OPINION AND ORDER Petitioner Citigroup Inc. (“Citigroup”) has asked the Court to compel arbitration against Respondent Luis Sebastian Sayeg Seade (“Sayeg”) and to enjoin Sayeg from pursuing, or continuing to pursue, any action in Mexico in violation of his contractual obligation to arbitrate certain disputes. Sayeg’s employment with Citigroup’s wholly-owned indirect subsidiary concluded around early 2020 upon his execution of a Termination and Release, which expressly incorporated binding agreements to arbitrate any disputes over various incentive plans. He nonetheless since commenced litigation in Mexico bringing claims that appear to relate to those very plans. The Court granted a temporary restraining order, followed by a preliminary injunction, requiring that Sayeg immediately cease the prosecution of any such proceedings outside of arbitration. Sayeg failed to oppose Citigroup’s prior applications for injunctive relief, nor has he opposed the petition to compel arbitration. For reasons that follow, the Court grants Citigroup’s unopposed petition to compel arbitration and stays this case pending that arbitration. The Court also continues the preliminary injunction currently in place pending arbitration, except that, given today’s compulsion order, Sayeg also must withdraw any pending claims in Mexico that fall within the scope of the arbitration agreements. I. Background A. Factual Overview The following facts are taken from the allegations in the Petition and Complaint, the documents it incorporates by reference, and declarations including attached exhibits submitted by Citigroup.1 Sayeg was employed by Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex (“Banamex”), which is a wholly-owned indirect subsidiary of Citigroup organized under the laws of Mexico and with its principal place of business in Mexico. Dtk. 1 (“Petition”) 14; Dkt. 8 (“Sirago Declaration”) 3. During Sayeg’s employment with Banamex, Citigroup had in place various incentive plans, which granted incentive compensation to its employees. Those plans include the Discretionary Incentive and Retention Award Plan (“DIRAP”), the Stock Incentive Plan (“SIP”), and the Deferred Cash Award Plan and a Capital Accumulation Program (“DCAP”), which is maintained by the SIP (collectively, the “Plans”). See Petition, Exh. A at 2; Sirago Declaration
5-6. Sayeg and Citigroup also entered into agreements in 2018 and 2019, among other years, under which Citigroup granted Sayeg deferred stock awards and deferred cash awards that vested over four years after issuance under the Plans (the “Award Agreements”). Sirago Declaration, Exhs. 2 (“2018 Award Agreement”), 5 (“2019 Award Agreement”). These Award Agreements contain identical arbitration clauses, which read as follow: Arbitration. Any disputes related to the Awards will be resolved by arbitration in accordance with the Company’s arbitration policies. In the absence of an effective arbitration policy, Participant understands and agrees that any dispute related to an Award will be submitted to arbitration in accordance with the rules of the American Arbitration Association. To the maximum extent permitted by law, and except where expressly prohibited by law, arbitration on an individual basis will be the exclusive remedy for any claims that might otherwise be brought on a class, representative or collective basis. Accordingly, Participant may not participate as a class or collective action representative, or as a member of any class, representative or collective action, and will not be entitled to a recovery in a class, representative or collective action in any forum. Any disputes concerning the validity of this class, representative or collective action waiver will be decided by a court of competent jurisdiction, not by an arbitrator. 2018 Award Agreement §14(a); 2019 Award Agreement §14(a). Sayeg, a Mexican national and resident, formerly worked as a Managing Director at Banamex. Dkt. 9 (“De La Vega Declaration”) 4; Sirago Declaration 4. His employment ended in 20192 when he and Banamex executed a Termination and Release. Petition 15; De La Vega Declaration 4. Pursuant to that Termination and Release, Sayeg was paid $71,526,366.00 Mexican Pesos (the equivalent of approximately $3.5 million in U.S. dollars), in exchange for a general release in favor of both Banamex and Citigroup. De La Vega Declaration, Exh. 1 (“Termination and Release”) §3. In the Termination and Release, Sayeg “grant[ed] the broadest release of obligations allowable by law to [Banamex] and/or Citigroup Inc. and/or any related Company.” Id. Sayeg also committed not to file suit in Mexico or the United States against Banamex or Citigroup, as well as against any plan administrators, plan committees, and plan representatives. Id. §6. The Termination and Release also incorporated and confirmed the arbitration clauses in the Award Agreements: The parties agree that, as a possible benefit following the voluntary termination of the employment relationship binding them, any dispute regarding the applicability or not applicability of the benefit will be submitted to the arbitration processes established in the Plan or Program. Id. §4. The Termination and Release was reviewed by the Mexican Labor Board, which approved the agreement as consistent with Mexican law. De La Vega Declaration 4. B. The Mexican Action and the U.S. Arbitration On December 15, 2020, Sayeg initiated proceedings against Banamex in a court in Mexico, which was captioned as Luis Sebastián Sayeg Seade v. Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex, Expediente Número: 1197/2020 (the “Mexican Action”). In the Mexican Action, Sayeg brings, inter alia, claims under the DIRAP, the 2018 Award Agreement, and the 2019 Award Agreement and seeks additional awards under the Plans and to invalidate the Termination and Release. See De La Vega Declaration 6, Exh. 2 at 22-25. Although Citigroup established and maintained the Plans, Sayeg has not named Citigroup as a defendant in the Mexican Action. At an August 27, 2021 hearing before the Mexican Labor Board, Sayeg filed an amended complaint, which added a claim for certain medical and pension benefits allegedly owed to his wife. Id. 10, Exh. 4 at 4-5. The Mexican Labor Board adjourned the hearing until December 1, 2021 to allow Banamex to answer the original complaint and the amended complaint. Id. 11. At the December 1, 2021 hearing, Banamex raised with the Mexican Labor Board the arbitration provisions in the Plans. Id. 12. Sayeg’s lawyers denied any agreement to arbitrate his dispute under the Plans and expressed Sayeg’s intent to proceed with the Mexican Action. Id. In addition, on December 1, 2021, Banamex answered the original and amended complaint and moved to challenge the Mexican Labor Board’s jurisdiction over Sayeg’s claims. Id. 13. The Mexican Labor Board has scheduled a hearing on the issue of its jurisdiction over Sayeg’s claims for March 9, 2022. Id. 12. Shortly after that hearing, on December 6, 2021, Citigroup filed a Demand for Arbitration with the American Arbitration Association (“AAA”). Dkt. 7 (“Sills Declaration”) 4, Exh. 1 (“Arbitration Demand”). The arbitration has been captioned, Citigroup Inc. v. Luis Sebastián Sayeg Seade, AAA Case No. 01-21-0017-7441 (the “Arbitration”). In the Arbitration Demand, Citigroup seeks declarations that the arbitration clauses of the Plans are valid and binding, that Sayeg has no right to any future benefits under the Plans, and that arbitration provides the sole forum for adjudicating Sayeg’s claims in any way relating to or arising out of the Plans. See Arbitration Demand
