Waivers: Contracts of Adhesion?
Young, Sarah J., Souder, Andrew P., JOPERD--The Journal of Physical Education, Recreation & Dance
Gina Stelluti v. Casapeen Enterprises, LLC, D/B/A Powerhouse Gym 975 A.2d 494 (2009)
On January 13, 2004, plaintiff Gina Stelluti joined a health and fitness club known as Powerhouse Gym. Fifteen minutes after joining the gym, Stelluti participated in a "spinning" class, in which participants peddled stationary bikes through a simulated ride instructed by a leader who adjusted the resistance on the fly wheel. During the class Stelluti suffered injuries to her neck and lower back after the handle bars on the bike she was riding detached, causing her to fall. The stationary bike was made by Star Trac and was purchased by Powerhouse Gym. For the handle bars to be secured, a pin on the bike had to be fitted into one of the holes on the stem of the handlebars. If locked securely the handlebars on the bike could not move. Stelluti thought the handle bars were locked into a fixed position as she stood on the peddles and leaned onto the handlebars to power up a simulated hill. The plaintiff sued Powerhouse Gym for negligence, claiming the club failed to maintain the bike properly. Further, she claimed that the defendant "acted in a reckless manner" (p. 499) causing an unsafe and dangerous condition to exist. The trial court granted the defendant summary judgment on the basis of the exculpatory agreement the plaintiff had signed upon joining the club. The plaintiff appealed, claiming the agreement was adhesive and against public policy, and therefore unenforceable.
Findings and Verdict of the Court
The appellate court commenced its analysis of the case by confirming the duty of care that fitness clubs have for their members. Because members are classified as business invitees, the club owes a duty to inspect their premises for unsafe conditions, properly train their employees, and generally oversee the activities that occur within the club. The court also considered whether the exculpatory agreement the plaintiff signed as a part of her membership waived that duty.
In reviewing the waiver, the court classified it as "a non-negotiable document" (p. 502}, or adhesive contract, meaning that failure to sign it resulted in club patrons not being allowed to use the fitness club facilities or equipment. One of the defining characteristics of an adhesive contract is that it is offered on a take-it-or-leave-it basis, giving no opportunity for negotiating different terms. Adhesive contracts are generally ruled unenforceable if they violate public policy and are entered into through unconscionable means (such as not allowing enough time to read the document}. As a result, the court considered the subject matter of the contract, the bargaining power of the parties, the public interests affected by the contract, and the "economic compulsion" (p. 502) of the plaintiff to enter into the agreement. While the court did question some of the procedures by which the defendant administered the agreement, they did not view the waiver as unconscionable, nor was there anything forcing the plaintiff to choose Powerhouse Gym for spinning classes. So, while the exculpatory agreement may have been a contract of adhesion, it was still enforceable because the plaintiff freely, voluntarily, and deliberately entered into it.
The plaintiff claimed that the waiver violated public policy because the agreement covered more egregious acts than ordinary negligence. Although the court agreed that a waiver releasing reckless conduct violated public policy, the exculpatory agreement the plaintiff signed did not use language "such as recklessness or palpably unreasonable conduct" (p. 503).The court also did not believe that the club's failure to check the handlebars on the bike amounted to more than ordinary negligence, which the agreement adequately and legally waived.
The Superior Court of New Jersey, Appellate Division, affirmed summary judgment in favor of the defendant.
At first glance this case looks to be about a well-written waiver providing a legal defense for the service provider from negligent liability. …