Long v. Holland America Line Westours, Inc.

EASTAUGH, Justice,

with whom FABE, Justice, joins, dissenting.

A. Introduction

Restatement (Second) of Conflict of Laws § 187(2)(b) (1971), correctly applied, requires us to apply Washington law in deciding whether the one-year claims time limit specified in the parties’ written tour contract is enforceable.1 Because the time limit is en*438forceable under Washington law,2 the law the parties chose, we should enforce it. Enfore-ing it would offend no fundamental policy of Alaska, and certainly not the sole purpose of Alaska's statutes of limitations: avoidance of stale claims. The one-year time limit was legally and factually reasonable. Alaska's interests do not outweigh either the interest of the contracting parties in having their permissible bargain enforeed or the interest of Washington in having its law applied when its domiciliary corporations enter into written contracts choosing Washington law. The court's opinion identifies and relies on several Alaska policies and interests. To the extent they actually exist, those policies and interests would not be prejudiced by enforcing the contract. And because this is a tour contract, not an insurance policy, the claim time limit is enforceable as written, even under Alaska law, without requiring Holland America to show prejudice. I therefore respectfully dissent.

B. How the Court's Opinion Resolves the Case

The core of my disagreement with the court's opinion lies in the Alaska policies and interests that it identifies and relies on to resolve the choice-of-law issue. It first identifies three Alaska interests: (1) enforcing uniform standards for commencing litigation in Alaska's courts; (2) ensuring Alaska personal injury victims reasonable access to the Alaska legal system; and (8) promoting public safety.3 It reasons that these three interests are "materially greater" than Washington's, satisfying the second requirement of Restatement § 187(2)(b).4 It then reasons that § 187(2)(b)'s third requirement is satisfied because enforcing Washington law "would offend the fundamental policies underlying" these same three interests.5 It asserts that "[ujniform application of our statutes of limitations involves fundamental policy concerns."6 It also asserts that statutes of limitations serve the "dual policies" of (1) protecting "against prejudice from stale claims"; and (2) ensuring "an adequate opportunity for filing a claim prior to the statutory bar."7 Having already concluded that the first requirement of § 187(2)(b)-Alaska law would apply absent an effective choice-was met,8 the opinion holds that the parties' choice of law is ineffective as to the issue of the enforceability of the time limit.

Applying Alaska law, the court's opinion then concludes that because Holland America had "disproportionate bargaining power," the time limit is not enforceable as written.9 It further reasons that enforcement would be unfair because Holland America "overreached."10 It nonetheless does not preclude Holland America from attempting on remand to enforce the filing deadline by showing that it was prejudiced by Long's delay in bringing suit.11

*439C. Why the Court's Opinion Reaches the Wrong Result

1. Policies and interests

I think that the court's opinion foundation-ally errs in describing Alaska's interests and its "fundamental" policies.

a. Purpose of the statutes of limitations

These errors originate in misconceptions about the purpose of statutes of limitations. The court's opinion asserts that statutes of limitations, in addition to avoiding stale claims, serve a second "fundamental" policy: "ensur[ing] an adequate opportunity for filing a claim prior to the statutory bar."12

I disagree with that proposition because I think that the relevant statute of limitations has no purpose of ensuring an adequate time for filing suit. No doubt the legislature set statutory deadlines that it thought would give claimants an adequate opportunity to investigate possible claims and file suit. But a conclusion that two years is adequate is not the same as a conclusion that anything less is inadequate. Adopting a maximum time differs from guaranteeing a minimum Statutes of limitations have the purpose of preventing stale claims.13 This purpose serves public interests,14 even though these deadlines inevitably benefit defendants at the expense of plaintiffs. This purpose does not guarantee an unalterable minimum time for suit. It does not explicitly or implicitly address the parties' ability to agree to a reduced period. And no other purposes recognized by us or commentators guarantee some minimum time for filing a personal injury lawsuit.15

In support of the "ensuring" proposition, the court's opinion cites Johnson v. City of Fairbanks, where we invalidated a city charter provision that imposed a 120 day notice-of-claim requirement as a precondition for tort suits against the city.16 We reasoned that the notice requirement violated the "statewide legislative policy" of providing a uniform limitations periods for victims of tor-tious conduct.17

Johnson is unpersuasive authority for the proposition that parties violate public policy by entering into a written contract requiring suit within one year of injury. Johnson did not involve contracting parties. It concerned a city's authority to unilaterally impose requirements on persons asserting tort claims *440against it.18 Those requirements denied those claimants a remedy in the state courts unless the claimants first did things the state did not require them to do to commence suit.19 Requiring claimants to give the city a written pre-suit notice of claim was itself alien to the state's scheme for beginning litigation. And the notice deadline, 120 days, was unreasonably short by any standard.

Johnson establishes that the state's political subdivisions cannot unilaterally alter the legislative and judicial norms and rules which govern interactions between themselves and individuals to whom they owe a duty of care. I do not read it as holding that the statutes of limitations set a minimum time for filing suit that cannot be reduced by agreement. And such a holding would represent a marked departure from what commentators say and what this court has said about the purpose of the statutes of limitations.20

Establishing the existence of a "fundamental policy" requires much more. The commentary to Restatement § 187 states that "a fundamental policy may be embodied in a statute which makes one or more kinds of contracts illegal or which is designed to protect a person against the oppressive use of superior bargaining power."21 The Maryland statute at issue in General Insurance Co. of America v. Interstate Service Co.22 provides an example. It expressly stated that contractual time limitations provisions in insurance contracts were "'against State public policy, illegal and void....'"23 But our statutes contain no comparable general prohibition, and AS 09.10.070 does not prohibit parties from contracting for a shorter limitations period. Johnson is far too tangential to be a basis for divining a "fundamental" Alaska policy that would have the effect of reading the statutes of limitations as guaranteeing a minimum time for suit.

Moreover, our general legal principles do not support a conclusion that Alaska policy would be offended by enforcing a contractual limitations provision. We have approvingly quoted Professor Corbin's observation that "it is not against the public interest [for parties to) agree upon a shorter time limit than that fixed by statute if the time agreed upon is not so short as to be unreasonable."24 We quoted Professor Corbin at length on this topic:

Although the parties can not at the time of contracting effectively bargain not to plead the statute or that the time for suit shall be longer than that allowed by statute, it is not against the public interest that they shall then agree upon a shorter time limit than that fixed by statute if the time agreed upon is not so short as to be unreasonable in the light of the provisions of the contract and the civreumstances of its performance and enforcement. Such time limits in insurance policies have often been held valid. These agreements are not at all inconsistent with the purposes underlying the statute of limitations. Those purposes are to prevent the bringing and enforcement of stale claims, involving extra danger of fraud and mistake, unless the debtor has expressed a voluntary assent within the statutory period. An express *441provision fixing a shorter limit merely hastens the enforcement; and it is not made invalid by being included from the beginning in the contract to be enforced. If held invalid, it must be on the ground that the terms are unconscionable and that unfair advantage has been taken of a claimant whose bargaining position was inferi-[25] or.

This passage is important for at least two reasons. First, it discusses the avoidance-of-stale-claims purpose and says nothing of any possible fundamental legislative policy of setting a minimum time for suit. Because the dispute in Fireman's Fund concerned an insurer's attempt to reduce the claim period by contract,26 one would expect that we would have recognized the existence of a fundamental policy ensuring a minimum time for suit in that case if we had thought that such a policy existed.

Second, this passage recognizes that enlarging, but not reducing, the statutory period may offend the only recognized statutory purpose.27

To support the existence of the fundamental policy it perceives, the court's opinion also relies on an alleged legislative policy choice.28 The court reasons that contract terms altering the statutory period "necessarily run the risk of unbalancing the legislature's carefully measured policy choice," and asserts that upholding such terms "through an uncritical application of another state's contract law would violate public policy."29 This perception of a "carefully measured policy choice" seems to rest on the opinion's erroneous assumption, discussed above, that Alaska's statutes of limitations set minimum times for bringing suit.

Further, the balance the legislature actually struck bears little resemblance to the balance the court's opinion perceives. Our statutes contain several provisions which can enlarge the time for suit by delaying the running of an applicable limitations period for specific reasons.30 None of those reasons applies here. It is significant that the legislature has not prohibited parties from contracting to reduce the applicable statutory limitations period.31 If the legislature had believed that contractual terms would pose a threat to the balance it struck, one would assume that it would have prohibited any contracted-for reduction.

Nor do our cases evidence a carefully balanced legislative scheme that forbids such a deviation. So far as I know, this court has not previously mentioned a notion that the statutes of limitations reflect a balanced legislative scheme that sets both maximum and minimum times for suit. And in addressing *442limitations issues, we have adopted various legal principles as part of Alaska's common law without bothering to discuss their potential for unbalancing any possible "carefully measured" legislative policy choices.32

Further, allowing contracting parties to agree to a shorter limitations period does not conflict with the purpose underlying statutes of limitations, encouraging promptness in the prosecution of actions to avoid the injustice which may result from the prosecution of stale claims.33 "An express provision fixing a shorter limit merely hastens the enforcement.34

b. Uniform standards for commencing litigation

The court's opinion also asserts that "Alaska has an undeniably strong interest in establishing uniform filing deadlines. Uniform deadlines promote predictability for plaintiffs, defendants, and other interested parties alike."35

I think that any Alaska policy favoring a uniform standard for commencing suit is not so "fundamental" that it overrides the parties' contractual choice. Common law36 and statutory exceptions37 abound in Alaska. Although these exceptions relax statutory limitations periods, they demonstrate that there is no "uniform" standard. Cireumstances in each case can affect the time for beginning suit.38 Shifting decisional law has also contributed to the uncertainty about what limitations period governs,39 and about when the applicable statute begins to run.40 No greater uncertainty arises when contracting parties agree to reduce the time for suit to a specific period.

But assuming Alaska actually has a "strong" interest in establishing uniform filing deadlines, it would be satisfied by consistently applying the statutory limitations periods to like classes of claims absent an agreement by the parties to be bound by a different limitations period.41

c. Predictability

It is irrelevant that uniform deadlines may promote predictability. Predictability is a byproduct of statutory deadlines, not a purpose. Moreover, predictability does not *443weigh against contractual deviation. By agreeing to particular terms, contracting parties adopt their own predictable limits. Consider a tour contract between an out-of-state tour operator and an out-of-state tourist. The parties' access to the terms of their written contract in the event of injury is superior to their access to the subtleties of the statutory and case law of the state where the injury occurs. The contract thus enhances predictability. Nor would it appear that Alaska institutionally has any interest in being able to predict when a suit must be filed so long as those most interested have contracted for terms known or readily knowable to themselves. Nothing said in the cases the court cites to demonstrate this interest's existence intimates that it outweighs the interests of contracting parties in changing those deadlines.

Nor does enforcing the claim deadline defeat party expectations. There is no reason to think that a Florida resident touring Alaska has any pre-contract or pre-injury expectations about how much time Alaska's statutes and case law would give her to file suit in the event of injury. And after injury, one would expect a Florida resident to read her tour contract even before researching Alaska (and Washington) statutory and decisional law.

d. Access to fair opportunity to seek redress

The court also relies on Alaska's interest in "ensuring that fair compensation is available for personal injuries occurring in Alaska."42 It asserts that Alaska has an interest in providing negligence victims "access to a legal system that affords them a fair opportunity to seek redress from the negligent party.”43

I agree that Alaska has those interests.44 But they are irrelevant to the narrow of-law issue presented here. The contract did not prohibit Long from asserting a tort claim against Holland America. It did not limit the damages she could seek. Because the one-year claim period is not legally inadequate, it does not limit fair compensation or access to the courts. Compare a complete waiver of any cause of action, or contract terms that would prevent third persons from obtaining any compensation from one of the contracting parties. Alaska's interest does not outweigh an interest in allowing parties to contract in ways that affect the procedure for asserting a tort claim without depriving a claimant of a fair opportunity to be made whole. And it does not outweigh Washington's interest.

The court's opinion may imply that there is an enhanced public interest in giving personal injury claimants the full statutory period in which to sue. But that interest is not offended if they agree by contract to a shorter, but still reasonable, deadline. Nothing about personal injury claims alters this conclusion. Indeed, personal injury and other personal interest plaintiffs are disfavored with the shortest limitations periods in Alaska,45 That the period for commencing contract suits is longer than the period for commencing personal injury suits suggests that no fundamental policy recognized by the legislature favors personal injury plaintiffs. And notably the court's opinion does not discuss whether the one-year claims time limit afforded Long a "fair opportunity" to seek redress for her injuries.

e. Deterring negligent conduct

The third interest, deterring negligent conduct, is also irrelevant. Refusing to enforce the parties' bargain as written and Washington's interest in enforcing their bargain will at best only marginally help deter negligent conduct in Alaska, and enforcing their bar*444gain will not encourage negligent behavior. Despite such contract terms, tour operators have ample incentive to avoid negligent conduct because they must anticipate that their negligent conduct may threaten persons to whom the contract does not apply, or that their passengers will simply file timely suits.46

2. Reliance on imnswrance policy cases

The court's opinion relies on cases involving insurance policy provisions that reduce the time for suit.47 Classifying this tour contract as an adhesion contract, it reasons that cases concerning time-for-suit clauses in insurance policies are relevant.48

Even if Long's contract were a contract of adhesion, our insurance cases would be irrelevant. Insurance policies are sui generis in Alaska.49 Our unique treatment of insurance policies and insurers originates in the fiduciary relationship between insurers and their insureds.50 There is no such relationship between a tour operator and its client. And underlying our insurance cases are the insureds' reasonable expectations: the expectation of coverage. Insurance has one fundamental purpose, protecting against loss. That is why insureds buy it. In comparison, a tour client's reasonable expectations focus on the tour itself. There is no basis for thinking that a tour client has any reasonable expectations whatsoever about the procedures for making a claim if an injury occurs. In a tour contract, neither the inherent nature of the parties' relationship nor the purchaser's reasonable expectations resemble their counterparts that drive our analysis in insurance cases.

There are other relevant differences. There is nothing fundamentally mystifying about tour contracts compared to the subtleties of insurance policies. Insurance is a heavily regulated industry. Insurance poli-cles often follow standardized forms, subject to agency approval in some states.51 Their terms, if not impenetrable, are not self-evident. Most insureds would rather visit the dentist than read an insurance policy for content. And human nature makes it more likely that a purchaser will read a tour contract, whose purpose presages pleasure, than an insurance policy, whose purpose connotes misfortune. Tour clients are consequently more likely to read and understand their tour contracts.52

Long's contract was simply for a vacation tour. I would not treat it like we treat insurance policies.53

*445Moreover, I1 doubt that this contract met the second prerequisite for a contract of adhesion. Just because it was a "standard form printed contract[ ] prepared by one party and submitted to the other on a 'take-it-or-leave-it" basis,"54 does not mean it was an adhesion contract.55 The transaction "should be one which as a practical matter is essential, or nearly so, from the standpoint of the weaker party."56 A tour is not an "essential" transaction, unlike insurance. Finding both prerequisites, we have held that insurance contracts are contracts of adhesion.57 We have consequently enforced limitation provisions in insurance contracts only when they serve the purpose for which they were included in the contract.58 We require insurers seeking to enforce time-for-suit clauses in insurance policies to demonstrate prejudice.59 That is because an untimely claim would altogether defeat coverage and would therefore defeat the insured's reasonable expectations and the whole purpose for purchasing the policy. But a time-for-suit clause in a tour contract does not defeat the client's reasonable expectation, which is that the tour take place as promised. And the non-fiduciary relationship cannot be the source of imposing a special duty on the tour operator to prove prejudice to enforce the clause.60

Finally, one of the Alaska insurance cases cited by the court's opinion supports my conclusion that contractually adopting a one-year claim period that begins to run when the cause of action acerues is not contrary to public policy, -even in an insurance context. In Fireman's Fund Insurance Co. v. Sand Lake Lounge, Inc. the insurance policy contained a one-year claim deadline.61 But we held that this deadline was not itself unreasonable, so long as it was read to begin running not on the date of the fire, but on the date the cause of action acerued, when the fire insurer denied coverage.62 That holding is inconsistent with the analysis that the court's opinion applies here.

3. Adequacy of time

Given that the court invokes a policy of ensuring "an adequate opportunity for filing a claim,"63 it also seems inconsistent to find a policy violation without considering the adequacy of the time the contract specifies. The court would seemingly find a violation whenever a contract specifies a claim period shorter than the applicable statutory period, without regard to the adequacy of the time specified in the contract. The court's analysis does not differentiate between reductions of one day or eighteen months. It does not look to see whether the contractually specified period at least equals other statutory limitations periods, or the equivalent statutory limitations periods of other s*446tates.64

I can agree that it would violate Alaska's public policy to reduce the time for suit so greatly that it would give a claimant inadequate time to investigate a possible claim and file suit. But if the period agreed upon does not unduly interfere with filing suit, Alaska's interest does not outweigh Washington's interest in enforcing Washington contracts. Alaska has no interest in an irreducible period; at most it is interested in a period that does not unduly restrict access to the courts. Given that the one-year period agreed upon here is no shorter than the one-year period the legislature specified for certain personal actions,"65 I think Alaska's public policy does not govern the choice-of-law issue. We could not hold that Alaska's public policy of access was offended by legislation reducing the personal injury statutory period to one year.66 The time specified in the contract was adequate. This confirms that Alaska's policy interest is much narrower than the court finds it.

The court would apparently permit enforcement of the deadline upon a demonstration of prejudice.67 But because the contract

D. Overreaching

The second main proposition underlying the court's decision is its conclusion that Holland America overreached when the contract was formed. I think any overreaching is irrelevant here. The court should distinguish contractual terms which give a party no opportunity to protect itself, Perhaps overreaching can vitiate particular contract provisions. For example, many of the cruise contract cases deal with choice-oflaw and forum-selection clauses.68 In those cases, the passenger is bound by the contract terms as soon as the adverse event occurs. Assuming that it is appropriate in those sorts of cases to determine whether there was overreaching when the contract was formed, this case instead concerns a time-for-suit clause. The passenger has an opportunity (and an acute interest) post-injfury to determine whether to assert a claim and to find out what law controls that claim.69 Long had *447one year in which to investigate and sue. That is not an inadequate or unreasonable amount of time.70 She had every incentive to read her tour contract promptly and ample opportunity to investigate her claim and bring suit within one year. Any possible prejudice the one-year term potentially posed to her could have been avoided with a modicum of diligence during the presumptively sufficient one-year period.

The shortness of time in which to seek a refund without forfeiture or in which to seek recission or reformation is of no significance to a contract condition whose adverse consequences can be avoided with modest post-injury effort.

The one-year limitations period does not establish overreaching.

E. Conclusion

In short, the court's opinion reaches the wrong result. The purposes underlying Alaska's statutes of limitations are much more limited than those the court perceives. + And those interests and policies the court relies on that actually exist are either not relevant here or are not offended by applying Washington law. Any overreaching by Holland America is also irrelevant to enforcing the one-year deadline. I therefore disagree that Holland America must demonstrate prejudice in order to rely on the terms of its contract. I would enforce the parties' contract and affirm the superior court's dismissal of Long's complaint.

. As the court's opinion correctly notes, "under Restatement § 187(2)(b) we should apply Alaska law only if three conditions are met: (1) Alaska’s law would apply under Restatement § 188 in the absence of an effective choice of law; (2) Alaska has a materially greater interest in the issue; and (3) the application of Washington law would offend a fundamental policy of Alaska.” Op. at 432.

. See Southcenter View Condominium Owners' Ass'n v. Condominium Builders, Inc., 47 Wash.App. 767, 736 P.2d 1075, 1076-78 (1986) (enforcing one-year contractual limitation provision against plaintiff's negligence and contract claims, and holding that contractual limitations provisions are enforceable if reasonable) (citing Wilhelmy v. Northwest Airlines, 86 F.Supp. 565, 567-68 (W.D.Wash.1949) (barring passenger's personal injury claims against airline because she, failed to comply with ticket's requirements that she give written notice of claim within thirty days and commence suit within one year of occurrence of injury)); see also Yakima Asphalt Paving Co. v. Washington State Dep't of Transp., 45 Wash.App. 663, 726 P.2d 1021, 1023 (1986) ("'Parties to a contract can agree to a shorter limitations period than that called for in a general statute.").

. See Op. at 434.

. Op. at 434.

. Op. at 434.

. Op. at 434. In support of this proposition, the court cites Nolan v. Sea Airmotive, Inc., 627 P.2d 1035, 1045 (Alaska 1981). See Op. at 434 n. 20. Nolan did not involve parties who agreed to reduce the deadline for filing actions. See Nolan, 627 P.2d at 1037-38.

. Op. at 434 (citing West v. Buchanan, 981 P.2d 1065, 1068 (Alaska 1999) (citing Pedersen v. Zielski, 822 P.2d 903, 907 (Alaska 1991)), for the first proposition, and Johnson v. City of Fairbanks, 583 P.2d 181, 186-87 (Alaska 1978), for the second).

. See Op. at 432-433.

. Op. at 435-436.

. Op. at 436-437.

. See Op. at 437 n. 46.

. Op. at 434.

. See West v. Buchanan, 981 P.2d 1065, 1068 (Alaska 1999) ("{TJhe purpose of statutes of limitations is to protect defendants from the injustices that may result from the prosecution of stale claims." (emphasis added)); Pedersen, 822 P.2d at 907 ('The purpose of statutes of limitations is to eliminate the injustice which may result from the litigation of stale claims." (emphasis added)); Lee Houston & Assocs. v. Racine, 806 P.2d 848, 855 (Alaska 1991) ("[The primary purpose of the statutes of limitations ... [is] to encourage prompt prosecution of claims and thus avoid injustices which may result from lost evidence, faded memories and disappearing witnesses.... [A] shorter limitations period is consistent with the more evanescent nature of evidence which is frequently found in cases involving personal, reputational or dignity injuries." (emphasis added, citation omitted)); Byrne v. Ogle, 488 P.2d 716, 718 (Alaska 1971) ("It is generally recognized that the purpose of statutes of limitations is to encourage promptness in the prosecution of actions and thus avoid the injustice which may result from the prosecution of stale claims." (citation omitted)); see also Note, Developments in the Law: Statutes of Limitations, 63 Harv.L.Rev. 1177, 1185 (1950) [hereinafter Developments] (''The primary consideration underlying [the statutes of limitations] is undoubtedly one of fairness to the defendant."). The "collateral purposes" that have been identified do not include setting a minimum time for suit. See id. at 1185-86.

. See Developments, supra note 13, ai 1185 ("Another factor may be an estimate of the effectiveness of the courts, and a desire to relieve them of the burden of adjudicating inconsequential or tenuous claims." (citation omiited)).

. See, eg., Byrne, 488 P.2d at 718; Developments, supra note 13, at 1183. But compare Johnson v. City of Fairbanks, 583 P.2d 181, 187 (Alaska 1978), which I discuss below in text.

. 583 P.2d 181, 187 (Alaska 1978), cited in Op. at 434 n. 22.

. Id.

. See id. at 182 & n. 3.

. See id.

. See supra note 13.

. Restatement (Second) of Conflict of Laws § 187 emt. g (1971).

. 118 Md.App. 126, 701 A.2d 1213 (1997).

. Id. at 1219 (quoting Md. Ann.Code art. 48A, § 377B (1994) (recodified at Md.Code Ann., Ins. § 12-104 (2000))); see also Dunlop Tire & Rubber Corp. v. Ryan, 171 Neb. 820, 108 N.W.2d 84, 88 (1961) (stating that contractual limitations periods in insurance contracts are void because Nebraska state statute expressly forbids such provisions when they vary from general statute of limitations). Similarly distinguishable is Industrial Indemnity Insurance Co. v. United States, 757 F.2d 982, 986 (9th Cir.1985) (applying Idaho Code § 29-110 (1980), which declares "void" any contract condition "which limits the time within which [a party] may thus enforce his rights"), on which the court's opinion relies for a variety of propositions. See Op. at 433 n. 15, 434 n. 19, & 434 n. 27.

. Fireman's Fund Ins. Co. v. Sand Lake Lounge, Inc., 514 P.2d 223, 226 (Alaska 1973) (quoting 1A Arthur Linton Corbin, Contracts § 218, at 311-12 (1963)). The revised version of Corbin on Contracts contains an almost identical statement. See 3 Bric M. Holmes, Corbin on Contracts § 9.9, at 278 (1996).

. Fireman's Fund, 514 P.2d at 226 (quoting 1A Corbin, supra note 24, § 218, at 311-12 (emphasis deleted)).

. Fireman's Fund, 514 P.2d at 224.

. See Developments, supra note 13, at 1181 ("In the absence of controlling legislation, the courts generally uphold agreements shortening the period for bringing suit, for of course there is no conflict with the general policy favoring prompt settlement.").

. See Op. at 434-435.

. Op. at 434.

. See AS 09.10.130 (tolling statutes of limitations when defendant is out of state or concealed in state until defendant returns or concealment ceases); AS 09.10.140 (tolling statutes of limitations for minority and incompetency).

. See, eg., Margolies v. State Farm Fire & Cas. Co., 810 F.Supp. 637, 641 (E.D.Pa.1992) (holding that Pennsylvania statute prohibiting insurer from substituting contractual provisions less favorable to insured embodies public policy sufficient to invalidate insurance contract provisions which purport to substitute one-year limitations period for claims which by statute have three-year limitations period); Sun Ins. Office, Ltd. v. Clay, 133 So.2d 735, 737-38 (Fla.1961) (holding that Florida statute declaring that any contractual stipulation fixing time for instituting suit under the contract at a period of time less than that prescribed by statuie of limitations should be illegal and void was applicable to policy applied for in Illinois by Illinois resident, who moved to Florida where loss occurred); St. Louis & S.F.R. Co. v. James, 36 Okla. 196, 128 P. 279, 285 (1912) (holding that stipulation in shipment contract requiring suit to be brought thereon within six-months of accrual of cause of action violated Oklahoma statute providing "{elvery stipulation or condition in a contract, by which any party thereto is restricted from enforcing his rights under the contract by the usual legal proceedings in the ordinary tribunals, or which limits the time within which he may thus enforce his rights, is void"); see also supra note 23.

. See, eg., Turner Constr. Co. v. Scales, 752 P.2d 467, 470-72 (Alaska 1988) (holding that six-year statute of repose on suits against design professionals violated equal protection clause of state constitution); Greater Area Inc. v. Bookman, 657 P.2d 828, 829-30 (Alaska 1982) (adopting discovery rule); see also Hanebuth v. Bell Helicopter Int'l, 694 P.2d 143, 148 (Alaska 1984) (Moore, J., dissenting) (stating that "[!Jhis, court should not blithely interfere with the balance struck by the legislature" by applying discovery rule to statutory two-year limitations period for wrongful death actions).

. See Byrne v. Ogle, 488 P.2d 716, 718 (Alaska 1971).

. Fireman's Fund, 514 P.2d at 226.

. Op. at 433 (citations omitted).

. See, eg., Law Offices of Steven D. Smith, P.C. v. Borg-Warner Sec. Corp., 993 P.2d 436, 444 (Alaska 1999) (estoppel); Abbott v. State, 979 P.2d 994, 999 (Alaska 1999) (equitable tolling); Greater Area Inc. v. Bookman, 657 P.2d 828, 829-30 (Alaska 1982) (discovery rule).

. See, eg., supra note 30.

. See Pedersen v. Zielski, 822 P.2d 903, 907 (Alaska 1991) ("Application of the discovery rule, however, is dependent on facts that are often unclear.").

. See, eg., Van Horn Lodge, Inc. v. White, 627 P.2d 641, 643 (Alaska 1981) (holding that in absence of express promise by attorney to client, two-year statute of limitations applied to malpractice claim), overruled by Lee Houston & Assocs., Ltd. v. Racine, 806 P.2d 848, 854-55 (Alaska 1991) (holding six-year statute of limitations for contract applied to malpractice claim involving primarily economic injury).

. See State, Dep't of Corrections v. Welch, 805 P.2d 979, 981-82 (Alaska 1991) (stating that statute of limitations on claim for negligent supervision of probationer began to run when plaintiffs had information reasonably sufficient to prompt inquiry into claim); Mine Safety Appliances Co. v. Stiles, 756 P.2d 288, 292 (Alaska 1988) (stating that statute of limitations begins to run when tort victim regains competency shortly after accident).

. Compare Johnson, where the parties had no contractual relationship. The court there discussed the prospect of inconsistency between state and local government entities, and the effect of place of residence and whether it was a governmental unit that acted tortiously. 583 P.2d at 186-87.

. Op. at 433.

. Op. at 433.

. See Savage Arms, Inc. v. Western Auto Supply Co., 18 P.3d 49, 53-54 (Alaska 2001) (concluding that tort liability of corporate successor should be evaluated using choice-of-law rules governing tort rather than contract or corporate law, in order to preserve public policy behind products liability law-to ensure that responsible parties bear costs of injuries).

. See AS 09.10.070-.090; see also McDowell v. State, 957 P.2d 965, 971 (Alaska 1998) ("[The defense of the statute of limitations is a legitimate, but disfavored, defense.").

. In comparison, see AS 45.45.900, discussed in the court's Opinion at page 435 in footnote 31. That statute unequivocally expresses the legislature's intention to prohibit certain indemnity clauses as contrary to Alaska's public policy; such clauses tend to deprive actors of an incentive to act nonnegligently, because they cannot be held liable for the consequences of their actionable conduct. The contract term in issue here has no such tendency.

. See Op. at 435 (citing Alaska Energy Auth. v. Fairmont Ins. Co., 845 P.2d 420, 422 (Alaska 1993); Estes v. Alaska Ins. Guar. Ass'n, 774 P.2d 1315, 1318 (Alaska 1989); Fireman's Fund Ins. Co. v. Sand Lake Lounge, Inc., 514 P.2d 223, 226 (Alaska 1973)).

. Op. at 436 & n. 37.

. See, eg., Makarka v. Great Am. Ins. Co., 14 P.3d 964, 966 (Alaska 2000) ("[W]e treat insurance contracts as contracts of adhesion and construe them to provide coverage that a layperson would reasonably have expected, given a lay interpretation of the policy language.") (citations omitted).

. See, eg., O.K. Lumber Co. v. Providence Washington Ins. Co., 759 P.2d 523, 525 (Alaska 1988) (stating that a "fiduciary relationship [is] inherent in every insurance contract'); Continental Ins. Co. v. Bussell, 498 P.2d 706, 710 (Alaska 1972) (stating that finding policy is contract of adhesion turns not on its terms but on relationship of parties).

. See Fireman's Fund, 514 P.2d at 226 n. 4 (discussing standard policy forms).

. The contract here was both legible and understandable.

. See Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 593-94, 111 S.Ct. 1522, 113 L.Ed.2d 622 (1991) (enforcing forum selection clause in cruise ticket even though term was not bargained for because cruise line has special interest in limiting fora, ex ante forum selection has saluto-ry effect of dispelling uncertainty as to where suits must be brought and defended, and passengers who purchase tickets with forum selection clause benefit in form of reduced fares reflecting cruise lines' savings from reduced litigation costs).

. Burgess Constr. Co. v. State, 614 P.2d 1380, 1383 (Alaska 1980) (quoting Standard Oil Co. v. Perkins, 347 F.2d 379, 384 n. 5 (9th Cir.1965)).

. See id. at 1383-84.

. Id. at 1383. As a practical matter, the form of most public works construction contracts is unalterable. As we noted, "Burgess was not without options ... it could refuse to bid." Id. at 1384.

. See, eg., Bering Strait Sch. Dist. v. RLI Ins. Co., 873 P.2d 1292, 1294 (Alaska 1994).

. See Alaska Energy Auth. v. Fairmont Ins. Co., 845 P.2d 420, 423-24 (Alaska 1993) (declining to enforce limitations provision absent showing by insurer that it had been prejudiced by insured's delay in filing suit); Estes v. Alaska Ins. Guar. Ass'n, 774 P.2d 1315, 1318 (Alaska 1989) (holding that to bar insured's claim for failure to comply with policy's one-year time limit, insurer must establish that insured's delay caused insurer to suffer such prejudice as limit was intended to avoid).

. See Estes, T/A P.2d at 1318.

. The "three common judicial responses" to adhesion contracts are all inappropriate here, where there was (1) no ambiguity; (2) the one-year provision was not an unexpected term outside Long's reasonable expectations and was expressed in clear, plain, and conspicuous language; and (3) the one-year term is not unenforceable as against public policy. See Burgess, 614 P.2d at 1384.

. 514 P.2d 223, 224 (Alaska 1973).

. See Fireman's Fund, 514 P.2d at 227.

. Op. at 434.

. See, eg., Cal.Civ.Proc.Code § 340 (West 2000) (one-year period in which to sue for "injury or death from wrongful act or neglect"); Ky.Rev. Stat.Ann. § 413.140 (Banks-Baldwin 2000) (one-year period in which to bring "[aln action for an . injury to the person of the plaintiff, or of her *446husband, his wife, child, ward, apprentice, or servant").

. See AS 09.10.080 (prohibiting action for escape unless brought within one year), AS 09.10.090 (prohibiting private party's action for penalty unless brought within one year).

. In Fireman's Fund we reasoned that a one-year deadline on suit against a fire insurer would "smack of unreasonableness" if the "operational effect ... would be to reduce the limitation period to considerably less than one year from the date the cause of action accrued." 514 P.2d at 227. Here, of course, Long's cause of action accrued at the moment of injury. In Fireman's Fund we implicitly recognized that a one-year claim period was not in itself unreasonably short.

. See Op. al 435.

. See McTigue v. Regal Cruises, Inc., No. 97 Civ. 7444(JSM), 1998 WL 191430, at "1-2 (S.D.N.Y. Apr.22, 1998) (refusing to enforce forum-selection clause when passenger received ticket five weeks before departure and after payment); Corna v. American Hawaii Cruises, Inc., 794 F.Supp. 1005, 1008-12 (D.Haw.1992) (refusing to enforce forum-selection clause when passengers received tickets two to three days before departure and would have forfeited entire purchase price if they canceled); Johnson v. Holland Am. Line-Westours, Inc., 206 Wis.2d 562, 557 N.W.2d 475, 478-79 (App.1996) (refusing to enforce forum-selection clause where express terms of ticket prevented passengers from rejecting it without forfeiting several thousand dollars). But see Lauri v. Cunard Line Ltd., No. 00-CV-70656 DT, 2000 WL 791771, at *4 (E.D.Mich. May 15, 2000) (enforcing forum-selection clause even though passenger received ticket only nineteen days before sailing and would have forfeited entire purchase price if she canceled); relying on two shortened-limitations clause cases, Natale v. Regency Maritime Corp., No. 94 Civ. 0256(LAP), 1995 WL 117611 (S.D.N.Y. Mar.17, 1995), and Boyles v. Cunard Line Ltd., No. 93 Civ. 5472(CES), 1994 WL 449251 (S.D.N.Y. Jan.11, 1994).

. See Ames v. Celebrity Cruises, Inc., 97 Civ. 0065(LAP), 1998 WL 427694, at *5 (S.D.N.Y. July 29, 1998) (enforcing shortened limitations provision and stating that "[blecause plaintiffs were unaffected by the time limitations until they suffered injury, they had a duty at that time to consult their tickets or to contact [the cruise line] in order to learn of any limitations affecting their right to sue") (citation omitted); Sasso v. Travel Dynamics, Inc., 844 F.Supp. 68, 71-73 (D.Mass.1994) (enforcing shortened limitations provision *447even though injured passenger received ticket less than four weeks before departure, reasoning that important factor was plaintiff's consultation with counsel within three months of accident and stating that defendant should not be made to bear responsibility for plaintiff's counsel's inexplicable delay in requesting ticket or reading limitations period).

. Long's attorney submitted a written claim to Holland America about ten months after Long was injured.