Vandermast v. Wall & Assocs. Inc., 20-3831

In October 2016 the Vandermasts contracted with Wall & Associates for tax-relief services covering tax years 2000–2015 and paid $23,820.
Days later they purported to terminate the Agreement and demanded a refund.
They sued in New York state court for money had and received, fraud, conversion, and unjust enrichment; the state court dismissed based on the Agreement’s forum-selection clause designating Fairfax County, Virginia.
Plaintiffs refiled in New York, added a NY GBL § 349 (consumer fraud) claim, and Wall removed to federal court on diversity grounds.
The district court adopted the magistrate judge’s R&R and dismissed, concluding collateral estoppel and the forum-selection clause barred the claims.
The Second Circuit affirmed, holding the forum-selection clause covers the § 349 claim and is enforceable; Roby factors (fraud/overreaching, deprivation of day in court, unfair chosen law, public policy) were not satisfied.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Agreement’s forum-selection clause covers the NY GBL § 349 claim	§ 349 alleges pre-contract deceptive acts and therefore does not arise from the Agreement	The § 349 claim concerns services and charges under the Agreement and seeks return of payments, so it falls within the clause	Clause covers the § 349 claim; claim arises from the Agreement/payment and is within "concerning services" and "concerning charges" language
Whether the forum-selection clause is enforceable (unreasonable under Roby)	Enforcement would be unreasonable: it would bar a class-action remedy, violate NY public policy favoring consumer class actions, and impose grave COVID-era inconvenience	Clause is presumptively enforceable; no fraud/overreaching; Virginia provides a fair forum; remote litigation lessens COVID hardship; New York policy favoring class actions does not override enforcement	Clause is enforceable; plaintiffs failed to show fraud/overreaching, deprivation of day in court, fundamental unfairness, or that NY public policy overrides clause; pandemic inconvenience insufficient to defeat it

Altvater Gessler-J.A. Baczewski Int’l (USA) Inc. v. Sobieski Destylarnia S.A., 572 F.3d 86 (2d Cir. 2009) (framework for forum-selection clause presumptive enforceability and burden-shifting)
Phillips v. Audio Active Ltd., 494 F.3d 378 (2d Cir. 2007) (examine claim substance against clause language to determine applicability)
Roby v. Corp. of Lloyd’s, 996 F.2d 1353 (2d Cir. 1993) (factors rendering a forum-selection clause unreasonable)
M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (forum-selection clauses presumptively valid barring unreasonableness)
Atlantic Marine Construction Co. v. U.S. District Court, 571 U.S. 49 (2013) (enforce forum-selection clauses via forum non conveniens framework)
Alcoa S. S. Co. v. M/V Nordic Regent, 654 F.2d 147 (2d Cir. 1980) (lesser recovery in designated forum does not defeat forum non conveniens dismissal)