On September 2, 2025, the U.S. District Court for the Northern District of Ohio issued a ruling that should alarm every small and mid-sized business that has purchased software from global giants like Oracle. In Realscape Group LLC d/b/a Realogic Solutions v. Oracle America, Inc., Judge Charles E. Fleming transferred the case from Ohio to California, enforcing a forum-selection clause hidden deep in Oracle's online Subscription Services Agreement (SSA)
This decision highlights a growing problem in ERP implementation disputes: courts continue to side with large corporations that bury key contractual terms in hyperlinked documents few small business customers ever read. While these rulings may appear to respect "freedom of contract," they tilt the playing field in favor of big tech giants and against mom-and-pop and other small and medium size businesses, who are exploited by big tech companies and often go bankrupt or face severe financial challenges due to the one-sided clauses in these hyperlinked contracts.
Background: Realogic's Oracle NetSuite Dispute
Realogic Solutions, a small IT services and healthcare staffing company in Ohio, purchased Oracle NetSuite software to manage its accounting, HR, and payroll. Oracle assured Realogic that the system would be fully implemented and operational by July 2025.
But Realogic alleges that Oracle knew it could not meet that timeline and instead of implementing the system itself, Oracle subcontracted the work overseas and sold Realogic's debt to a third party, Wells Fargo Equipment Finance. The project never succeeded, leaving Realogic without functioning software despite being on the hook to Wells Fargo to pay $184,000 in fees under Oracle's clever financing arrangement, which effectively severs its performance obligations from the customer's payment obligations.
Frustrated, Realogic filed a class action lawsuit against Oracle NetSuite, seeking relief for itself and other small businesses nationwide that paid for implementation services but never received working software. Realogic also sued Wells Fargo in the Northern District of Ohio to seek to invalidate the financing assignment. The case against Wells Fargo has subsequently been settled and the case dismissed.
The Hidden Forum-Selection Clause
At the center of the case is Oracle's Subscription Services Agreement, buried in a hyperlink that can only be found on Oracle's confusing contracts page. Realogic's order forms contained a one-line reference to the SSA, which included a forum-selection clause requiring all disputes to be litigated in California.
For a small business, being forced to sue in San Francisco or Santa Clara Counties in California is no small matter. The costs of out-of-state litigation often discourage small businesses from pursuing valid claims. Realogic argued that the clause was deceptively hidden in fine print and that Oracle had fraudulently induced them into the deal.
The Ohio court disagreed. Judge Fleming held that Realogic had over a year to review the SSA hyperlink and was therefore bound by its terms. In transferring the case to the Northern District of California, the court also reasoned that Plaintiff's choice of forum was not as important given that the case was a nationwide class action.
Why This Ruling Hurts Small Businesses in ERP Disputes
1. Hyperlinked Agreements Are Not Real Negotiation
Oracle NetSuite contracts are almost always presented as take-it-or-leave-it deals. The reality is that small businesses have no power to negotiate hidden clauses. Yet courts enforce them as if both parties bargained at arm's length.
2. Courts Treat Small Businesses Like Large Corporations
The court emphasized that Realogic is a business, not a consumer, and therefore should be held to a higher standard. But small LLCs and family-run companies are far closer to consumers than to Fortune 500 corporations with large and sophisticated legal teams.
3. Forum-Selection Clauses in Contracts of Adhesion Block Access to Justice
Forcing small companies to litigate in California significantly raises legal costs. Many businesses simply give up. Oracle most likely knows this, and it uses such clauses to make litigation for its customers expensive as well as inconvenient. Sadly many companies will continue to pay Oracle to avoid Oracle and its assignees ruining the company's credit, even though they got nothing of value from the agreement.
4. Oracle Gets a Free Pass on Failed ERP Implementations
By enforcing these clauses, courts allow Oracle to avoid facing consequences for failed NetSuite implementations. Even when businesses allege fraud, misrepresentation, and breach of contract, Oracle can push disputes into its home courts, making litigation prohibitively expensive for smaller plaintiffs.
The Bigger Picture: Oracle NetSuite Litigation and Buried Clauses
Oracle is not alone. Many software vendors use hyperlinked agreements to impose forum-selection clauses, arbitration provisions, and liability limits. Courts often uphold them in the name of contractual freedom.
But the reality is that these agreements are contracts of adhesion. Not many small businesses buying ERP software can get Oracle to agree to revise its SSA. And when courts enforce them, they prioritize formalistic "consent" over fairness.
Rethinking Forum-Selection in ERP Implementation Lawsuits
To restore balance, courts and lawmakers should:
- Differentiate between small businesses and corporate giants. A family-owned company or small business should not be held to the same standard as a multinational corporation.
- Require explicit agreement to forum-selection clauses. Instead of burying them in hyperlinks, companies should obtain clear, affirmative assent.
- Consider bargaining power. Enforcing hidden clauses against small businesses effectively deprives them of access to justice.
- Explore legislative reform. Just as consumers enjoy protections against unconscionable arbitration clauses, similar safeguards could help small businesses facing unfair ERP contracts.
Conclusion: Small Businesses Need Protection from Oracle NetSuite Contracts
The transfer of Realogic v. Oracle may look like a routine procedural ruling, but it has Important consequences. By enforcing Oracle's forum-selection clause, the court has made it harder for Realogic — and small businesses like it — to obtain justice and seek redress for their injuries.
This decision is part of a broader pattern: failed ERP implementations paired with hidden contract terms that trap small companies in unfair forums. Until courts or legislators step in, small businesses remain at a severe disadvantage in Oracle NetSuite litigation.
At Tactical Law Group, we represent companies harmed by failed ERP projects and unfair vendor practices. If your business is facing problems with Oracle NetSuite, SAP, Workday, Filevine, or other ERP systems, contact us. You deserve a fair fight — and we're here to help.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
