Key Points

  • The First Department unanimously affirmed an order under CPLR 7503(a) compelling arbitration of Jay R. Deshmukh's claims against Kasowitz Benson Torres LLP, now known as Kasowitz LLP.
  • Section 17.9 of the firm's December 2023 amended and restated partnership agreement requires mediation and, failing that, arbitration, and its section 17.8 terminates and supersedes all prior agreements on the same subject matter.
  • Because the later agreement expressly superseded the 2018 original agreement, its arbitration clause reaches disputes that predate it, and the panel rejected any meaningful distinction between continuous employment and Deshmukh's two separate stints at the firm.
  • The trial court's earlier refusal to seal the original partnership agreement is not inconsistent with compelling arbitration, because sealing turns on a heightened good-cause standard and a balancing of privacy against public access, not strictly on contract interpretation.
  • The panel held that Deshmukh's equity and public-policy arguments do not override the parties' contractual agreement.

A New York appeals court on Tuesday ruled that a lawyer who twice worked at Kasowitz Benson Torres LLP must take his dispute with the firm to mediation and arbitration instead of court. The court held that a partnership agreement the firm adopted after he rejoined replaced an earlier agreement that had no arbitration clause.

The Appellate Division, First Department, unanimously affirmed a February 28, 2025, order by Justice Jennifer G. Schecter of State Supreme Court in Manhattan granting the firm's motion to compel arbitration. The five-justice panel of Justices Webber, Moulton, Friedman, González and Chan, with Justice Webber presiding, issued an unsigned decision. The plaintiff, Jay R. Deshmukh, represented himself on appeal against the firm, which the caption notes is now known as Kasowitz LLP.

The decision applies a line of First Department precedent holding that a later agreement with an arbitration clause can reach disputes that arose before the agreement was signed. In the earlier cases, the working relationships had been continuous. The panel held that the rule applies with equal force when a lawyer works at a firm in two separate periods and the firm's later agreement expressly displaces the old one.

According to the decision, Deshmukh joined the firm in 2018 and agreed to be bound by its original partnership agreement, which did not require mediation or arbitration. After he rejoined the firm, it adopted an amended and restated partnership agreement in December 2023.

Section 17.9 of the 2023 agreement "clearly required that any disputes between the parties arising out of or related to the agreement be resolved in mediation or, failing that, arbitration," the panel wrote. The firm had moved to compel arbitration under CPLR 7503(a).

The 2023 agreement also addressed earlier agreements. Section 17.8 stated that the agreement "sets forth the entire agreement of the parties hereto with respect to the subject matter hereof." It further provided that "[a]ll prior and contemporaneous agreements with respect to the subject matter of this Agreement are hereby terminated and superseded by this Agreement."

The panel rested its ruling on a basic rule of contract law. "When parties clearly express their intention that a subsequent agreement supersedes a prior one, the latter agreement controls," the court wrote, citing its 2012 decision in Options Group, Inc. v. Vyas.

From that rule, the court reasoned, a later arbitration clause reaches backward. When the subsequent agreement contains such a clause, "the clause will apply to disputes predating the agreement that were not subject to arbitration," the panel wrote. It cited its 2018 decision in Hyuncheol Hwang v. Mirae Asset Sec. (USA) Inc., which the state Court of Appeals declined to review, and its 2019 decision in Konstantynovska v. Caring Professionals, Inc.

The panel then addressed the break in Deshmukh's tenure at the firm. "We reject any meaningful distinction between Hyuncheol Hwang and Konstantynovska, where the employment relationships were continuous, and the situation here, where plaintiff worked at defendant during two distinct periods," the court wrote. The decision does not say when Deshmukh first left the firm or when he returned.

Deshmukh also argued that the arbitration order could not be squared with an earlier ruling in the case. In that ruling, the trial court had denied a motion by the firm to seal the original partnership agreement. Deshmukh contended that the two orders were inconsistent, and the panel called that argument "unavailing."

The appeals court acknowledged that the sealing decision rested "in part" on the language of the original agreement. But the court wrote that the sealing order "was based on a balancing of defendant's privacy interests with the right of the public to understand plaintiff's claims, and was not strictly a matter of contract interpretation." For that point, the panel cited its 2010 decision in Mosallem v. Bernson.

The panel drew a further line between the two questions, citing the Court of Appeals' 2007 decision in Stark v. Molod Spitz DeSantis & Stark, P.C. "The sealing of court records is governed by a heightened good-cause standard that does not necessarily move in lockstep with the public policy favoring arbitration and the parties' contractual rights," the court wrote.

Deshmukh's broader appeals to fairness fared no better. "Plaintiff's arguments regarding equity and public policy are also unavailing because they do not override the parties' contractual agreement," the panel wrote. The court added that it had considered Deshmukh's remaining arguments and found them unavailing as well.

The decision does not describe the substance of Deshmukh's claims against the firm. Deshmukh's appeal reached the trial court's order only "to the extent appealed from as limited by the briefs," in the panel's words, and the decision addresses only the portion compelling arbitration.

Deshmukh appeared pro se. Joshua A. Siegel of Kasowitz LLP represented the firm.

With the affirmance, the order compelling arbitration stands. The panel awarded no costs on the appeal. The decision, entered November 10, 2026, is uncorrected and subject to revision before publication in the Official Reports.