Case Summary 8.5: Battle of the Forms: Movado v. Mozaffarian Assignments are sho
ID: 421655 • Letter: C
Question
Case Summary 8.5: Battle of the Forms: Movado v. Mozaffarian Assignments are short cases (1 paragraph) followed by 2-4 questions.
Mozaffarian and his wife, each suing individually and as d/b/a three companies they owned, signed a credit agreement in which they expressly acknowledged receipt of, and agreed to be bound by, terms and conditions contained in an extrinsic (external) document, which they neitherread nor requested a copy of to read. The credit agreement identified the terms and conditions as those contained on each invoice. After the credit application was approved, they then saw, for thefirst time, the terms and conditions, which contained a New York forum selection clause. Movado proved by a preponderance of the evidence that the terms and conditions of the extrinsicdocument were incorporated into the credit agreement and that the defendants acknowledged receipt and agreed to be bound by the same. The credit agreement, which identified the terms andconditions as those contained on each invoice, was sufficient to put the defendants on notice that there was an additional document of legal import to the contract they were executing.
1.Was the forum selection clause an additional term, a different term, aconfirmatory writing, or a term incorporated into the document? Explain
2.Does the fact that Mozaffarian et al. never requested to see the extrinsicdocument have any bearing on the case? Why or why not?
Explanation / Answer
1. The forum selection clause is considered to be the original document or a part of the contract which involves the terms and conditions. It is the clause included in the contracts and the parties should be convinced with the clause before signing the agreement. The forum selection clause cannot be considered as a confirmatory writing, additional or a different term, rather it can be considered as the incorporated term of the document.
2. The terms and conditions of the agreement and the forum selection clause cannot be considered as the extrinsic document or the external document. Hence the fact that the party hasn’t requested for the extrinsic document does not hold any bearing in the given case.