Mozaffarian signed a credit agreement in which he expressly acknowledged receipt of, and agreed to be bound by, terms and conditions contained in an extrinsic (external) document, which he had neither read nor requested a copy of to read. The credit agreement identified the terms and conditions as those contained on each invoice. After the credit application was approved, he then saw, for the first time, the terms and conditions, which contained a New York forum selection clause. Movado proved by a preponderance of the evidence that the terms and conditions of the extrinsic document were incorporated into the credit agreement that the defendant acknowledged having received. The credit agreement, which identified the terms and conditions as those contained on each invoice, was sufficient to put the defendant on notice that there was an additional document of legal import to the contract he was executing.

CASE QUESTIONS

1. Was the forum selection clause an additional term, a different term, a confirmatory writing, or a term incorporated into the document? Explain.
2. In your opinion, does the fact that Mozaffarian never requested to see the extrinsic document have any bearing on the outcome of this case? Why or why not?