seriously inconvenient, or violates strong public policy. Enforceability turns on notice and reasonableness, and the issue is reviewed de novo as a question of law. [6][7]

The clause failed the notice requirement because it did not identify any definite forum. Instead, it made the forum depend on the principal office of an unnamed assignee whose identity and location might not have been known when the lease was executed. [20][11]

The court distinguished Shelter Systems, where surrounding documents alerted the contracting parties that New Jersey was likely to be the forum. Defendant had no comparable notice. [10][21][22][11]

The clause also undermined the rationale for enforcing forum-selection provisions: advance agreement to a predictable and neutral forum. Because the clause could select a forum anywhere in the country and the forum would not be identifiable until after contracting, it was unfair and unreasonable. [12]

The court further observed that enforcement conflicted with Missouri public policy. Missouri would otherwise have been the logical venue and likely governing-law jurisdiction, and Missouri’s Article 2A addressed unconscionable lease provisions. [14][23]

Once the forum-selection clause was held unenforceable, defendant’s other claims concerning the assignment and damages became moot. [9]

Without the clause, New Jersey’s long-arm rule could not constitutionally reach defendant. Defendant allegedly owned no New Jersey property, had not visited New Jersey for more than three years, and entered into the transaction outside New Jersey with non-New Jersey parties. [8]

The concurrence acknowledged the strong presumption favoring forum-selection clauses and the significance of defendant’s status as an attorney, but concluded that the absence of any connection between New Jersey and the transaction, combined with the clause’s unlimited reference to any assignee’s principal office, made enforcement unreasonable and unjust. [16][19][13]

Holding and Implications

The judgment was reversed, and the complaint was dismissed for lack of jurisdiction. The forum-selection clause was unenforceable because it failed to provide adequate notice and was unfair and unreasonable. [9][8][24]

The direct effect was termination of plaintiff’s New Jersey action and vacatur of the $40,462.22 judgment. The opinion did not establish that forum-selection clauses are generally invalid; it applied existing notice, reasonableness, public-policy, and due-process principles to this clause. [1][6][20][12][24]

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COPELCO CAPITAL, INC., PLAINTIFF-RESPONDENT, v. ALVIN D. SHAPIRO, INDIVIDUALLY, AND ALVIN D. SHAPIRO, D/B/A ALVIN D. SHAPIRO, ATTORNEY, AND ALVIN D. SHAPIRO, D/B/A THE LAW OFFICES OF ALVIN D. SHAPIRO, DEFENDANT-APPELLANT.

The opinion of the court was delivered by

KESTIN, J.A.D.

Plaintiff holds, by way of an assignment, the rights to a payment stream generated by the lease of certain office equipment. An action to recover the monies due under the lease was filed in the Law Division and the subsequent bench trial resulted in a $40,462.22 judgment against defendant lessee, a Missouri attorney. Defendant appeals, contending that jurisdiction was lacking, that the purported assignment to plaintiff was invalid, and that the lower court erred in computing damages. We agree with the first of these arguments, and therefore reverse the judgment entered by the Law Division.

Defendant leased a Konica 3135 copier system from American Business Credit Corporation ("ABCC"), a Florida corporation, in September of 1994. The lease agreement was negotiated and entered into in Missouri, and the copier was delivered and used solely in Missouri. Shortly after the lease agreement was entered into, ABCC assigned its rights to the payments under the lease to plaintiff, a Delaware corporation with New Jersey as its principal place of business. Defendant never made a payment on the lease outside of an initial payment of some $620 (alleged by defendant to be first and last months' rental) at the time of signing. He attributes his default to the fact that he had been led to believe that the monthly payment would be considerably less than it actually turned out to be. Plaintiff filed suit in New Jersey to recover the monies due it, relying on the following clause which was written in capital letters on the second page of the lease agreement:

Choice of Law: This rental and each schedule shall be governed by the internal laws for the state in which our or our assignee's principal corporate offices are located. You consent to the jurisdiction of any local, state, or federal court located within our or our assignee's state, and waive any objection relating to improper venue.

Apparently the assignment only covered the rights to the payment stream. The record before us suggests that ABCC retained ultimate title to the machine.

The trial court initially dismissed the complaint on jurisdictional grounds, but then reversed itself following a motion for reconsideration filed by plaintiff.

We note, as a preliminary matter, that forum selection clauses are generally enforced in New Jersey. Caspi v. Microsoft Network L.L.C., 323 N.J. Super. 118, 122, 732 A.2d 528 (App.Div. 199 9); Shelter Systems v. Lanni Builders, 263 N.J. Super. 373, 875, 622 A.2d 1345 (App.Div. 1993). Nevertheless, such provisions will not be given effect if they are the result of "fraud or coercive bargaining power," or if enforcement of the clause would "be seriously inconvenient for the trial." Shelter Systems, supra, 263 N.J. Super. at 375, 622 A.2d 1345. The latter exception does not apply in cases where geographic distance merely inconveniences production of non-party witnesses; rather, it is reserved for the situation where "trial in the contractual forum will be so gravely difficult and inconvenient that [the party] will for all practical purposes be deprived of his day in court." Wilfred MacDonald, Inc. v. Cushman, Inc., 256 N.J. Super. 58, 65, 606 A.2d 407 (App.Div.), certif. den'd, 130 N.J. 17, 611 A.2d 655 (1992) (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 18, 92 S.Ct. 1907, 1917, 32 L.Ed.2d 513, 525 (1972)). Lastly, a court should not enforce a forum selection provision that violates a "strong public policy of the local forum." Shelter Systems, supra, 263 N.J. Super. at 375, 622 A.2d 1345; see also Kubis Perszyk Assoc. Inc. v. Sun Microsystems, Inc., 146 N.J. 176, 192-93, 680 A.2d 618 (1996) (recognizing public policy considerations espoused by the Franchise Act, and therefore finding forum selection provisions in franchise agreements presumptively invalid); McNeill v. Zoref 297 N.J. Super. 213, 222-24, 687 A.2d 1052 (App.Div. 1997) (holding the same regarding the public policy considerations of the entire controversy doctrine); Param Petroleum Corp. v. Commerce and Indus. Ins. Co., 296 N.J. Super. 164, 170-71, 686 A.2d 377 (App.Div. 1997) (holding the same in relation to statutes involving insurance litigation).

In New Jersey, the enforceability of forum selection clauses is governed by requirements of notice, Caspi, supra, 323 N.J. Super. at 126, 732 A.2d 528, and reasonableness, see Restatement (Second) of Conflicts of Laws § 80 (1969) (revised 1988) (cited in Kubis, supra, 146 N.J. at 188, 680 A.2d 618). Whether these requirements have been met is a question of law, see Caspi, supra, 323 N.J. Super. at 126, 732 A.2d 528, reviewable on appeal on a de novo basis, Manalapan Realty, L.P. v. Twp. Committee of Manalapan, 140 N.J. 366, 378, 658 A.2d 1230 (1995).

The notice and reasonableness requirements have their source in this State's policies promoting fundamental fairness. In the circumstances presented here, they weigh against enforcement of the clause currently before us. From the "four corners of the instrument" a prospective lessee cannot identify the jurisdiction in which an action will be brought, as the contract states in the most general terms that the proper forum is contingent upon the location of an unnamed assignee's principal office. On the face of the provision itself, it is fair to assume that the assignee's identity may be unknown even to the lessor at the time the contract is created.

These latter factors serve to distinguish Shelter Systems, in which a facially non-specific forum selection clause was held to be enforceable. The forum selection provision there stated that suit should be brought "only in courts located in the State where Seller's principal place of business is located." Shelter Systems, supra, 263 N.J. Super. at 375, 622 A.2d 1345. Defendants contended that the provision should have been considered invalid based on the fact that they did not know where the relevant principal place of business was when they signed the contract. We disagreed.

It is tempting to rule that it does not matter if they did not know; having agreed to a forum in which to litigate disputes, they should have inquired where it was. It is clear, however, that defendants were in possession of facts that should have alerted them that New Jersey was involved. For example, defendants executed a credit application and guarantee on plaintiffs letterhead, which showed addresses for five offices. The first one listed was the New Jersey location. The remaining four were in other states, and they all related to differently named local subsidiaries or divisions of plalntiff. No one who merely glanced at the letterhead would be surprised to find that plaintiff's principal place of business was in New Jersey.

[Ibid. (footnote omitted).]

Here, defendant had no such notice.

Enforcing a clause such as the one at issue here is also inconsistent with the doctrinal underpinnings of the majority rule that forum selection clauses should be given effect. The rule rests, at least in part, on the idea that in a realm of free contract the parties should be allowed to agree in advance to a mutually satisfactory forum, thus insuring a predictable and neutral locus for the resolution of any dispute. M/S Bremen, supra, 407 U.S. at 10-16, 92 S.Ct. at 1913-16, 32 L.Ed.2d at 520-23. We fail to see how the instant clause furthers these objectives. The fact that the forum selection clause before us could easily have resulted in a "proper forum" anywhere in the entire country — a forum that would not be identifiable until sometime after the agreement was entered into — violates the notice requirement of Caspi/Shelter Systems and militates in favor of a finding that the clause is both unfair and unreasonable as measured by Restatement standards. See Restatement (Second) of Conflict of Laws § 80 (1988).

It is worth noting that the unreasonableness also offends the public policy of Missouri as we understand it. Were it not for the clause at issue, Missouri would have have been the logical venue for this suit and, except for the choice of law provision in the same clause, Missouri. law would govern. The matter would have fallen under the purview of Article 2A of the Uniform Commercial Code, enacted earlier in Missouri than it was in New Jersey. See Mercedes-Benz Credit Corp. v. Lotito, 306 N.J. Super. 25, 34, 703 A.2d 288 (App.Div. 1997) (noting January 10, 1995, as Article 2A's effective date in New Jersey); Doss v. Syntex Agribusiness, 901 S.W.2d 293, 294 n. 1 (Mo.Ct.App. 1995) (noting that Missouri adopted Article 2A in 1992; see Mo.Rev.Stat. § 400.2A-108 (1999)). Section 108 of Article 2A deals with unconscionable clauses in lease agreements. Although Missouri once subscribed to the minority rule that forum selection clauses were per se invalid, the current rule in Missouri is that forum selection clauses are enforceable as long as they are not unfair or unreasonable. High Life Sales Co. v. Brown-Forman Corp., 823 S.W.2d 493, 497 (Mo. 1992); see also Leasefirst v. Hartford Rexall Drugs, Inc., 168 Wis.2d 83, 483 N.W.2d 585 (Wis.Ct.App.), rev. den'd., 490 N.W.2d 24 (Wis. 1992). It may well be that once the matter is litigated in a proper forum, even the choice of law provision in the clause under review — insofar as it fails to identify a jurisdiction — may be deemed to be ineffective by reason of the same notice and reasonableness tests.

Section 106 of Article 2A specifically forbids the enforcement of a forum selection provision in a consumer lease where the resulting court would not otherwise have jurisdiction over the lessee. Mo.Rev.Stat. § 400.2A-106 (2) (1999). Although the instant contract is not a consumer lease, Mo.Rev.Stat. § 400.2A-103 (e) (1999), we find this section to be informative in terms of the unfairness/unreasonableness of a forum selection clause such as the one presently before us.

In the light of our determination that the forum selection provision of the parties' contract is unenforceable under New Jersey law, the other points of error raised by the defendant, are moot.

Our holding that the forum selection clause is unenforceable effectively deprives our courts "of jurisdiction over this matter. New Jersey's long-arm rule allows for jurisdiction to the limits of due process, so that an "exercise of jurisdiction . . . is measured by such minimal contacts with the forum state so that maintenance there of suit does not offend traditional notions of fair play and substantial justice." Pressler, Current N.J. Court Rules, comment 9 on R. 4:4-4 (1999); see also Waste Management Inc. v. Admiral Ins. Co., 138 N.J. 106, 649 A.2d 379 (1994), cert. den'd 513 U.S. 1183, 115 S.Ct. 1175, 130 L.Ed.2d 1128 (1995). Here, defendant alleges that he owns no property in New Jersey and has not even visited the State for over three years; and the business transaction from which this case arose was conducted outside of New Jersey by non-New Jersey residents and corporations. Without a basis for applying the forum selection/choice of law clause at issue, New Jersey cannot constitutionally assert jurisdiction over this defendant.

The judgment of the trial court is reversed; and the complaint is dismissed for lack of jurisdiction.

STERN, P.J.A.D. (concurring).

On September 14, 1994, defendant Alvin Shapiro, an attorney, leased a Konica 3135 copier system from American Business Credit Corporation for use by his law firm in Kansas City, Missouri. The supplier was EBE Danka, and paragraph 13 of the agreement provided in all capital letters (the only paragraph containing all capital letters):

CHOICE OF LAW: THIS RENTAL AND EACH SCHEDULE SHALL BE GOVERNED BY THE INTERNAL LAWS FOE THE STATE IN WHICH OUR OR OUR ASSIGNEE'S PRINCIPAL CORPORATE OFFICES ARE LOCATED. YOU CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN OUR OR OUR ASSIGNEE'S STATE, AND WAIVE ANY OBJECTION RELATING TO IMPROPER VENUE.

Shortly after its execution, American Business Credit Corporation assigned the agreement to plaintiff, which commenced this action in the Law Division. There is no dispute that plaintiffs principal office is in New Jersey.

On January 29, 1997, the law firm of Page, Scrantom, Sprouse, Tucker Ford, P.C., leased two Konica copiers from the American Business Credit Corporation for use in its law office in the State of Georgia. The supplier of the leased equipment was also Danka, and the same paragraph 13 was embodied in the Page, Scrantom agreement. In fact, it appears that the identical lease form was utilized. See Danka Funding, L.L.C. v. Page, Scrantom, Sprouse, Tucker Ford, P.C., 21 F. Supp.2d 465, 467-68 (D.N.J. 1998). Shortly after execution of the Page, Scrantom lease, American Business Credit Corporation, a Danka company, assigned the lease to Danka Funding, L.L.C., which claimed to have its principal office in New Jersey, and filed suit against the Georgia law firm, just as this plaintiff filed suit against defendant. Page, Scrantom removed the action to the federal District Court and unsuccessfully moved there to dismiss for lack of jurisdiction and for transfer of venue. The only material difference between this case and Danka Funding is the result, and I therefore pause to consider the impact of the federal precedent. In my view the result of a case such as this should not turn, as it does here, on whether the defendant removed the matter to federal court on the basis of diversity. Cf. Hellwig v. J.F. Rast Co., Inc., 215 N.J. Super. 247, 254-55, 521 A.2d 896 (App.Div. 1987) (Stern, J.A.D., concurring), aff'd, 110 N.J. 37, 538 A.2d 1243 (1988). See also Dewey v. R.J. Reynolds Tobacco Co., 121 N.J. 69, 80, 577 A.2d 1239 (1990).

In an unpublished opinion, another federal judge also ruled for this plaintiff in an unrelated action involving the same form of equipment lease. See R. 1:36-3.

Given Danka Funding's reference to choice-of-law principles and New Jersey law (except for its discussion of federal constitutional principles and of procedural issues not relevant to the case before us), that decision cannot be distinguished on the basis that it emanates from a federal court. Moreover, there is no dispute that in personam jurisdiction can flow from a valid forum selection clause, see Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471 n. 14, 105 S.Ct. 2174, 2182 n. 14, 85 L.Ed.2d 528, 540 n. 14 (1985); M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15, 92 S.Ct. 1907, 1916, 32 L.Ed.2d 513, 522-23 (1972), and that there is a strong presumption in favor of enforcement of such clauses. Bremen, supra, 407 U.S. at 14-15, 92 S.Ct. at 1915-16, 32 L.Ed.2d at 523; Coastal Steel Corp. v. Tilghman Wheelabrator Ltd., 709 F.2d 190, 202 (3d Cir.), cert. denied, 464 U.S. 938, 104 S.Ct. 349, 78 L.Ed.2d 315 (1983). Furthermore, I believe that a forum selection clause has particular significance when it is part of a commercial agreement voluntarily entered by a sophisticated business person. See Danka Funding, supra, at 470-72; cf. Reynolds Publishers, Inc. v. Graphics Fin. Group, Ltd., 938 F. Supp. 256, 264 (D.N.J. 1996). As the court noted in Danka Funding:

[W]here a forum-selection clause professing consent to jurisdiction in the state where a party's or its assignee's principal place of business lies is part of an agreement in a sophisticated business transaction, and one party to the agreement is a law firm, the forum-selection clause is valid absent fraud, serious inconvenience, or a violation of public policy, notwithstanding that the law firm was unaware of the assignee's principal place of business at the time of signing the agreement. The law firm, because it professes to be bound by such an agreement, must make any inquiries it feels necessary to ascertain the identity of the assignee before it enters into the agreement. Failure to so inquire will result in the Court's conclusion that the law firm has consented to jurisdiction wherever the party's or its assignee's principal place of business lies.

[ 21 F. Supp.2d at 472.]

I share that general view. I am further troubled by the prospect that plaintiff, which obtained a $40,462.22 judgment in New Jersey, may not be able to collect any amount to which it may be entitled if the Missouri statute of limitations has run and defendant does not consent to waive the statute, issues not addressed by the parties before us. Cf. Byrnes v. Landrau, 326 N.J. Super. 187, 194, 740 A.2d 1113 (App.Div. 1999), certif. denied, 163 N.J. 78, 747 A.2d 286 (2000).

I nevertheless join the opinion of the court. Federal District and Circuit court opinions, while of precedential value, are not binding upon us even with respect to federal issues. Dewey, supra, 121 N.J. at 78-80, 577 A.2d 1239; State v. Coleman, 46 N.J. 16, 37, 214 A.2d 393 (1965), cert. denied, 383 U.S. 950, 86 S.Ct. 1210, 16 L.Ed.2d 212 (1966). Moreover, State courts are final arbitrators of issues of State law, including the law governing its jurisdiction (unless inconsistent with the requirements of the federal constitution, as interpreted by the United States Supreme Court). See, e.g., Three Affiliated Tribes v. Wold Engineering, P.C., 467 U.S. 138, 151-52, 104 S.Ct. 2267, 2276, 81 L.Ed.2d 113 (1984); Small v. Department of Corrections, 243 N.J. Super. 439, 444, 579 A.2d 1263 (App.Div. 1990). See also R. 2:12A, effective January 3, 2000, which permits the United States Court of Appeals for the Third Circuit to certify questions of State law to our Supreme Court.

After balancing the relevant factors, I join the opinion of the court because, as I read the "unreasonable and unjust" standard established in Bremen for enforcement of a forum selection clause, Bremen, supra, 407 U.S. at 15, 92 S.Ct. at 1916, 32 L.Ed.2d at 523, this case crosses the line. See, generally, e.g., Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 595, 111 S.Ct. 1522, 1528, 113 L.Ed.2d 622, 633 (1991); Kubis Perszyk Assoc., Inc. v. Sun. Microsystems, Inc., 146 N.J. 176, 186-92, 680 A.2d 618 (1996). New Jersey had no relation to the transaction, or any direct party to it, and the agreement referred to the principal office of any possible assignee in any State, without any limitation. In these circumstances, I am persuaded that my colleagues are correct and I join their opinion.

COPELCO CAPITAL, INC. v. SHAPIRO