Melia v. Zenhire, Inc.
462 Mass. 164
Mass.2012Background
- Melia, a Massachusetts resident, signed an executive employment contract with Zenhire in April 2007 that included a forum selection clause for Erie County, New York.
- Contract provisions designated New York law and New York forum for disputes arising from the agreement or employment relationship.
- Melia alleges unpaid wages from August 2007 to February 2008 and asserts Wage Act violations alongside contract, fraud, and quantum meruit claims.
- Superior Court dismissed Melia’s Wage Act claim based on the forum clause; Melia appealed.
- Melia resided in Massachusetts and performed most work there, with Zenhire’s principal place of business in New York.
- New York would apply choice-of-law principles differently, potentially affecting Wage Act rights.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether forum clause is enforceable generally | Melia argues clause unfair and would deprive Wage Act protections | Zenhire asserts clause is valid and broad, encompassing all claims | Forum clause enforceable; prima facie valid under New York law |
| Whether Wage Act claims are exempt from forum enforcement | Wage Act public policy requires Massachusetts forum | Enforcement may still be allowed if no substantive rights are deprived | Not per se exempt; public policy not violated on these facts; enforceable |
| Which law governs Wage Act claim under NY choice-of-law rules | New York law would recognize MA Wage Act protections | New York choice-of-law could apply NY or another law | Massachusetts law would apply under NY tort-choice analysis; contract analysis also favors MA law for performance contacts |
| Does application of foreign law impermissibly exempt employer from Wage Act | Forum clause could function as a special contract if it deprives substantive Wage Act rights | Clause does not automatically deprive substantive rights and may be enforced with proper analysis | Massachusetts law would generally apply; clause not a prohibited special contract in these facts |
| Presumptions and burden shifting for future Wage Act forum challenges | Opponent must show Wage Act applies, forum would apply non-MA law, and rights would be deprived | Enforcement favored where forum choice is fair and reasonable; burden on challenger to rebut presumption | Presumption favoring enforceability; burden on challenger to show special-contract effect exists |
Key Cases Cited
- Brooke Group Ltd. v. JCH Syndicate 488, 87 N.Y.2d 530 (N.Y. 1996) (forum clauses generally enforceable absent unreasonableness)
- The Bremen v. Zapata Offshore Co., 407 U.S. 1 (U.S. 1972) (forum selection clauses are enforceable absent public policy concerns)
- Cambridge Biotech Corp. v. Pasteur Sanofi Diagnostics, 433 Mass. 122 (Mass. 2000) (enforceability depends on fairness; avoid unconscionable means)
- Jacobson v. Mailboxes Etc. U.S.A., Inc., 419 Mass. 572 (Mass. 1995) (forum selection clause validity; lightly scrutinized for unconscionability)
- Dixon v. Perry & Slesnick, P.C., 75 Mass. App. Ct. 271 (Mass. App. Ct. 2009) (arbitration not available to override Wage Act enforcement by Attorney General)
- Cooney v. Osgood Mach., Inc., 81 N.Y.2d 66 (N.Y. 1993) (choice-of-law rules; tort vs contract considerations; location of conduct regulatory interests)
- Finance One Pub. Co. v. Lehman Bros. Special Fin., Inc., 414 F.3d 325 (2d Cir. 2005) (broad choice-of-law provisions; limits of applying contract law to tort claims)
- Beebe v. N.Y. Times Co., 666 F. Supp. 2d 321 (E.D.N.Y. 2009) (statutory wage claims treated under conduct-regulating analysis in NY courts)