The issue is the enforceability of a forum selection clause.
The defendant has failed to demonstrate that the reverse side of an unsigned invoice constitutes all of the terms and conditions of the contract for the plaintiff’s purchase of the subject engines. It is too early in the litigation to make this determination. When the contract terms are ambiguous and the parties dispute their meaning, construction of the contract and application of any evidence submitted to prove the surrounding circumstances are for the jury. See State Farm Mutual Auto Insurance Co. v. Anderson, 70 N.J. Super. 520 524 (App. Div. 1961).
A review of the “invoice” demonstrates that the purchase price is on the front of the document and various terms are on the rear of the document. There is no indication that the plaintiff signed, was asked to sign, or actually was required to sign this invoice. There is no proof that the plaintiff even reviewed the rear of the invoice. There is no indication by the terms of the conditions at the rear the contract that by accepting delivery of the boat the plaintiff accepts all of the terms and conditions of the agreement. Therefore, this matter is not ripe for summary judgment at this time because there is potentially factual issue as to whether or not the reverse side of the “invoice” is determinative of the nature and extent of the relationship between the parties, whether or not there was an ongoing relationship between the parties prior to the date of the purchase, and whether or not the terms and conditions at the rear of the contract were intended to be a part of the transaction.