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Credit Suisse Securities (USA) LLC v. Tracy

Citations: 812 F.3d 249; 41 I.E.R. Cas. (BNA) 11; 2016 U.S. App. LEXIS 1354; 2016 WL 336190Docket: Docket No. 15-345-CV

Court: Court of Appeals for the Second Circuit; January 27, 2016; Federal Appellate Court

Narrative Opinion Summary

In this case, five former employees of a financial services firm sought arbitration with the Financial Industry Regulatory Authority (FINRA) following their resignations. Their employment contracts included an arbitration clause mandating disputes be resolved through a specific program. The firm requested that the disputes be arbitrated outside of FINRA, which the district court granted, compelling arbitration through JAMS. The employees contended that FINRA Rule 13200 required arbitration in a FINRA forum, but the court found that Rule 13200 does not prohibit pre-dispute waivers. Consequently, the district court's decision was affirmed. The case involved claims of unfair competition and defamation filed by the employees, who argued that their pre-dispute arbitration agreement should not override FINRA rules. However, the court ruled that specific pre-dispute agreements are enforceable under the Federal Arbitration Act (FAA), allowing for arbitration in alternative forums. The court further clarified that public policy favoring arbitration does not prioritize one forum over another, dismissing the employees' arguments that FINRA awards and arbitrator qualifications were superior. Thus, the employees were required to arbitrate their claims through JAMS as per their agreement.

Legal Issues Addressed

Arbitration Agreement Enforceability under the Federal Arbitration Act

Application: The court held that pre-dispute arbitration agreements requiring arbitration outside of FINRA's forum can be enforced under the FAA.

Reasoning: Rule 13200 does not prohibit the enforcement of pre-dispute waivers for FINRA arbitration, leading to the affirmation of the district court's judgment.

FINRA Rule 13200 and Pre-Dispute Waivers

Application: The court determined that FINRA Rule 13200, which mandates arbitration under FINRA rules, does not prevent parties from waiving this requirement through pre-dispute agreements.

Reasoning: The prevailing legal principle affirms that a specific pre-dispute agreement overrides broader SRO arbitration rules.

Interpretation of FINRA Rule 13200

Application: The court interpreted Rule 13200 as not explicitly naming a forum, thus allowing for arbitration in alternative forums if agreed upon in a pre-dispute arbitration agreement.

Reasoning: The court concludes that although Rule 13200 does not explicitly name a forum, it inherently requires arbitration in a FINRA forum since the Code of Arbitration Procedure applies solely to FINRA arbitrations.

Public Policy Favoring Arbitration

Application: The court emphasized that public policy favoring arbitration does not extend to a preference for one particular arbitration forum over another.

Reasoning: The public policy favoring arbitration does not extend to favoring one arbitral forum over another.