A forum selection clause in an online clickwrap agreement is not enforceable against a customer that warned the Web site owner that it would not assent to such agreements, and that the customer's employees who accessed the site were not authorized to enter agreements on the customer's behalf, a district court ruled. The court noted that the customer and the Web site owner had a preexisting dispute, but the customer's employees still accessed the the owner's Web site to utilize previously contracted-for services. The court further noted that in order to access the site, the employees were required to click “I agree” to the terms presented on the site. The court held that the employees did not have legal authority to bind the company, and that under the circumstances presented it was unreasonable for the Web site owner to believe that they had such authorization.
National Auto Lenders Inc. v. SysLOCATE Inc., 2010 U.S. Dist. LEXIS (S.D. Fla. Feb. 10, 2010) Dowload PDF
Editor’s Note: How can an ASP software provider assure that the corporate user of its system has the authority to bind the company? In certain situations, a side letter to that effect may be appropriate.