As a matter of law, the forum selection clause of the parties' Repurchase Agreement does not apply to their Separation Agreement. The agreements do not constitute a single, integrated agreement, since the two agreements were not executed for the same purpose and do not concern the same subject matter or arise from the same transaction. While the parties executed both agreements, and the agreements refer to each other, they are not interdependent. The Repurchase Agreement memorializes a one-time repurchase transaction, while the Separation Agreement memorializes a discrete, ongoing, and conditional transaction with a different purpose. Specifically, in the Separation Agreement plaintiff acknowledges his obligation to comply with certain specified protective covenants, and defendant agreed to pay him a bonus if he did so.
Cernich v. Athene Holding Ltd., NY Slip Op 03724 (1st Dep't July 2, 2020)
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