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Justice Yates Click here to see Judicial Profile http://nycourts.law.com/CourtDocumentViewer.asp?view=Document&docID=119961 DEFENDANT moved to compel arbitration and dismiss or stay court proceedings pending completion of same. Plaintiff sued for breach of contract arguing defendant withdrew funds from an escrow account prematurely. The court stated the issue was if the dispute regarding the withdrawal was governed by the forum selection clause contained in a share transfer agreement (STA) or the escrow agreement. It noted the dispute was over who held the money deposited into the escrow account pending final assessment and determination of the amount of excluded liability. The court stated it was this issue that was to be resolved by either a court or in arbitration. It ruled that while the escrow agreement contained some language governing the procedure for the release of the escrow funds, it was devoid of terms or substantive conditions that must be met before the funds may be claimed. The court concluded the STA contained a bargained-for agreement as to who should hold the funds, and the STA, not the escrow agreement, set forth the terms and conditions for the funds’ release. It found the escrow agreement was premised on the existence and language in the STA and the documents must be read together, ruling the dispute was a matter for arbitration.

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