Full opinion text
MEMORANDUM OPINION AND ORDER JAMES O. BROWNING, District Judge. THIS MATTER comes; before the Court on Defendant Goldman, Sachs & Co.’s Motion to Transfer Pursuant to 28 U.S.C. § 1404(a), filed September 30, 2014 (Doc. 27)(“Motion”). The Court held a hearing on March .5, 2015. The primary issue are: (i) whether Plaintiff Presbyterian Healthcare Services’ claims ‘arise out of its broker-dealer agreement with Defendant Goldman, Sachs & Co., Broker-Dealer Agreement, filed September 30, 2014 (Doc. 29-1); and (ii) whether Presbyterian Healthcare Services’ claims “arise out of’ its Broker-Dealer Agreement, Presbyterian Healthcare would be bound by the Broker-Dealer Agreement’s forum-selection clause,'requiring that Presbyterian Healthcare bring its case in the United States District Court for the Squthern District of New York. The Court concludes that Presbyterian Healthcare’s claims ‘arise out: of the Broker-Dealer Agreement, because the claims concern Goldman Sachs’ actions pursuant to .that agreement. The Court therefore grants Goldman Sachs’ Motion and will transfer this case to the United States District Court for the Southern District of New York. FACTUAL BACKGROUND , Presbyterian Healthcare is a private, non-profit healthcare system based in, Albuquerque, New Mexico. See Complaint for Declaratory Relief and Injunctive Relief ¶ 4, at 2, filed February 25, 2014 (Doc. 1) (“Complaint”). The New Mexico Hospital Equipment Loan Council (“NMHELC”) is a state-created, see-N.M. Stat. Ann. § 58-23-5 NMSA, but independently-run instrumentality, Complaint ¶ 5, at 2, that assists New Mexico hospitals in issuing bonds, see Transcript of Defendant Goldman, Sachs & Co.’s Motion to Transfer at 38:17-19 (taken Mar. 5, 2015) (“Tr.”) (Edwards). Goldman Sachs is a multinational investment banking firm based in New York City, New York. See About Goldman Sachs, Goldman Sachs, http:// www.goldmansachs.com/who-we-are/at-a-glance/index.html (last 'visited July 7, 2015). From' 2004 to 2009, Goldman Sachs provided financial services 'to Presbyterian Healthcare. See Complaint ¶ 11, at 4. In 2004, Goldman Sachs helped Presbyterian Healthcare issue roughly $147.5-million in Auction Rate- Security (“ARS”) - bonds. Memorandum of Law in Support of Goldman, Sachs & Co.’s Motion to Transfer Pursuant to 28 U.S.C. § 1404(a) at 2, filed September 30, 2014 (Doc 28)(“Motion Memo.”). ARS bonds are long-term, variable-rate instruments with interest rates that reset at periodic auctions. At each auction, ARS investors submit a bid setting forth the number of ARS that they wish to purchase, hold, or sell, and the lowest interest rate that they will accept. The lowest interest rate at which the entire issue can be sold at par establishes the new interest rate to be paid until the next auction. This new interest rate is known as. the “clearing rate.” If there are insufficient bids to cover the bonds available for sale at the auction, however, the auction “fails,” and the interest rate is set at a contractual “maximum rate” until the next auction. Goldman, Sachs & Co. v. City of Reno, 747 F.3d 733, 736 (9th Cir.2014). Ideally, ARS bonds allow the issuer to offer long-term debt while paying interest rates comparable to short-term debt. See Complaint ¶ 12, at 4. The ARS market is vulnerable, however, to auction failure: when there are more ARS bonds than bidders, the issuer is penalized by having to pay a set maximum interest rate. See Motion Memo, at 3. In 2006, Presbyterian Healthcare wished to capitalize on a favorable shift in long-term municipal debt interest rates, and Goldman Sachs arranged to “synthetically fix” the ARS bond rate by having Presbyterian Healthcare enter into interest rate swaps with a Goldman Sachs affiliate. Complaint ¶ 13, at 4-5. Under these swaps, Presbyterian Healthcare paid the affiliate a fixed rate in exchange for variable rate payments based on the monthly London Interbank Offer Rate (“LIBOR”). Complaint ¶ 13, át 5. The parties expected the LIBOR rate to mirror the rates Presbyterian Healthcare would have had to pay on its ARS bonds, allowing Presbyterian Healthcare to continue to pay a fixed rate while continuing to send its ARS bonds to auction. See Complaint ¶ 13, at 5. In early 2008, demand for ARS bonds dropped, and auctions across the country began to fail. See Motion Memo, at 5. Presbyterian Healthcare had to restructure many, of its ARS bonds, terminate some of its interest rate swaps, and pay higher rates. See Complaint ¶ 17, at 6. 1. The Parties’ Agreements and Relevant Documents, Presbyterian Healthcare and' Goldman Sachs began discussing investment banking services in late 2003, see Plaintiffs’ Opposition to Defendant’s Motion to Transfer Pursuant to 28 U.S.C. § 1404(a) at 15, filed November 24, 2014 (Doc. 35)(“Response”), culminating in the. issuance of ARS bonds in mid-2004, Response at 3. The parties now contest the legal implications of several documents and agreements created during that time, a.Goldman Sachs’ Proposal. In late 2003, Goldman Sachs sent Presbyterian Healthcare a proposal pitching its banking and underwriting services. See Proposal to.Provide Investment Banking Services, filed November 24, 2014 (Doc. 35-2)(“Proposal”); Edwards Decl. ¶ 3, at 1. The Proposal touts Goldman Sachs’ experience working with health care providers, see Proposal at 3, asserting that it “is a leader and innovator in ... capitál formation, underwriting[,] remarketing[,] auction agent/broker-dealer services[,] derivative product development and execution[,] strategic advisory services[,] and use of credit enhancement,” Proposal at 4. Goldman Sachs also underscores its long-term commitment to clients: Goldman Sachs prides itself on providing complete, broad based, intensive coverage for our clients, regardless of where they are in.their capital cycle. While we have recently added a number of new clients, many of our relationships span decades. We maintain these relationships by providing a complete and varied range of. services, by being a product innovator and market leader, and by focusing on what is best for the client rather than what produces the next trade. Proposal at 3. b.The Purchase Contract. On May 7, 2004, Goldman Sachs entered into an agreement with the NMHELC to purchase Presbyterian Healthcare’s ARS Bonds and serve as the underwriter. See Purchase Contract at l, dated May 7, 2004, filed September 30, 2014, (Doc. 29-4). The Purchase Contract contains no forum-selection clause, but stipulates that New Mexico law governs the contract. See Answer ¶ 23, at 17. c.The Broker-Dealer Agreement. On May 12, 2004, Presbyterian Healthcare, Goldman Sachs, and Wells Fargo Bank entered into the Broker-Dealer Agreement, which setting terms for issuing four categories of ARS bonds. See Broker-Dealer Agreement at 2. The Broker-Dealer Agreement stipulates to the parties’ procedures and expectations in executing the ARS bonds, see Broker-Dealer Agreement at 3-6, 8, and sets compensation terms, see Broker-Dealer Agreement at 7-8, The Broker-Dealer Agreement includes a merger clause, titled “Entire Agreement,” which reads: This Broker-Dealer Agreement, and the other agreements and instruments executed and delivered in connection with the issuance of the Series 2004 Auction Bonds, contain the entire agreement between the parties relating to the subject matter hereof, and there are no other representations, endorsements, promises, agreements or understandings, oral, written or inferred, between the parties relating to the subject matter hereof. Broker-Dealer Agreement at 14 (emphasis added). A page later comes a forum-selection clause, titled “Governing Law; Jurisdiction; Waiver of Trial by Jury”: This Broker-Dealer Agreement shall be governed by and construed in accordance with the laws of the State of New York (including, without limitation, Section 5-1401 of the New York General Obligations Law or any successor to such statute). The parties agree that all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby shall be brought in the United States District Court in the County of New York and that, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such court. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this Broker-Dealer Agreement or the transactions contemplated hereby. Broker-Dealer Agreement at 14 (emphasis added). d. FINRA Agreement. FINRA members must ostensibly adhere to its Code of Arbitration Procedure for Customer Disputes (“FINRA Code”), Rule 12200 of which provides: Parties must arbitrate the dispute under the Code if: • Arbitration under the Code is either: (1) Requested by a written agreement, or (2) Requested by the customer • The dispute is between a customer and a member or associated person of a member; and • The dispute arises in connection with the business activities of the member or the associated person, except disputes involving the insurance business activities of a member that is also an insurance company. FINRA Code Arb. Proc. 12200. PROCEDURAL BACKGROUND On February 10, 2014, Presbyterian Healthcare filed a claim against Goldman Sachs with the Financial Industry Regulatory Authority (“FINRA”) Division of Arbitration in New Mexico. See Declaration of Samuel B. Edwards in Support of Plaintiffs’ Complaint for Declaratory Relief and Injunctive Relief ¶2, at 1, executed on February 25, 2014, filed on February 25, 2014 (Doc. l-2)(“Edwards Deck”). The claim alleged that Goldman Sachs misrepresented the stability of the ARS market, artificially supporting the market with its own bids “to create the illusion of sufficient bidders when they did not exist,” which “hid the true and increasing risk” of Presbyterian Healthcare’s bonds. Edwards Decl. ¶7, at 3. The claim further alleged that Goldman Sachs and other firms ceased supporting the ARS market in early 2008, causing the market collapse and Presbyterian Healthcare to suffer considerable financial loss. See Edwards Decl. ¶ 8, at 3. The claim asserted eight counts: (i) violations of FINRA and Municipal Securities Rulemaking Board rules; (ii) violation of securities statutes, namely provisions of the New Mexico Uniform Securities Act, see N.M. Stat. Ann. ch. 58, art. 13C, including a provision concerning securities fraud, N.M. Stat. Ann. § 58-13C-501; (iii) negligent misrepresentations; (iv) breach of fiduciary duty;- (v) fraud; (vi) negligence; (vii) unjust enrichment; and (viii) violations of New Mexico’s Unfair Practices Act, N.M. Stat. Ann. § 57-12-1 NMSA. See Statement of Claim, ¶¶ 54-89, at 22-28, filed September 30, 2014 (Doc. 26-1)(“FINRA Claim”). Presbyterian Healthcare requested eleven categories of damages: (1) All sums paid to Goldman Sachs Mitsui Marine Derivative Products, L.P.[] under the 2006 Swap Agreements; plus, additionally or alternatively, (2) The cost of unwinding the 2006 Swap Agreements; plus, additionally or alternatively, (3) .Ml sums paid by Claimants over and above the synthetic fixed rate to service the 2005 ARS Bonds; plus, additionally or alternatively, (4) All incurred and future financing costs of the refinanced 2004 ARS Bonds over and above the bargained for synthetic fixed rate to service the 2004 ARS Bonds; plus, additionally or alternatively, (5) All advisory fees, closing fees, underwriting fees and other fees and expenses incurred by Claimants in connection with the 2004 ARS Bonds, the 2006 Swaps and the 2008 Bonds; plus, additionally or alternatively, (6) Rescission of any or all transactions as sought; plus, additionally or alternatively, (7) Statutory damages as provided by applicable law; plus, additionally or alternatively, (8) Pre-award and pre-judgment interest on all damages from the date of the initial transaction until the date of the award and/or judgment and until such sums are paid, all at the highest rate allowed by law; plus, additionally or alternatively, (9) All costs of these proceedings and for recovery of damages incurred, including legal fees, including while on appeal, if any, and for collection; plus, additionally or alternatively, (10) Punitive damages; plus, additionally or alternatively, (11) Any and all other relief available to Claimants, in law or equity or otherwise, which may be granted to them by this Arbitration Panel. FINRA Claim at 29. About a month after Presbyterian Healthcare filed the FINRA Claim, the parties agreed to stay the arbitration proceedings so that Goldman Sachs could “challenge the arbitrability of this matter and to file a preliminary injunction motion before a federal district court.” Letter from Goldman Sachs to FINRA, at 2, filed September 30, 2014 (Doc. 26-6). . Presbyterian Healthcare filed the Complaint in early 2014, asking the Court to “declare that the parties’ dispute is arbi-trable under FINRA Rules and issue an order compelling Defendant to submit to FINRA arbitration.” Complaint ¶ 3, at 2. Presbyterian Healthcare asserts that this action is necessary, because “Goldman Sachs has filed suit seeking to enjoin every, or virtually every, other suit brought by a municipal issuer similarly situated to [Presbyterian Healthcare].” Complaint ¶ 28, at 10. Presbyterian Healthcare asserts that it hired Goldman Sachs “as a strategic capital adviser wherein Goldman Sachs would provide ongoing advice concerning ‘capital planning, credit strategy, rating agency and investor relations, rating agency and investor relations, raising capital, capital markets/derivatives implementation, and strategic advisory services.’” Complaint ¶ 11, at 4. Presbyterian Healthcare asserts that during their “ongoing business relationship” between 2005 and 20Q8, Goldman Sachs advised Presbyterian Healthcare on “at least four different bond issues and at least two different series of derivative transactions.” Complaint ¶ 3, at 4. Presbyterian Healthcare asserts that, in 2006, it was considering ways to take advantage of' advantageous interest rates on long-term municipal debt, and Goldman Sachs recommended that, “[r]ather than refund the 2004 ARS Bonds,” Presbyterian Healthcare “synthetically fix” the 2004 bonds’ rates by entering four interest rate swaps with a Goldman Sachs affiliate. Complaint ¶ 13, at 4-5. By paying a fixed rate to the affiliate in exchange for variable-rate payments based on LIBOR floating rate, Presbyterian Healthcare expected its debt obligation to comprise only the fixed rate, because the LIBOR rate would “closely mirror” the rate Presbyterian Healthcare owed to its bondholders. Complaint ¶ 13, at 5. Presbyterian Healthcare asserts that this plan did not go smoothly: “[U]nbeknownst to [Presbyterian Healthcare], from the time of the issuance of the 2004 ARS Bonds through early 2006, when the [s]waps were being considered, the ARS market had deteriorated significantly,” and Goldman Sachs often had to artificially prop up the market by placing “support bids” that “creat[ed] the illusion of sufficient bidders when they did not exist.” Complaint ¶ 15, at 5-6. Presbyterian Healthcare asserts: Goldman Sachs’ conduct in the ARS market, and its lack of disclosure about the true state of the ARS market served to hide the true and increasing risk of the 2004 ARS Bonds, and subsequently the [s]wáps, from [Presbyterian Healthcare]. Additionally, during this same time period, the Securities & Exchange Commission was investigating Goldman Sachs-and other firms for their role in manipulating the ARS market. Without proper disclosure of the increasing fail risk associated with the 2004 ARS Bonds, [Presbyterian- Healthcare was] deprived of the necessary and material information to understand and evaluate the true risk and cost of entering the [interest rate s]waps. Moreover, Goldman Sachs’ continued lack of disclosure as the ARS market further-deteriorated in the latter part of 2005 and 2007, deprived [Presbyterian Healthcare] of the opportunity to take action to protect themselves against an ARS market disruption or collapse. Complaint ¶ 16, at 6. Presbyterian Healthcare asserts that, when Goldman Sachs and other banking firms “abandoned the ÁRS market, ..'. the ARS market quickly collapsed,” and it “had to restructure the 2004 ARS Bonds at a significant cost, terminate some of the Swaps and continue to be damaged through the payment of elevated rates on the restructured debt and payments on the remaining Swaps.” Complaint ¶ 17, at 6. ' Presbyterian Healthcare contends that it has a right arbitrate with Goldman Sachs under the FINRA Codé of Arbitration, because Goldman Sachs is a member of FINRA, and because Presbyterian Healthcare is Goldman Sachs’ customer. See Complaint ¶¶ 19-28, at 7-10. Presbyterian Healthcare argues that it is- a “customer” for FINRA Rule 12200-purposes, because “[a], number of federal courts around the country have held that-an issuer of securities is the customer of its underwriter?’ Complaint ,¶ 22, at 8: Presbyterian Healthcare cites Patten Securities Corp. v. Diamond Greyhound & Genetics, Inc., 819 F.2d 400 (3d Cir.1987), abrogated on other grounds by Delgrosso v. Spang & Co., 903 F.2d 234, 236 n. 2 (3d Cir.1990), which upheld a district court’s order compelling an underwriter to arbitrate at the National Association of Securities Dealers (n/k/a FINRA), noting that the NASD had previously stated: “An issuer of securities should be considered a public customer of a member firm where a dispute arises over a proposed underwriting.” 819 F.2d at 406 (quoting NASD Annual Meeting 1983, Joint Appendix at 149)(internal quotation marks .omitted). Presbytérian Healthcare argues that, since Patten Securities Corp. v. Diamond Greyhound & Genetics, Inc., the Southern District of New York “has twice ruled that an issuer-underwriter relationship by itself is sufficient -to establish a FINRA claim-' ant’s customer status.”. Complaint ¶ 23, at 8. For example, Presbyterian Healthcare asserts that, in UBS Financial Services Inc. v. West Virginia University Hospitals Inc., 760 F.Supp.2d 373 (S.D.N.Y. 2011) (Marrero, J.) (“W. Va. Univ. Hosp.”), affd in part and vacated in part, 660 F.3d 643 (2d Cir.2011), Presbyterian Healthcare asserts that the -court “specifically addressed the question of whether a municipal auction- rate securities issuer was the customer of the underwriter of its auction rate bonds ... [,] finding that ... the ambiguities in the meaning of ‘customer’ should be resolved in favor of arbitration.” - Complaint ¶ 24, at -9 (citing 760 F.Supp.2d at 378). Presbyterian Healthcare also points to a case from the United States Court of Appeals for the Fourth Circuit which affirmed a district court’s ruling that & municipal auction rate issuer was its underwriter’s and broker-dealer’s customer, because “customer” under FIN-RA “‘refers to one, not a broker or a dealer, who purchases commodities or services from a FINRA member in the court of the member’s business activities insofar as those activities are regulated by FIN-RA-namely investment banking and securities business activities? ” Complaint ¶ 26, at 9 (quoting UBS Fin. Servs. Inc. v. Carilion Clinic, 706 F.3d 319, 327 (4th Cir.2013) (Niemeyer, J., joined by Keenan & Diaz, 33.){“Carilion”)).' Presbyterian' Healthcare also refers to a case from a district court within the United States Court of - Appeals for the Ninth Circuit, which found that “issuers are customers of their underwriter. when the underwriter recommended a swap transaction.” Complaint ¶ 27, at 10 (citing Ross Sinclaire & Associates v. Premier Sr. Living,, LLC, No. CIV 11-5104 YGR, 2012 WL 2501115, at *2- (N.D.Cal. June 27, 2012)). Goldman Sachs answered ■ Presbyterian Healthcare’s Complaint in September, 2014. See Goldman, Sachs & Co.’s Answer, Defenses and Counterclaims to Plaintiffs’ Complaint for Declaratory and Injunctive Relief, filed September 30, 2014 (Doc. 26)(“Answer”). Goldman Sachs asserts that the Broker-Dealer Agreement between it and Presbyterian Healthcare contains an “exclusive forum-selection clause requiring that ‘all actions and proceedings arising under th[e] Broker-Dealer Agreement or any of the transactions contemplated thereby shall be brought in the United States District Court, in the County of New York,’ and not in this Court.” Answer ¶ 10, at 2-3 (alteration in original Answer but not in quoted source). Goldman Sachs “admits and avers” that the Securities and Exchange Commission (“SEC”) “has investigated the practices and procedures of various financial institutions, including Goldman Sachs, with respect to the ARS market ... [,]” but that “the SEC investigation resulted in a highly publicized market-wide settlement which amplified disclosure of the very practices of which Presbyterian Healthcare now alleges it was unaware at the time.” Answer ¶ 16, at 3-4. Goldman Sachs .asserts that, consequently, “PHS’s claims and theories are baseless, particularly in light of its own disclosures and information at their [sic] disposal concerning ‘support bids’ and the potential for failed auctions.” Answer ¶ 29, at 19. Goldman Sachs also challenged the applicability of W. Va. Univ. Hosp., arguing that the Court, of Appeals for the Second Circuit “affirmed the [district court’s decision] only in part and expressly declined to affirm on the basis of the district court’s determination that a municipal auction rate securities issuer was a ‘customer’ of the underwriter as contemplated by FINRA Rule 12200.” Answer, ¶ 24 at 5 (citing UBS Fin. Servs., Inc. v. W. Virginia Univ. Hospitals, Inc., 660 F.3d 643, 650 (2d Cir.2011)). Goldman Sachs asserts eleven defenses: (i) Presbyterian Healthcare violated the forum-selection clause in the Broker-Dealer Agreement by filing the Complaint outside of the Southern District of New York; (ii) “PHS lacks standing to bring this action”; (iii) “[t]his Court lacks subject matter jurisdiction over this action”; (iv) “[t]his Court is an improper venue for PHS’s claims”; (v) Presbyterian Healthcare is not Goldman Sachs’ customer under FINRA; (vi) Presbyterian Healthcare’s Complaint fails to state a claim; (vii) “PHS’s claims are barred, in whole or in part, by the doctrine of unclean hands”; (viii) “PHS’s claims are barred, in whole or in part, by the doctrine of laches”; (ix) “PHS’s claims are barred, in whole or in part, by the doctrines of equitable estop-pel, waiver and/or other equitable doctrines”; (x) “PHS’s claims are barred by PHS’s own breaches of contract”; and (xi) “PHS’s claims are barred by the statute of limitations.” Answer at 8-9. Goldman Sachs asserts that Presbyterian Healthcare seeks arbitration under FINRA for purely strategic purposes: The reason PHS filed its claims before FINRA is simple and transparent on its face: all of PHS’s claims are time-barred under the applicable statutes of limitation and fly in the face of its own disclosures, and would be subject to dismissal at the outset if brought in federal court. PHS is attempting to use the FINRA forum to circumvent, or at least forestall focus on, the applicable statutes of limitation and other facial deficiencies of their claims. Answer ¶ 24, at 11. Goldman Sachs notes that Presbyterian Healthcare filed its arbitration request with FINRA “almost six years after the first and only of PHS’s ARS auctions failed, and long past the expiration of the four-year statutes of limitation governing its claims.” Answer ¶ 26, at 18. Goldman Sachs requests that the Court: (i) dismiss Presbyterian Healthcare’s Complaint “on the merits, in its entirety and with prejudice”; (ii) declare that FINRA “is not an appropriate forum to resolve a dispute between Goldman Sachs and PHS pursuant to their contracts related to ARS,” and that “FINRA has no jurisdiction to adjudicate the FINRA Arbitration”; (iii) “[preliminarily and permanently enjoinf ] PHS from pursuing any claims against Goldman Sachs in the FINRA Arbitration”; (iv)' award Goldman Sachs suit’s costs; and (v) grant “such other relief as may be just and proper.” Answer ¶¶ 1-5, at 22. Goldman Sachs explains that it seeks this relief because arbitration is a creature of contract, and a FINRA arbitration panel has no authority to decide whether the parties have submitted to it under the terms of their contract. It is well-settled law that only a court can determine whether parties agreed to arbitrate and, under the terms of the Broker-Dealer Agreement, the Southern District of New York is the parties’ exclusive required forum. Answer ¶ 33, at 20. Goldman Sachs contends it will suffer irreparable harm if Presbyterian Healthcare is not enjoined from pursuing its FINRA claim, beeausé it will (i) be deprived of its right to select the forum in which it expressly agreed to resolve disputes, (ii) be forced to arbitrate a dispute it has not agreed to arbitrate, and (iii) be forced to incur the substántial time and expense of defending itself in the arbitration proceeding, or risk an adverse outcome in those proceedings, even though Goldman Sachs is not legally compelled to arbitrate PHS’s stale claims. Answer ¶ 39, at 21-22. On the same day it filed its Answer, Goldman Sachs submitted the Motion. In the Motion, Goldman Sachs argues: PHS transparently seeks to avoid litigating in the SDNY, the contractually mandated forum which, at the time of PHS’s filing, had in four separate decisions- — two of which were recently affirmed by the U.S. Court of Appeals for the Second Circuit ... — enforced identical forum-selection clauses and required that similar claims regarding ARS be brought in New York federal court rather than before FINRA.” Motion at 1-2 (emphasis in original). Additionally, Goldman Sachs contends that Presbyterian Healthcare filed its claim with FINRA two years after the statutes of limitations lapsed on Goldman Sachs’ alleged acts, see Motion at 5-6, with each claim “plainly depend[ing] on Goldman Sachs’ role as a broker-dealer for PHS’ ARS,” Motion at 6. Goldman Sachs argues that the Court should grant the Motion, because motions to transfer venue, when based on valid forum-selection clauses, should not be denied .absent extraordinary circumstances, of which there are none in this case. See Motion at 9. Goldman Sachs notes that, in Atlantic Marine Construction Co. v. U.S. District Court for the Western District of Texas, — U.S. -, 134 S.Ct. 568, 187 L.Ed.2d 487 (2013) (“Atlantic. Marine ”), the Supreme Court of the United States held that, while § 1404(a) is the proper transferring mechanism for enforcing a forum-selection clause,-“[t]he presence of a valid forum-selection clause requires district courts to adjust their usual § 1404 analysis in three ’ways.” Motion at 8 (quoting Atlantic Marine, 134 S.Ct. at 581) (internal quotation marks omitted). First, “the plaintiffs choice of forum merits no weight. Rather, as the party defying the forum-selection clause, the plaintiff bears the burden of establishing that transfer to the forum for which the parties bargained is unwarranted.” [Atl. Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Texas, — U.S. -, 134 S.Ct. 568, 581, 187 L.Ed.2d 487 (2013) ] Second, “a court evaluating a defendant’s § 1404(a) motion to transfer based on a forum-selection clause should not consider arguments about the parties’ private interests” — which' presumptively “weigh entirely in favor of the pre-selected forum” — and “may consider arguments about public-interest factors only.” Id. at 582. Third, “when a party bound by a forum-selection clause flouts its contractual' obligation and files suit in a different forum, a § 1404(a) transfer of venue will not carry with it the original venue’s choice of law rules” because, inter alia, this “would ... encourage gamesmanship” •and “create or multiply opportunities for forum shopping.” Id. at 582-83. Motion Memo, at 8-9 (quoting Atlantic Marine, 134 S.Ct. at 581-83). Goldman Sachs asserts that -' there is nothing “exceptional” about this case. Motion at 9. First, Goldman Sachs asserts, “there is no dispute that the forum-selection clause in the Broker-Dealer Agreement is valid” because: (i) “it was negotiated at arm’s length between the parties, and PHS was represented by experienced legal counsel,” Motion at 9-10; and (ii) “forum-selection clauses are ‘prima facie valid,’” Motion at 10 (quoting Milk ‘N’ More v. Beavert, 963 F.2d 1342, 1346 (10th Cir.1992)). Second, Goldman Sachs argues' that the exclusive forum-selection clause is mandatory by its use of the word “shall.” Motion at 10 (citing Goldman, Sachs & Co. v. Golden Empire Sch. Fin. Auth., 922 F.Supp.2d 435, 443 (S.D.N.Y.2013) (Sullivan, J.), aff'd, 764 F.3d 210, 215 (2d Cir. 2014) (Walker, J., joined by Katzmann & Droney, JJ.)). Third, Goldman Sachs argues that the phrase “all actions and proceedings” in the Broker-Dealer Agreement “encompasses this action (and, for that matter, the FINRA Arbitration proceeding),” because Presbyterian Healthcare’s FINRA claims “are inextricably related to-and ‘arise out of-Goldman' Sachs’ alleged conduct as broker-dealer for PHS’s ARS.” Motion at 10-11. Goldman Sachs asserts that “[a]ll courts to consider materially identical forum-selection clauses in the Second Circuit have readily concluded that claims about underwriters’ and broker-dealers’ conduct involving ARS (such as PHS’s claims- here) fall within- such clauses.” Motion at 11 (citing Goldman, Sachs & Co. v. Golden Empire Schools Fin. Auth., 764 F.3d 210 (2d Cir.2014) (“Golden Empire ”); and Goldman, Sachs & Co. v. N.C. Mun. Power Agency No. 1, No. CIV 13-1319 PAC, 2013 WL 6409348, at *13 (S.D.N.Y. Dec. 9, 2013) (Crotty, J.) (“North Carolina Municipal Power Agency”)). Goldman Sachs asserts that the Broker-Dealer Agreement also covers the allegations regarding the interest-rate swaps, as “they too involve solely Goldman Sachs’ conduct as broker-dealer for the ARS auctions.” Motion at 9. Additionally, Goldman Sachs asserts that a “merger clause”, in the Broker-Dealer Agreement “further confirms that PHS’s claims arise out of that Agreement, providing that it, ‘and the other agreement and instruments executed and delivered in connection with the issuance,’ constitute the ‘entire agreement between the parties’ relating to PHS’ ARS issuance.” Motion at 11 (emphases in Motion but not in quoted source)(quoting Broker-Dealer Agreement at 13). Goldman Sachs also argues that Presbyterian Healthcare cannot point to any public-interest factors favoring a denial of the Motion-. See Motion at 13. First, it asserts that these cases -do not overburden the Southern District of New York, as “in the past two years alone the Southern District of New York heard and decided the issue posed by Presbyterian Healthcare’s Complaint in four nearly identical cases, and each of them was decided within ten months or less from the date of filing.” Motion at 13. Second, Goldman Sachs says that, because Presbyterian Healthcare’s claims primarily concern financial transactions in New York, the case lacks a local interest for keeping the dispute in New Mexico. See Motion at 13. Third, it contends that both the Court and the Southern District of New York “are equally ‘at home with the law’ governing this action [as] PHS’s "[c]omplaint ... is brought pursuant to' federal. statute (28 U.S.Ci §§ 2201 and 2202) and a Federal Rule of Civil Procedure (Rule 57).” Motion at 13. Rather, Goldman Sachs argues that public interest factors favor honoring the forum-selection clause. See Motion at. 13-14. First, it argues doing so protects the parties’ bargained-for expectations. Motion at 13-14. Second, .it contends that applying the clause would prevent “the very sort of gamesmanship and forum shopping that Atlantic Marine is meant to avoid.” Motion at 14, Goldman Sachs .argues: PHS’s admission that ‘municipal issuers similarly situated’ to it were enjoined from proceeding before- FINRA in the SDNY where its claims must be litigated ■under the parties’ exclusive forum selection clause confirms that, through this action, PHS is engagéd in a transparent effort to forum shop so that it could avoid immediate denial of.its right to proceed before FINRA, and immediate dismissal of its claims under the governing statutes of limitation. Motion at .14 (internal citations omitted). Presbyterian Healthcare , responded to the Motion nearly two months later. See Plaintiffs’ Opposition to Defendant’s Motion to Transfer .Pursuant to 28 U.S.C. § 1404(a) at 15, filed November 24, 2014 (Doc; 35)(“Response”). In its Response, Presbyterian Healthcare argues that - it filed its Complaint in the appropriate venue because: (i) Goldman Sachs has a duty to arbitrate with Presbyterian Healthcare under FINRA, see Response at 7; and (ii) the FINRA arbitration is pending in New Mexico, and district courts can compel arbitration only within their own districts, see Response at 14. Presbyterian Healthcare argues that Goldman Sachs must arbitrate with Presbyterian Healthcare pursuant to a written agreement it entered into when it became a FINRA member. See Response at 8. The “written agreement” is the FINRA rules and regulations, which includes the FINRA Code of Arbitration, requiring, among other things, that FINRA members arbitrate disputes relating to its business activities upon a customer’s request. See Response at 8. Presbyterian Healthcare asserts that it is Goldman Sachs’ “customer” for several reasons. Response at 9-10. First, the FINRA Code of Arbitration “defines ‘customer’ broadly to exclude only one group, ‘broker or dealer.’ In the light of such a broad definition courts have consistently rejected constructions that would narrow or limit the .rule’s scope.” Response at 9 (citing Wash. Square Sec., Inc. v. Aune, 385. F.3d 432, 436 (4th Cir.2004); John Hancock Life Ins. Co. v. Wilson, 254 F.3d 48, 59 (2d Cir.2001) (Meskill, J., joined by Parker, J.)). Second, Presbyterian Healthcare argues that -its relationship with Goldman Sachs is consistent with the “plain meaning” of the term “customer.” Response at 10 (citing Webster’s Third New International Dictionary 559 (3d ed.2002)(defining “customer” as “one that purchases some commodity or service”)). This definition is an appropriate description, Presbyterian Healthcare asserts, because “Goldman represented to [Presbyterian Healthcare] that it was going to provide [Presbyterian Healthcare with] a variety of services and that [Presbyterian Healthcare] did, indeed, purchase those services from Goldman,” and “those purchased services related directly to the issuance of securities.” Response at 10. Presbyterian Healthcare argues: In the totality of the relationship, Goldman advised [Presbyterian Healthcare] on an ongoing basis as to their debt needs and structure, and for that advice, Goldman was awarded several underwriting assignments where it received large fees. Additionally, Goldman facilitated the creation of interest-rate swaps by selling the swaps, as well as providing on-going advice, monitoring, and advisory services regarding the bonds and the swaps long after the original issuance. In short, Goldman received compensation for providing numerous services to [Presbyterian Healthcare]. As a result, [Presbyterian Healthcare] are “customers” of Goldman- within the plainest meaning of the word. Response at 10-11. Third, Presbyterian Healthcare argues that “[fjederal courts around the country have universally held that an issuer of securities is the customer of its underwriter” for the purposes of arbitration under FINRA — or its predecessor NASD. Response at 11-12. Presbyterian Healthcare further argues that “even if it were a close' call as to whether [Presbyterian Healthcare] were customers, which it is not, the law favoring arbitration would require an interpretation of the FINRA Arbitration Code that includes [Presbyterian Healthcare],” because of a policy presumption in favor of arbitration when the issue is ambiguous. Response at 13 (citing Volt Info. Sci., Inc. v. Bd. of Trustees of Leland Stanford Jr. Univ., 489 U.S. 468, 475-76, 109 S.Ct. 1248, 103 L.Ed.2d 488 (1989) (“[D]ue regard must be given to the. federal policy favoring arbitration, and ambiguities as to the scope of the arbitration clause itself resolved in favor of arbitration.”); Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 626, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985) (“[A]ny doubts concerning the scope of arbitrable issues [should] be resolved in favor of arbitration.”); United Steelworkers v. Warrior & Gulf Nav. Co., 363 U.S. 574, 584-85, 80 S.Ct. 1347, 4 L.Ed.2d 1409 (1960) (finding that without an “express provision excluding a particular grievance from arbitration, ... only the most forceful evidence of a purpose to exclude the claim from arbitration can prevail, particularly where ... the arbitration clause [is] quite broad”)). Presbyterian Healthcare argues that it is “entitled, and in fact required, to bring action in this venue to enforce their arbitration rights,” because the FINRA action was in New Mexico, and federal courts “have consistently held that only, the district court in the location of the arbitration can compel arbitration.” Response at 14. Presbyterian Healthcare contends that the Broker-Dealer- Agreement’s forum-selection clause does not require that Southern District , of New York try this dispute, because (a) the clause does not cover the underlying dispute, which is broad and includes claims that cannot possibly be construed to arise from the B-D Agreement; and further (b) as a matter of law, a forum selection clause in a separate, narrower agreement cannot supplant a broader, preexisting obligation to arbitrate. Response at 14-15. Presbyterian Healthcare argues that, “[i]n seeking to enjoin the FINRA Arbitration, Goldman attempts to envelope a complex advisory relationship that has spanned many years and multiple transactions under a single agreement that governs what is essentially one administrative task.” Response at 15. Presbyterian Healthcare contends that its dispute relates to Goldman Sachs’ broader role as Presbyterian Healthcare’s investment ad-visor, and is not limited to Goldman Sachs’ issuing of the ARS bonds and facilitating the interest rate swaps. See Response at 15. Presbyterian Healthcare describes this relationship .as beginning in 2004, when Goldman Sachs “advised PHS on its capital formation strategy ... [which] culminated in the issuance of the 2004 ARS Bonds[,] included the structuring and issuance of the debt, and included advisory services and recommendations regarding how much debt to issue.” Response at 15-16. Presbyterian Healthcare asserts that Goldman Sachs not only facilitated the issuing of the ARS bonds and the interest rate swaps, but also advised Presbyterian Healthcare' about undertaking those transactions. See Response at 16-17. Presbyterian Healthcare asserts that its arbitration claims relate to transactions not contemplated by the Broker-Dealer Agreement. See Response at 21. Presbyterian Healthcare notes that the bulk of its arbitration claims concern the interest rate swaps in 2006, which, Presbyterian Healthcare asserts, “could not have been ‘contemplated’ by the 2004 [Broker-Dealer] Agreement as they were not recommended until years later.” Response at 21. Presbyterian Healthcare contends its grievances arise from Goldman Sachs’ role as an advisor. See Response at 15. For instance, in 2006, when Presbyterian Healthcare wished to take advantage of favorable interest rates by locking in low rates on its variable rate debt, Goldman explored different opportunities to lock in those low rates, and ultimately recommended that PHS synthetically fix the ARS Bonds with an interest rate swap. This recommendation was predicated on the basis that the proposed interest rate swaps provided “the greatest flexibility for future capital plans.” This representation was categorically false, especially in light of the risks of potential failures in the auction rate market and forms the largest component of [Presbyterian Healthcare’s] FINRA Arbitration. Response at 16 (emphasis in Propos-alXquoting Proposal) (citations omitted). Additionally, Presbyterian Healthcare contends that, in the years leading up to the ARS market collapse, Goldman Sachs “failed to disclose to [Presbyterian Healthcare] the dire situation in the ARS market or that it was considering exiting the ARS market altogether.” Response at 17. ■ Presbyterian Healthcare asserts that the Broker-Dealer Agreement is, “merely an ancillary agreement to Goldman underwriting and advising on the 2004 ARS Bonds and has nothing to do with this case.” Response at 20. Presbyterian Healthcare notes that it also entered a broker-dealer agreement with Citigroup Global Markets, Inc., and argues: Were [Presbyterian Healthcare] asserting claims “arising out of’ the [Broker-Dealer] Agreement, [it] would have also named Citi, the other broker-dealer for the ARS Bonds. Instead, [Presbyterian Healthcare] [has] not alleged wrongdoing on the part of Citi, because Citi did not have a longstanding and trusted adr visory relationship with PHS, as Goldman did. Moreover, unlike Goldman, Citi did not continue to advise [Presbyterian Healthcare] on the state of the ARS market or. subsequent additional financial transactions related to the, 2004 ARS Bonds. Response at 20. Presbyterian Healthcare also describes the Broker-Dealer Agreement" with Goldman Sachs as a primarily administrative agreement[ ] ... [that] merely defines the roles and duties of the broker-dealers and the auction agent in the forthcoming auctions [and] outlines the auction procedures, along with laying out additional notice provisions. It is not, as [Goldman Sachs] appears to assert, the controlling document for everything related to an ARS bond issuance.- Response at 17. Presbyterian Healthcare notes that it and Goldman Sachs entered into many other agreements relating to the 2004 ARS bonds, and only the Broker-Dealer Agreement stipulates that New York law shall apply. See Response at 18. The rest, with one exception, “are governed by New Mexico law and either call for New Mexico as the required'forum or are silent.” Response at 18. As such, Presbyterian Healthcare contends that reading the Broker-Dealer Agreement broadly, as Goldman Sachs suggests, creates “an irreconcilable conflict of law .. .■ between the governing documents.” Response at 18-19. For example, Presbyterian Healthcare notes that “the Auction Agreement tracks most of the language of the [Broker-Dealer] Agreement, but requires that ‘proceedings arising out of this Auction Agreement’ be ‘brought in the United States District Court in Minneapolis, Minnesota....’” Response at 19. Additionally, Presbyterian Healthcare notes that the NMHELC was not a party to the Broker-Dealer Agreement and, thus, the Court cannot compel the NMHELC to litigate in New York. See Response at 21-22. The only agreement between Goldman Sachs and the NMHELC is the Underwriter Agreement, which, Presbyterian Healthcare asserts, “does not include a forum selection clause, but specifically states that it is governed by New Mexico law.” Response at 21. As such, “[t]here is no way to interpret the two agreements together such that the forum selection clause in the Broker-Dealer Agreement can be read to apply to any and all disputes arising under any and all other agreements Goldman has with other parties.” Response at 21-22. Finally, Presbyterian Healthcare argues that “a forum selection clause in a separate, narrow agreement does not. supplant a broad, preexisting obligation among parties to arbitrate.” . Response at 21-22. Presbyterian Healthcare cites a case from the United States Court of Appeals for the Fifth Circuit which found that, “ ‘in, the absence of a contrary expression of intent,’ [a] stock purchase agreement was at least ‘susceptible to an interstation’ favoring arbitration.” Response at 22 (quoting Personal Sec. & Safety Sys. Inc. v. Motorola Inc., 297 F.3d 388, 394-95 (5th, Cir.2002) (Jolly, J., joined by Barksdale & Jones, JJ.)). Presbyterian Healthcare also notes that the Fourth Circuit, faced with similar facts and contract language as in this case, rejected “the underwriters’ argument that the broker dealer agreements superseded, displaced, or waived the requirement for FINRA arbitration,” finding instead that the broker-dealer agreement “[did] not supersede an existing obligation to arbitrate.” Response at. 23 (citing Carillon, 706 F.3d at 330). Presbyterian Healthcare notes “[t]haf decision was subsequently followed in a similar case” in UBS Securities LLC, v. Allina Health System, No. CIV 12-2090 MJD/JJG, 2013 WL 500373 (D.Minn. Feb. 11, 2013), but concedes that “there is currently a split among the Circuits as to whether the forum selection clause in such broker-dealer agreements can supersede or waive the right to FIN-RA arbitration.” Response at 23. Goldman Sachs replied' a month later. See Reply Memorandum of Law in Further Support of Goldman, Sachs & Co.’s Motion to Transfer Pursuant to 28 U.S.C. § 1404(a), filed December 22, 2014 (Doc. 36)(“Reply”). Goldman Sachs argues that whether FINRA Rule 12200 is a written agreement to arbitrate with customers is irrelevant, because , the question here is whether the [forum-selection clause], along with the broad [merger clause] providing that the Broker-Dealer Agreement “and the other agreements and instruments , executed and delivered in connection the issuance” constitute the “entire agreement between the parties” relating to PHS’ .ARS- issuance, require this court action — not PHS’ FINRA claims — to be litigated in the SDNY. The plain language of the Broker-Dealer Agreement clearly requires court actions such as this be heard in the SDNY and, fatally for its Opposition, PHS never contends otherwise. Reply at 3 (emphases in original). Goldman Sachs notes that “numerous courts— most importantly the Second Circuit— have considered identical forum selection clauses and identical FINRA arbitration claims arid held that the forum selection clauses supersede FINRA Rule 12200 and require all claims to be litigated in federal court.” Reply at 3. As such, “PHS’ desire to avoid a transfer to' SDNY ... does not constitute an ‘extraordinary circumstance’ under Atlantic Marine. To the contrary, Atlantic Marine is intended to prevent the precise type of gamesmanship in which PHS is engaged.” Reply at 4 (emphasis in original). Goldman Sachs disputes Presbyterian Healthcare’s reading of Carilion, arguing that the Fourth Circuit “assumed that the ARS issuer’s claims were within the scope of the forum selection clause ..., but determined that the term ‘all actions and-proceedings’ did not encompass arbitration.” Reply at 4 ■ (emphasis in original)(citing Carilion, 706 F.3d at 329-30). Additionally, Goldman Sachs argues that, rather - than finding that “all .actions and proceedings” did not cover court actions such as the one before the Court, Carilion “interprets] -an identical forum selection clause to ‘require that any litigation- aris--ing out of the agreement would have to be brought in the United States District Court in New York City.’ ” Reply at 4-5 (emphasis in Carilion)(quoting Carilion, 706 F.3d at 330); Furthermore; Goldman Sachs asserts that “[m]ost subsequent courts ... addressing] the issue have declined to follow Carilion Clinic ” on whether “all actions and proceedings” include arbitration. Reply at 4. Goldman Sachs also argues that Presbyterian Healthcare did not need to file its Complaint in the United States District Court for the District of New Mexico to compel Goldman Sachs to arbitrate, because Goldman Sachs “has never' refused” to do so. Reply at 5-6. Rather, Goldman Sachs .notes both it and Presbyterian Healthcare “agreed to stay the FINRA Arbitration ‘pending the outcome of Gold-, man Sachs’ challenge to FINRA’s jurisdiction.’” Reply at 5 (quoting Letter from Goldman Sachs to FINRA at 1). Goldman Sachs argued- that, even if Presbyterian Healthcare needed to compel Goldman Sachs to arbitrate, Presbyterian Healthcare is not required to do so in the District of New Mexico, because “courts in the Second Circuit consider at the outset whether arbitration is required even if the arbitration would occur in another jurisdiction, and require an order to compel from another court.” Reply at 6. Goldman Sachs argues that the Broker-Dealer Agreement applies to Presbyterian Healthcare’s FINRA arbitration- claims, because “all of PHS’ allegations of wrongdoing ... depend on Goldman Sachs’ role in the issuance and broker-dealering of PHS’ ARS.” Reply at 7 (emphases omitted). Goldman Sachs asserts that courts have “repeatedly rejected” similar attempts by municipal debt issuers to “re-frame identical allegations to prevent them from being governed by identical forum selection clauses.” Reply at 7-8 (citing Golden Empire, 764 F.3d at 216; Goldman, Sachs & Co. v. City of Reno, 747 F.3d 733, 747 (9th Cir.2014) (Bybee, J., joined by Schroeder, J.)(“Reno.”)). Goldman Sachs asserts: Here, PHS’ claims rely on substantially identical language as in Reno and Golden Empire: “[h]ad Claimants known that the success of their debt issuances was dependent on Goldman’s support bids ... Claimants would not have issued the 2004 ARS Bonds and/or would have refinanced their 2004 ARS Bonds on favorable terms or taken other mitigating action rather than enter the 2006 Swaps.” The Reno court also observed that “the core of Reno’s claims is that, when negotiating with Reno to become both underwriter and broker-dealer ... [Goldman Sachs] did not disclose its general practice of placing support bids to prevent ARS auctions from failing.” Reno, 747 F.3d at 747. In the same vein, PHS contends that “Wall Street firms, led by [Goldman Sachs], artificially supported the market to make it appear functioning when it was not ... by plac[ing] support bids.” As both the Second and Ninth Circuits understood, claims of the type PHS is bringing-no matter how craftily restyled-are claims concerning Goldman Sachs’ activity as broker-dealer and are, therefore, clearly covered by the Forum Selection Clause. Reply at 8. Goldman Sachs also argues that Presbyterian Healthcare’s “effort to portray its claims as being principally related to certain interest rate .swap agreements ... (not the 2004 ARS issuance and subsequent auctions) is unavailing,” because “all of [Presbyterian Healthcare’s] purported theories of liability, including as they relate to the swaps, [rests] on Goldman Sachs’ failure to disclose its support bidding practice as broker-dealer and the injuries PHS allegedly suffered as a result.” Reply at 8-9 (emphasis in original). Additionally, Goldman Sachs contends that any claims relating to the interest-rate swaps are “actionable in FINRA solely to the extent that Goldman Sachs allegedly injured PHS in relation to PHS’ ARS issuance,” as “PHS is not alleging any' injury [arising] ■ directly out of the swap agreements.” Reply at 9 (emphasis in original). Goldman Sachs contends that the alleged misconduct is that Goldman Sachs purportedly misled PHS about the true market risk at the time that PHS entered the swap agreements. PHS’ own pleadings confirm this fact given that it claims that it was “Goldman Sachs’ conduct in the ARS market and its lack of disclosure about the true state of the ARS market [which] served to hide the true and increasing risk of the 2004 ARS Bonds, and subsequently the Swaps, from [Presbyterian Healthcare].” Reply at 9 (quoting Complaint ¶ 16, at 6)(second alteration in original). Goldman Sachs argues that it is irrelevant whether it provided a long-term advisory role for Presbyterian Healthcare, because Presbyterian Healthcare “is not suing about any transaction other than the 2004 ARS issuance and Goldman Sachs’ conduct in subsequent years under the Broker-Dealer Agreement.” Reply at 10. Goldman Sachs contends that 'Presbyterian Healthcare cannot plausibly argue that Goldman Sachs “entered into an advisory relationship with PHS separate from its role as underwriter and broker-dealer for the PHS’ ARS,” because Presbyterian Healthcare’s evidence is weak, comprising “only ... a cover letter to a request for proposal for underwriting services sent to PHS ... before its ARS even were issued.” Reply at 10. The very documents PHS excerpted purporting to show this supposed “advisory relationship” include an express disclaimer that Goldman Sachs “is acting in the capacity of an arm’s-length contractual counterparty to the user in connection with any transaction [Goldman Sachs] may enter into with the user and not as a financial advisor or a fiduciary.” Reply at 10 (emphases in original)(quoting January 2006 Discussion Materials Disclaimer at 3, dated January 23, 2006, filed December 22,2015 (Doc. 36-4)). Goldman Sachs also' argues that, just because Presbyterian Healthcare chose not to seek arbitration with Citigroup Global Markets — with whom Presbyterian Healthcare also entered into a broker-dealer agreement — does not indicate that Goldman Sachs provided advisory services beyond the Broker-Dealer Agreement; and, as such, a decision regarding Citigroup Global Markets “has no bearing on the question of whether PHS’ claims arise from the Broker-Dealer Agreement it entered into with Goldman Sachs.” Reply at 10. Equally irrelevant, in Goldman Sachs’ view, is the fact that it and Presbyterian Healthcare entered into many other agreements beyond the Broker-Dealer Agreement, because “Goldman Sachs’ obligations as they relate to auctions for PHS’ ARS— precisely what PHS challenges in the FINRA Arbitration and here — is the subject of the Broker-Dealer Agreement and the ‘transactions contemplated [th]ereby.’ ” Reply at 10-11 (quoting Broker-Dealer Agreement at 14)(second alteration in original). To support this argument, Goldman Sachs notes that (i) the Broker-Dealer Agreement “encompasses ‘all actions and' proceedings arising out of this [Broker-Dealer Agreement] or any of the transactions contemplated [ijhereby,’ ” Reply at 11 (emphasis in Reply but not in Broker-Dealer Agreement)(quoting Broker-Dealer. Agreement at 14); and (ii) the Broker-Dealer Agreement’s merger clause plainly states that it “includes not only the Broker-Dealer Agreement but also the Underwriter Agreement and all other agreements executed and. delivered in connection with ARS issuance,” Reply at 11-12 (citing Reno, 747 F.3d at 747; Citigroup Global Mkts. Inc. v. All Children’s Hosp., 5 F.Supp.3d 537, 539-40 (S.D.N.Y. 2014) (Rakoff, J.); Goldman, Sachs & Co. v. Golden Empire, 922 F.Supp.2d at 443; North Carolina Municipal Power Agency, 2013 WL 6409348, at *5). Goldman Sachs also disputes Presbyterian Healthcare’s argument that the Broker-Dealer Agreement’s forum-selection clause does not bind NMHELC because the NMHELC did not sign the agreement. See Reply at .11. Goldman Sachs contends: [I]t is black letter law that a non-signatory to a contract is bound by a forum selection clause in that contract where the party is ‘closely related to the dispute’ such that it is ‘foreseeable that it will be bound’.... Here, as the issuer of the Bonds referenced clearly on the first page of the Broker-Dealer Agreement, NMHELC could readily foresee that it was bound by the Broker-Dealer Agree: ment that expressly references and clearly contemplates the issuance. Reply" at 11” (internal citations omit-ted)(quoting Mozingo v. Trend Pers. Servs., No. CIV 10-4149 JTM, 2011 WL 3794263, at *6 (D.Kan. Aug. 25, 2011)). Goldman Sachs .also asserts that “[t]he compromised credibility of PHS’ argument is starkly illustrated” by Presbyterian Healthcare’s reference to an auction agreement stipulating Minnesota as its exclusive forum selection, because neither Goldman Sachs nor Presbyterian Healthcare is a signatory to the agreement. Reply at 12. Finally, Goldman Sachs argues that “[i]t is of no moment that some of [the] documents may have separate choice of law clauses because it is not ‘conflicting’ to have different governing laws for different aspects of a transactions.” Reply at 12. 'The Court held a hearing on March 5, 2015. At the hearing, Goldman Sachs asserted that Presbyterian Healthcare’s arbitration complaint “is one of dozens and dozens of arbitrations ... filed across the country ... by issuers of auction rate securities against banks like Goldman Sachs, who acted as underwriters and the broker-dealers.” Tr. at 5:15-22 (Schwartz). Goldman Sachs contended: “[N]one of the[ ] issuers thought iri February of 2008, when they supposedly suffered their damages or anytime shortly after that, to bring claims against the banks. And what happened was, several years later, plaintiffs’ counsel went around the country marketing these claims.” Tr. at 8:16-24 (Schwartz). Goldman Sachs asserted that Presbyterian Healthcare filed its claim for FINRA arbitration, because FINRA offered more limitation-period flexibility, while a four-year statute of limitations would have barred its claims in' federal court. See Tr. at 9:1-16 (Schwartz). Goldman Sachs asserted that Presbyterian Healthcare filed its Complaint before Goldman Sachs knew Presbyterian Healthcare had filed a request with FINRA for arbitration. See Tr. at 12:5-10 (Schwartz). Goldman Sachs speculated that, given the unhelpful precedent in the Second Circuit, Presbyterian Healthcare is “hoping that they could get a different result either from this Court or from the Tenth Circuit than from the Southern District of New York.” Tr. at 12:13-20 (Schwartz). Presbyterian Healthcare argued that Goldman Sachs is engaging in gamesmanship, asserting that, when bank clients were filing similar FINRA complaints in previous years, these banks “were losing on a fairly consistent basis [until] someone went and looked at the agreements and ... said, wait, ... [w]e’ve got a new argument,” which is that the forum-selection clauses in broker-dealer agreements apply to the entire business relationship. Tr. at 33:8-20 (Edwards). Presbyterian Healthcare argued that there is no “reading of this particular forum-selection clause [to indicate that it] reaches to something that happened two years later that was not contemplated at the time. In fact, [fixing the interest rates] was the direct opposite of what they were thinking at the time.” Tr. at 46:9-14. Presbyterian Healthcare argued further that the Broker-Dealer Agreement’s “forum-selection clause and the merger clause are completely separate, [and] hav[e] nothing to really do with one another.” Tr. at 29:22-24 (Edwards). Presbyterian Healthcare argued that the two clauses have different scopes: the merger clause extends to “the subject matter hereof,” Tr. at 31:13-23 (Edwards)(quoting Broker-Dealer Agreement at 13), whereas the-forum-selection clause covers “all actions and proceedings arising out of this Broker-Dealer Agreement or any of the transactions contemplated hereby,” Tr. at 29:25-30-11 (EdwardsXquoting Broker-Dealer Agreement at 14). Presbyterian Healthcare argued that a “traditional merger1 clause” typically functions to establish that the document represents “the final agreement, and anything else ... agreed to prior to this is merged into this [agreement],” Tr. at 34:11-15 (Edwards), and the purpose of a merger clause is “for a parol evidence issue,” -Tr. at 63:3-4 (Edwards). ' Presbyterian Healthcare asserted that' “[t]his merger clause does not, in any way, shape, or form say the forum-selection clause . .. also applies to the whole rest of our relationship.” Tr.-at 34:25-35:3 (Edwards). Presbyterian Healthcare also argues-that similar merger clauses- have “been ... misapplied]” by courts who “heard ‘a merger clause’ and said, oh, well, all these agreements ... [are]: merged into this one.” Tr. at 47:7-12 (Edwards). Goldman Sachs countered, however, that the merger clause’s lang