DECISION AND ORDER I. Introduction This is a removed contract action challenging a Letter of Acceptance, Waiver and Consent (or “AWC”) Plaintiff executed with Defendant Financial Industry Regulatory Authority (or “FINRA”). Plaintiff also challenges the continuing effects of that AWC after Plaintiff ceased to be under FINRA’s jurisdiction. This AWC is listed on Defendant’s public disclosure database; Plaintiff seeks this record expunged. The issue here arises from the convergence of securities and contract law. Plaintiff argues that his signing of the AWC was unconscionable and hence not enforceable under New York contract law. Before this Court is Defendant’s Motion to Dismiss1 (Docket No. 4) pursuant to Federal Rules of Civil Procedure 12(b)(1), (b)(6), and (h)(3). For the reasons stated herein, Defendant’s Motion to Dismiss (Docket No. 4) is GRANTED. II. Background A. Facts 1. Plaintiff and AWC According to Plaintiff’s state court Petition, Plaintiff was a registered agent with FINRA and was employed by LPL Financial, LLC (“LPL”) (Docket No. 1, Notice of Removal, Ex. B, Pet., Cashmore v. Financial Industry Regulatory Auth., Index No. 815371/2018, N.Y. Sup. Ct. Erie County, at 2 (hereinafter “Pet.”)). On or about September 2010, customers of LPL and Plaintiff filed a complaint with FINRA alleging Plaintiff and LPL provided misleading sales literature and violated FINRA regulations (id. at 3). On September 16, 2012, about one week before an arbitration hearing with his customers, FINRA presented the AWC to Plaintiff (id., Ex. 1). As advised by counsel for Plaintiff and LPL, Plaintiff signed the AWC on October 2, 2012 (id. at 4). In signing the AWC, Plaintiff adopted its findings that he prepared and distributed misleading sales literature to his clients and prospective customers and failed to retain copies of this sales literature, both in violation of NASD/FINRA conduct rules (Docket No. 4, Def. Memo. at 6-7). In so agreeing Plaintiff also waived the right to litigate the charges or appeal them to the Securities and Exchange Commission (or the “SEC”) (Docket No. 1, Pet. at 26; Docket No. 4, Def. Memo. at 4). On or about October 10, 2012, the consumer arbitration settled (Docket No. 1, Pet. at 4). Plaintiff then paid a sanction of $5,000 pursuant to the AWC (id.). FINRA suspended Plaintiff’s registration from FINRA for one month. Plaintiff learned that LPL did not intend to retain him after his suspension ended and Plaintiff resigned from LPL on October 22, 2012. (Id.) Plaintiff also declined reinstatement of his registration with FINRA but remained registered with the SEC (id. at 5; Docket No. 13, Pl. Memo. at 18 n.2). 2. FINRA FINRA is a not-for-profit Delaware corporation and self-regulatory organization (or “SRO”) registered with the SEC as a national securities association, 15 U.S.C. §§78a, et seq. (Docket No. 1, Notice of Removal 4). It is the successor to the National Association of Securities Dealers, Inc. (“NASD”) (Docket No. 4, Def. Memo. at 1 n.1; see Docket No. 1, Pet. at 2). Under the Securities Exchange Act of 1934, FINRA has the power to discipline its members, 15 U.S.C. §78o-3(b), (h) (Docket No. 1, Notice of Removal 4). The Securities Exchange Act provides that the exclusive judicial remedy for FINRA discipline is to appeal first to the SEC and then to the United States Court of Appeals (Docket No. 1, Notice of Remand 4). As summarized by the district court in Buscotto v. Financial Industry Regulatory Authority, Under the [Securities] Exchange Act, one of FINRA’s duties is to establish and maintain a system for collecting and retaining “registration information” about member firms and their current and former registered representatives, see 15 U.S.C. §78o-2(i)(1)(A), defined as information about “disciplinary actions, regulatory, judicial, and arbitration proceedings.” 15 U.S.C. §78o-3(i)(5). FINRA is required to make that information available to the public through an electronic process. See 15 U.S.C. §78o- 3(i)(1)(B). To carry out its statutory duties, FINRA established the CRD database and BrokerCheck, an internet resource that the public can use to obtain registration information about current and former representatives. Buscetto v. Financial Indus. Regulatory Auth., No. CIV.A. 11-6308 JAP, 2012 WL 1623874, at *3 (D.N.J. May 9, 2012) (see Docket No. 4, Def. Memo. at 3). The CRD (short for “Central Registration Depository,” 15 U.S.C. §78o-3(i)(1)(A)) contains registration information and regulatory and enforcement actions taken against securities industry personnel (id.). Portions of a representative’s CRD record is available to the public through the online FINRA BrokerCheck program and a toll-free number (id.), 15 U.S.C. §78o-3(i)(1)(B). The purpose of BrokerCheck is to inform the marketplace of the records of present and former representatives and associates, id., §78o-3(1)(1)(B), (5) (id. at 4-5). FINRA’s BrokerCheck database contains the consumer complaint against Plaintiff and the AWC (Docket No. 1, Pet. at 4). Plaintiff contends that the majority of the disclosures published in BrokerCheck are permanent unless eligible for expungement under FINRA regulations, FINRA Code of Procedures, Rule 9216 (2018), but AWCs are not eligible for expungement (id.). In lieu of litigating disciplinary complaints, associated persons may execute a letter waiving rights to a hearing and accepting findings of violation (the AWC), FINRA Rule 9216(a) (id. at 6). B. Procedural History 1. State Court Petition Six years after entering the AWC, Plaintiff on October 1, 2018, filed his Petition in New York State Supreme Court seeking a declaratory judgment that his entry into the AWC was unconscionable (Docket No. 1, Pet. at 5-15; Docket No. 12, Pl. Atty. Decl. 4, Ex. 2). The First Cause of Action of the Petition alleges that entry into the AWC was unconscionable as a matter of contract law (Docket No. 1, Pet. at 5-12), arguing that, as a nonlawyer, Plaintiff had no knowledge of FINRA disciplinary procedures when he signed (id. at 6-9). He also claims that the AWC was substantially unconscionable by requiring Plaintiff to waive any right to claim any bias or prejudgment of Defendant’s general counsel or waive claim that he had any offer, threat, inducement, or promise leading to entering into the AWC (id. at 9-10). In the Second Cause of Action Plaintiff seeks a permanent injunction against the continued publication of the AWC on BrokerCheck (id. at 12-15). 2. Removal On October 29, 2018, FINRA filed the Notice of Removal pursuant to 28 U.S.C. §1441 because this case alleges this Court’s federal question jurisdiction, 28 U.S.C. §1331; see 15 U.S.C. §78aa (exclusive federal court jurisdiction for violations of the Securities Exchange Act) (Docket No. 1, Notice of Removal
