What is a contract of adhesion, and how did the court rule on this issue in Anderson case?

CASE 13-3 ANDERSON v. MCOSKAR ENTERPRISES, INC. Court of Appeals of Minnesota, 2006 712 N.W.2d 796 http://scholar.google.com/scholar_case? case=14986343261318628809&q=712+N.W.2d+796&hl=en&as_sdt=2,10 Shumaker, J. Respondent McOskar Enterprises, Inc. owns and operates a fitness and health club in Monticello known as "Curves for Women." [Plaintiff/] Appellant Tammey J. Anderson joined the club on April 2, 2003. As part of the registration requirements, Anderson read an "AGREEMENT AND RELEASE OF LIABILITY," initialed each of the three paragraphs in the document, and dated and signed it. The first paragraph purported to release Curves from liability for injuries Anderson might sustain in participating in club activities or using club equipment: In consideration of being allowed to participate in the activities and programs of Curves for Women and to use its facilities, equipment and machinery in additionto the payment of any fee or charge, I do hereby waive, release and forever discharge Curves International Inc., Curves for Women, and their officers, agents, employees, representatives, executors, and all others (Curves representatives) from any and all responsibilities or liabilities from injuries or damages arriving [sic] out of or connected with my attendance at Curves for Women, my participation in all activities, my use of equipment or machinery, or any act or omission, including negligence by Curves representatives. The second paragraph provided for Anderson's acknowledgment that fitness activities "involve a risk of injury" and her agreement "to expressly assume and accept any and all risks of injury or death." After completing the registration, Anderson began a workout, primarily with machines, under the supervision of a trainer. About 15 or 20 minutes later, having used four or five machines, Anderson developed a headache in the back of her head. She contends that she told the trainer, who suggested that the problem was likely just a previous lack of use of certain muscles and that Anderson would be fine. Anderson continued her workout and developed pain in her neck, shoulder, and arm. She informed the trainer but continued to exercise until she completed the program for that session. The pain persisted when Anderson returned home. She then sought medical attention, eventually had a course of physical therapy, and, in June 2003, underwent a cervical diskectomy. She then started this lawsuit for damages, alleging that Curves had been negligent in its acts or omissions during her workout at the club. Curves moved for summary judgment on the ground that Anderson had released the club from liability for negligence. The district court agreed and granted the motion. Anderson challenges the court's ruling on appeal. * * * It is settled Minnesota law that, under certain circumstances, "parties to a contract may, without violation of public policy, protect themselves against liability resulting from their own negligence." [Citation.] The "public interest in freedom of contract is preserved by recognizing [release and exculpatory] clauses as valid." [Citation.] Releases of liability are not favored by the law and are strictly construed against the benefited party. [Citation.] "If the clause is either ambiguous in scope or purports to release the benefited party from liability for intentional, willful or wanton acts, it will not be enforced." [Citation.] Furthermore, even if a release clause is unambiguous in scope and is limited only to negligence, courts must still ascertain whether its enforcement will contravene public policy. On this issue, a two-prong test is applied: Before enforcing an exculpatory clause, both prongs of the test are examined, to- wit: (1) whether there was a disparity of bargaining power between the parties (in terms of a compulsion to sign a contract containing an unacceptable provision and the lack of ability to negotiate elimination of the unacceptable provision) ... and (2) the types of services being offered or provided (taking into consideration whether it is a public or essential service). [Citation.]The two-prong test describes what is generally known as a "contract of adhesion," more particularly explained in Schlobohm: It is a contract generally not bargained for, but which is imposed on the public for necessary service on a "take it or leave it" basis. Even though a contract is on a printed form and offered on a "take it or leave it" basis, those facts alone do not cause it to be an adhesion contract. There must be a showing that the parties were greatly disparate in bargaining power, that there was no opportunity for negotiation and that the services could not be obtained elsewhere. [Citation.] * * * * * * There is nothing in the Curves release that expressly exonerates the club from liability for any intentional, willful, or wanton act. Thus, we consider whether the release is ambiguous in scope. * * * Anderson argues that the release is ambiguous because it broadly exonerates Curves from liability for "any act or omission, including negligence..." * * * * * * The vice of ambiguous language is that it fails precisely and clearly to inform contracting parties of the meaning of their ostensible agreement. Because ambiguous language is susceptible of two or more reasonable meanings, each party might carry away from the agreement a different and perhaps contradictory understanding. In the context of a release in connection with an athletic, health, or fitness activity, the consumer surely is entitled to know precisely what liability is being exonerated. A release that is so vague, general, or broad as to fail to specifically designate the particular nature of the liability exonerated is not enforceable. [Citation.] * * * It is clear from this release that Anderson agreed to exonerate Curves from liability for negligence, that being part of the express agreement that Anderson accepted and it is solely negligence of which Curves is accused. The unmistakable intent of the parties to the Curves agreement is that Curves at least would not be held liable for acts of negligence. * * * * * * Even if a release is unambiguously confined to liability for negligence, it still will be unenforceable if it contravenes public policy. Anderson contends that the Curves contract is one of adhesion characterized by such a disparity in bargaining power that she was compelled to sign it without any ability to negotiate. But her argument is unpersuasive in view of the Schlobohm holding that "an adhesion contract is ... forced upon an unwilling and often unknowing public for services that cannot readily be obtained elsewhere." [Citation.] It is, according to Schlobohm, a contract "imposed on the public for necessary service on a 'take it or leave it' basis." Schlobohm involved a "gym or health spa" known as Spa Petite. Similar to Curves, it offered fitness services and required members to sign a contract that provided for a release of liability for negligence. The supreme court found no disparity in bargaining power between Spa Petite and the litigating member; found that there had been no showing that the spa's services were necessary or that theycould not have been obtained elsewhere; and found that health and fitness clubs ordinarily are not within the public-service or public-necessity classification that make their services of great public importance and necessary for the public to obtain. Even if there was a disparity of bargaining ability herewhich has not been demonstratedthere was no showing that the services provided by Curves are necessary and unobtainable elsewhere. * * * The Curves release did not contravene public policy, and we adopt the supreme court's conclusion in Schlobohm: "Here there is no special legal relationship and no overriding public interest which demand that this contract provision, voluntarily entered into by competent parties, should be rendered ineffectual." [Citation.] * * * The district court did not err in granting respondent's motion for summary judgment on the ground that appellant signed and agreed to a release of respondent's liability for negligence. We affirm