Vinson v. Fitness and Sports Clubs,
Inc. – Pa. Superior – May 4, 2018
The
Pennsylvania Supreme Court has held that exculpatory provisions in contracts
are valid where three conditions are met: “First, the clause must not
contravene public policy. Secondly, the contract must be between persons relating
entirely to their own private affairs and thirdly, each party must be a free
bargaining agent to the agreement so that the contract is not one of adhesion.”
Chepkevich v. Hidden Valley Resort, L.P., 2 A.3d 1174, 1189 (Pa. 2010) (holding
exculpatory provision contained in contract regarding season pass at ski resort
was valid and did not contravene public policy).
When
embarking on a public policy analysis, we recognize that exculpatory provisions
“violate public policy only when they involve a matter of interest to the
public or the state. Such matters of interest to the public or the state
include the employer-employee relationship, public service, public utilities,
common carriers, and hospitals.” Seaton v. E. Windsor Speedway, Inc., 582 A.2d
1380, 1382 (Pa.Super. 1990).
Our
Supreme Court has set a high bar that a party must clear before a court may
invalidate a contract on public policy grounds: It is only when a given policy
is so obviously for or against the public health, safety, morals or welfare
that there is a virtual unanimity of opinion in regard to it, that a court may
constitute itself the voice of the community in so declaring [that the contract
is against public policy]. Williams v. GEICO Gov’t Employees Ins. Co., 32 A.3d
1195, 1200 (Pa. 2011) (citation omitted). “[P]ublic policy is to be ascertained
by reference to the laws and legal precedents and not from general
considerations of supposed public interest.” Id.
