United States District Court, D. Massachusetts
ORDER AND MEMORANDUM ON PETITION TO CONFIRM
ARBITRATION AWARD (DOCKET NO. 10)
TIMOTHY S. HILLMAN DISTRICT JUDGE.
Matthew Grady's resignation from his employment at
Barclays Capital Inc. (“BCI”), the parties
submitted claims to an arbitration panel, BCI because it
believed arbitration would be a more favorable forum, and Mr.
Grady because he did not know he had a choice. BCI now moves
for this Court to confirm the Award. Because the Court has
not choice but to confirm the Award, it will do so. For the
reasons stated below, BCI's petition is
2011, Mr. Grady signed an Offer of Employment (“Offer
Letter”) to accept a position as an investment
representative at BCI. The Offer Letter provided Mr. Grady
with the option to receive a personal loan of $900, 000 from
an a BCI affiliate, Barclays Bank PLC (“Barclays
Bank”). Mr. Grady accepted that loan to be forgiven in
seven equal, annual installments as long as Mr. Grady
remained employed by BCI. If his employment ended before the
loan was repaid, Mr. Grady would then be obligated to pay the
remaining principal as of the date of his termination, plus
interest. Mr. Grady executed a Promissory Note in favor of
Barclays Bank (the “Note”).
Offer Letter also provided the following:
Your obligations for the loan will be solely to [Barclays
Bank] and will be independent of your employment with [BCI].
To be clear, [Barclays Bank] is not your employer and does
not have any authority or control over any aspect of your
employment or continued employment by Barclays, nor is the
Bank a member of the Financial Industry Regulatory Authority
(“FINRA”). Accordingly, any disputes between you
and [Barclays Bank], including any disputes arising out of or
relating to the loan, are not subject to FINRA arbitration
but rather will be adjudicated in an appropriate court of
(Docket No. 44-1, at 3) (emphasis added). Further, the Offer
Letter contained an arbitration agreement, which provided:
“This arbitration agreement does
not apply to any dispute that may arise between
you and [Barclays Bank].” Id. at 4 (emphasis
with the Offer Letter, the Note contained an exclusive forum
selection clause providing:
The Borrower expressly agrees that any and all actions to
enforce the terms of this Note shall be litigated only in the
state or federal courts sitting in the State and County of
New York and in no other.
Id. at 8.
January 23, 2015, Mr. Grady resigned from Barclays, causing
the unpaid principle balance of the loan-$514, 285.71-to
become payable under the terms of the Note. Following Mr.
Grady's resignation, Barclays Bank assigned the Note to
BCI. See Id. at 11.
one week of that assignment, on June 22, 2015, BCI filed a
claim with FINRA, initiating arbitration to collect the
outstanding principal balance, the tax withholding amounts
owed by Grady, and accrued interest. Mr. Grady, without
counsel, filed an answer and submitted counterclaims against
Barclays. In March 2017, Mr. Grady participated in a two-day
evidentiary hearing before a panel of three FINRA
arbitrators, again without counsel. On March 29, 2017, that