IN RE: BALYASNY ASSET MANAGEMENT L.P. (2025)

Order and judgment (one paper), Supreme Court, New York County (Melissa A. Crane, J.), entered on or about May 29, 2024, which granted the petition brought pursuant to CPLR article 75 for a permanent stay of an arbitration proceeding and denied respondent's cross-petition to set aside a separation agreement, unanimously affirmed, without costs.

Supreme Court properly granted the petition (CPLR 7503[b]).  The release provision in the separation agreement is “clear and unambiguous on its face,” encompassing all claims, “known or unknown,” that respondent “had, has or may have,” arising from her employment with petitioner, including the discrimination and related claims asserted in her arbitration demand (Skluth v. United Merchants & Mfrs., 163 A.D.2d 104, 106, 559 N.Y.S.2d 280 [1st Dept. 1990];  see also Centro Empresarial Cempresa S.A. v. América Móvil, S.A.B. de C.V., 17 N.Y.3d 269, 276, 929 N.Y.S.2d 3, 952 N.E.2d 995 [2011]).  The separation agreement was also “knowingly and voluntarily entered into” (Skluth, 163 A.D.2d at 106–107, 559 N.Y.S.2d 280), as respondent admittedly signed the agreement without giving it more than a glance, even though she was given seven days to review it, consult an attorney, and negotiate material changes.  Moreover, respondent's employment agreement provided for post-termination payments at petitioner's option, for which a release may be required;  the separation agreement expressly advised respondent to consult an attorney;  and sufficient consideration was provided in that petitioner offered to make over $29,000 in post-termination payments that were not guaranteed by the employment agreement and were not unpaid wages earned while respondent was employed (see Bormann v. AT & T Communications, Inc., 875 F.2d 399, 403 [2d Cir.1989], cert denied 493 U.S. 924, 110 S.Ct. 292, 107 L.Ed.2d 272 [1989];  see also Mandavia v. Columbia University, 2013 WL 2391695, *7, 2013 U.S. Dist. LEXIS 77576, *18 [S.D.N.Y., June 3, 2013, 12 Civ 2188(JPO)], affd 556 F.Appx. 56 [2d Cir.2014];  Davis v. Eastman Kodak Co., 2007 WL 952042, *11, 2007 U.S. Dist. LEXIS 23193, *38–39 [W.D.N.Y., Mar. 29, 2007, No. 04–CV–6098]).  To that end, even the $4,640.16 paid after respondent signed the separation agreement, which were not earned wages, is sufficient consideration for respondent's release.

We do not find the separation agreement or its release provision unconscionable (see Lawrence v. Graubard Miller, 11 N.Y.3d 588, 595, 873 N.Y.S.2d 517, 901 N.E.2d 1268 [2008];  Gillman v. Chase Manhattan Bank, 73 N.Y.2d 1, 10, 537 N.Y.S.2d 787, 534 N.E.2d 824 [1988]).  Nothing in the record suggests overreaching or unfair circumstances to support a finding of procedural unconscionability (contra Paulino v. Braun, 170 A.D.3d 506, 506, 96 N.Y.S.3d 181 [1st Dept. 2019];  Johnson v. Lebanese Am. Univ., 84 A.D.3d 427, 431, 922 N.Y.S.2d 57 [1st Dept. 2011]).  As for substantive unconscionability, respondent cites no authority for the proposition that requiring the return of a signing bonus in the event of resignation within a certain time after the commencement of an employment constitutes liquidated damages (compare Scott v. Harris Interactive, Inc., 512 F. Appx. 25, 28 [2d Cir.2013];  Paysafe Partners LP v. Merchant Payment Group LLC, 2019 WL 1986607, *3, 2019 U.S. Dist. LEXIS 75885, *5–6 [S.D.N.Y., May 6, 2019, 19 Civ 495(LGS)];  Plank v. Watson Bowman Acme Corp., 46 A.D.3d 1338, 1339, 849 N.Y.S.2d 148 [4th Dept. 2007];  Arthur Cab Leasing Corp. v. Loup Hacking Corp., 39 Misc.3d 1219[A], *6, 2013 WL 1799035 [Sup. Ct., Kings County 2013], judgment entered 2014 WL 11515535 [Sup. Ct., Kings County 2014], affd 137 A.D.3d 826, 27 N.Y.S.3d 595 [2d Dept. 2016] and 137 A.D.3d 828, 27 N.Y.S.3d 592 [2d Dept. 2016]).  Similarly, a release of discrimination claims is not substantively unconscionable (see Skluth, 163 A.D.2d at 107, 559 N.Y.S.2d 280).

We have considered respondent's remaining contentions and find them unavailing.