Boss v. American Express Financial Advisors

Mark Boss (plaintiff) signed a contract with IDS Life Insurance Company (IDS) (defendant), a Delaware corporation whose principal place of business was in Minnesota, when Boss was a first-year financial adviser. Boss entered into the contract and underwent his training in Minnesota. Pursuant to the contract, IDS paid Boss $2,000 per month, from which IDS deducted $900 monthly to pay for office expenses. Boss’s paychecks were generated in Minnesota. The contract stated that it was a Minnesota contract that was governed by Minnesota law and that Boss agreed that (1) all payments Boss would make to IDS under the contract would be made in Minnesota and (2) Minnesota courts would have jurisdiction to decide, applying Minnesota law, any disputes that might arise under the contract (forum-selection clause). Several years later, Boss (along with two similarly situated financial analysts) (collectively, analysts) (collectively, plaintiffs) brought a putative class-action suit against IDS and American Express Financial Advisors, Inc. (AmEx) (defendant), which was an IDS-affiliated company with a principal place of business in Minnesota. The suit alleged that IDS and AmEx violated two New York laws that limited the ability of employers to make deductions from employee salaries. IDS and AmEx moved to dismiss the complaint on numerous grounds. The supreme court dismissed the complaint on the ground that the contracts’ forum-selection clauses required that any contract-related litigation take place in Minnesota under Minnesota law. In doing so, the supreme court rejected the analysts’ argument that requiring the analysts to litigate in Minnesota would unduly prejudice them because the statute of limitations for their claims had expired under Minnesota law. The appellate division affirmed. Per the appellate division, requiring the analysts to litigate in Minnesota would not deny the analysts a forum to resolve their claims; rather, the analysts’ claims were stale under the law of the forum that the analysts’ contracts designated. The analysts appealed, arguing that (1) the forum-selection clauses permitted—but did not require—that disputes be litigated in Minnesota and (2) New York courts should disregard the forum-selection clauses because the wage deductions violated New York public policy.