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Breakaway Courier Corp. v. Berkshire Hathaway, Inc.

Citation: 2023 NY Slip Op 02077Docket: Index No. 654806/16 Appeal No. 94 Case No. 2021-03158

Court: Appellate Division of the Supreme Court of the State of New York; April 25, 2023; New York; State Appellate Court

Original Court Document: View Document

Narrative Opinion Summary

In this appellate litigation, Breakaway Courier Corp. contested a lower court's dismissal of its complaint against Berkshire Hathaway, Inc. and associated defendants. The dismissal was grounded in a forum selection clause within a Reinsurance Participation Agreement (RPA), mandating dispute resolution in Nebraska. The Appellate Division upheld this decision, aligning with precedent established in *Amazing Home Care Servs. LLC v. Applied Underwriters Captive Risk Assur. Co. Inc.* The court focused on the enforceability of the forum selection clause, rather than questioning the RPA's legality or reasonableness. Notably, while the RPA prescribed arbitration in the British Virgin Islands, a New York State consent order invalidated arbitration clauses in contracts involving New York employers. Breakaway's attempt to differentiate its claims based on workers' compensation policies failed, as the court deemed these claims intrinsically linked to the RPA. Furthermore, the court concluded that the involvement of AUCRA, a key defendant, warranted the comprehensive dismissal of the complaint. The decision serves to underscore the judiciary's adherence to contractual forum selection mandates and the implications of regulatory orders on arbitration enforcement. The ruling was finalized on April 25, 2023, thereby affirming the procedural dismissal of Breakaway's claims in favor of litigation in Nebraska.

Legal Issues Addressed

Arbitration Clause and Consent Order

Application: Despite an arbitration requirement in the RPA, the court ruled that a consent order prevented enforcement of arbitration clauses for New York employers.

Reasoning: Although the RPA included a requirement for arbitration in the British Virgin Islands, a consent order with the New York State Department of Financial Services prevented the enforcement of arbitration clauses for contracts involving New York employers.

Forum Selection Clause Enforcement

Application: The court upheld the dismissal of the complaint based on the enforceability of a forum selection clause, requiring disputes to be litigated in Nebraska.

Reasoning: The Appellate Division affirmed the dismissal, citing that the RPA's provisions required disputes to be litigated in Nebraska, in accordance with a previous ruling in *Amazing Home Care Servs. LLC v. Applied Underwriters Captive Risk Assur. Co. Inc.*.

Integral Party in Litigation

Application: AUCRA's integral role in the litigation justified the dismissal of the complaint against all defendants.

Reasoning: The court found that since the defendant AUCRA was integral to the litigation, the dismissal of the complaint against all defendants was appropriate.

Scope of Claims in Litigation

Application: The court determined that claims related to workers' compensation policies were not distinct from the RPA, aligning them with precedent cases.

Reasoning: Breakaway Courier's argument that its claims were distinct because they pertained to workers' compensation policies, rather than the RPA itself, was rejected.