Madrak v. Blink Fitness

1

SUSAN MADRAK Appellant v. BLINK FITNESS, BLINK HOLDINGS, INC., EQUINOX GROUP, INC., AND JOHN DOE CORPORATION 1-10

No. 2260 EDA 2022

Superior Court of Pennsylvania

October 30, 2023

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT OP 65.37

Appeal from the Order Entered September 1, 2022 In the Court of Common Pleas of Philadelphia County Civil Division at No(s) 201200809.

Benjamin D. Kohler, Esq.

BEFORE: NICHOLS, J., MURRAY, J., and McCAFFERY, J.

MEMORANDUM

NICHOLS, J.:

Susan Madrak (Appellant) appeals from the order granting summary judgment in favor of Blink Fitness, Blink Holdings, Inc., Equinox Group, Inc., and John Doe Corporations 1-10 (collectively, Appellees). Appellant argues that the trial court erred or abused its discretion in granting summary judgment because the exculpatory clause in the membership agreement (the Agreement) was invalid and did not bar recovery. After review, we affirm.

The trial court summarized the relevant facts and procedural history of this case as follows:

On September 27, 2018, at a kiosk inside the Blink Fitness gym located at 5597 Tulip Street Building C 1-4, Philadelphia, Pennsylvania 19124, [Appellant] entered into a contract with [Appellees]. First, at the kiosk, [Appellant] selected a gray membership. [Appellant] then submitted into the kiosk information such as her first name, last name, and address. Next, [Appellant] slid her credit card into the kiosk. The kiosk camera then photographed [Appellant]. Next, [Appellant] verified her membership plan, membership information, payment information, and photograph on the kiosk's review screen. On that review screen also appeared a terms and condition button which presented a clickable link to the full text of the terms and conditions of the Membership Agreement. Next to that button was a vacate check-mark box stating: "I have read and agree to the terms and conditions." [Appellant] check-marked that box. By check-marking that box, [Appellant] indicated that she had "READ [THE MEMBERSHIP] AGREEMENT IN FULL." [Appellant's] digital signature then appeared, among other locations in the Membership Agreement, immediately following the exculpatory clause. By digitally signing there, [Appellant] "confirmed her understanding [of the exculpatory clause]."

At the next kiosk screen, [Appellant] scanned her Blink membership card. Lastly, [Appellant] saw the final "Thank You" kiosk screen indicating the creation of her membership. [Appellees] then emailed a welcome email to [Appellant] containing a link to her signed Membership Agreement.

The exculpatory clause of the Membership Agreement stated:

WAIVER OF LIABILITY; ASSUMPTION OF RISK: Member acknowledges that the use of the Club, its facilities, equipment, services and programs involves an inherent risk of personal injury to Member (including, without limitation, heart attacks, strokes, heat stress, broken bones, torn or damaged muscles, ligaments, or tendons, or even death).

Member voluntarily agrees to assume all risks of personal injury to Member, and waives any and all claims or actions that Member may have against Blink, any of its subsidiaries or other affiliates and any of their respective officers, directors, employees, agents, successors, and assigns for any such personal injury, including, without limitation (i) injuries arising from the use of any exercise equipment or exercise machines, (ii) injuries arising from participation in supervised or unsupervised activities and programs (including, without limitation, participation in a personal training session or group fitness class) in any area of the Club, (iii) injuries or medical disorders resulting from exercising at the Club; and (iv) any other accidental injuries sustained within the Club. Furthermore, Member agrees to indemnify, defend, and hold harmless Blink from any and all liability, damages, losses, suits, demands, causes of action, or other claims of any nature whatsoever, to the extent any of the foregoing arise out of or relate in any way to Member's use of the Club, its facilities, equipment, services and/or programs.

Membership Agreement (emphasis added).

[Appellant] alleged that on January 2, 2019, the malfunction of a rowing machine at that Blink Fitness gym caused [Appellant] to fall and sustain injures. On December 15, 2020, [Appellant] filed a Complaint against [Appellees] alleging negligence. Thereafter, on December 16, 2020, the trial court scheduled the case to have an arbitration hearing.

On April 6, 2021, [Appellant] filed her First Amended Complaint against [Appellees] alleging negligence. On August 25, 2021, [Appellees] filed Answers to [Appellant's] First Amended Complaint.

The arbitration hearing was re-scheduled to June 9, 2022. On May 3, 2022, [Appellees] filed a Miscellaneous Application requesting permission from the trial court to file motions for summary judgment within 45 days of the arbitration hearing date, which the trial court granted on May 2, 2022, and permitted [Appellees] to file motions for summary judgment no later than May 5, 2022. On May 4, 2022, [after the close of discovery, Appellees] filed motions for summary judgment, which the trial court granted on September 1, 2022.

Trial Ct. Op., 2/21/23, at 1-3 (citations omitted and some formatting altered). The trial court concluded that Appellees were entitled to summary judgment because the exculpatory clause in the Agreement was valid and enforceable, and the exculpatory clause barred Appellant's claims against Appellees. See id. at 12.

Appellant filed a timely appeal, and both the trial court and Appellant complied with Pa.R.A.P. 1925. On appeal, Appellant raises three issues, which we have renumbered as follows:

1. Was the Agreement invalid as a matter of law?

2. Did the conduct of [Appellant] constitute "use" under the terms of the Agreement?

3. Did the trial court err in granting summary judgment? Appellant's Brief at 2 (renumbered and formatting altered). Our standard of review of an order granting or denying summary judgment is as follows:

We view the record in the light most favorable to the nonmoving party, and all doubts as to the existence of a genuine issue of material fact must be resolved against the moving party. Only where there is no genuine issue as to any material fact and it is clear that the moving party is entitled to a judgment as a matter of law will summary judgment be entered. Our scope of review of a trial court's order granting or denying summary judgment is plenary, and our standard of review is clear: the trial court's order will be reversed only where it is established that the court committed an error of law or abused its discretion.

Matos v. Geisinger Med. Ctr., 291 A.3d 899, 904 (Pa. Super. 2023) (citation omitted and formatting altered), appeal granted, --- A.3d ---, Nos. 192 MAL 2023, 193 MAL 2023, 2023 WL 6531124 (Pa. filed Oct. 6, 2023).

Validity of Agreement

In her first issue, Appellant argues that the Agreement was invalid as a matter of law. Appellant's Brief at 12. Appellant contends that the Agreement was unconscionable, and it constituted a contract of adhesion as she had no choice but to sign the Agreement. Id. at 12-13.

Appellees respond that the trial court correctly concluded that the Agreement was a valid contract with an enforceable exculpatory clause, and the Agreement was not a contract of adhesion. Appellees' Brief at 15-16. Further, Appellees contend that the contract was not unconscionable. Id. at 17.

The interpretation of a contract is a question of law, and our standard of review is plenary. Riverview Carpet & Flooring, Inc. v. Presbyterian Senior Care, 299 A.3d 937, 983 (Pa. Super. 2023).

[Further, w]hen interpreting the language of a contract, the intention of the parties is a paramount consideration. In determining the intent of the parties to a written agreement, the court looks to what they have clearly expressed, for the law does not assume that the language of the contract was chosen carelessly.

When interpreting agreements containing clear and unambiguous terms, we need only examine the writing itself to give effect to the parties' intent. The language of a contract is unambiguous if we can determine its meaning without any guide other than a knowledge of the simple facts on which, from the nature of the language in general, its meaning depends. When terms in a contract are not defined, we must construe the words in accordance with their natural, plain, and ordinary meaning. As the parties have the right to make their own contract, we will not modify the plain meaning of the words under the guise of interpretation or give the language a construction in conflict with the accepted meaning of the language used.

On the contrary, the terms of a contract are ambiguous if the terms are reasonably or fairly susceptible of different constructions and are capable of being understood in more than one sense. Additionally, we will determine that the language is ambiguous if the language is obscure in meaning through indefiniteness of expression or has a double meaning. Where the language of the contract is ambiguous, the provision is to be construed against the drafter.

Id. at 983-84 (citation omitted and some formatting altered).

In general, exculpatory clauses are valid if they satisfy the following criteria: (1) the clause must not contravene public policy; (2) the agreement must be between persons relating entirely to their own private affairs; and (3) each party must be a free bargaining agent to the agreement so that the contract is not one of adhesion. Milshteyn v. Fitness Int'l, LLC, 271 A.3d 498, 503 (Pa. Super. 2022). "[E]xculpatory provisions violate public policy only when they involve a matter of interest to the public or the state. Such matters...