a copy of the NASD Manual. Yet plaintiff's own testimony is that he never requested to see the NASD Manual, or any other documents, before signing the U-4 Form. See Cantor Aff., Ex. B at 66. In fact, plaintiff asked no questions at all before signing the U-4 Form. This Court has never required that signatories of the U-4 Form be shown the NASD Manual whether they ask to see it or not. To hold that U-4 Forms are invalid unless the referenced "rules, constitution, or by-laws of the organizations indicated in Item 10" are read by the signatory would fly in the face of established precedent.
The Court of Appeals has recently held that "while a party's failure to read a duly incorporated document will not excuse the obligation to be bound by its terms, a party will not be bound to the terms of any document unless it is clearly identified in the agreement." PaineWebber, Inc. v. Bybyk, 81 F.3d 1193, 1201 (2d Cir. 1996) (citing Level Export Corp. v. Wolz, Aiken & Co., 305 N.Y. 82, 87, 111 N.E.2d 218 (1953) and Chiacchia v. National Westminster Bank USA, 124 A.D.2d 626, 507 N.Y.S.2d 888, 890 (2d Dep't 1986)). The arbitration clause of the U-4 Form clearly states that the plaintiff, by signing the form, agreed to arbitrate any dispute within the scope of the "rules, constitution, or by-laws of the organizations indicated in Item 10"; in turn, Item 10 on plaintiff's U-4 Form clearly identifies the NASD. Despite plaintiff's arguments to the contrary, this reference is clear enough to pass muster under New York law. Additionally, this Court has consistently held that similar language on other U-4 Forms incorporated the NASD arbitration rules by reference into the U-4 Forms. See O'Donnell v. First Investors Corp., 872 F. Supp. 1274, 1277 (S.D.N.Y. 1995); Moore v. Interacciones Global, Inc., 1995 U.S. Dist. LEXIS 971, 1995 WL 33650, at *5 (S.D.N.Y. Jan. 27, 1995); Pilanski, 1996 U.S. Dist. LEXIS 15963, 1996 WL 622024 at *2; Friedman, 1996 U.S. Dist. LEXIS 19889 at *5; Hall v. MetLife Resources, 1995 U.S. Dist. LEXIS 5812, No. 94 Civ. 0358, 1995 WL 33650, at *4 (S.D.N.Y. May 3, 1995). I therefore conclude that the arbitration clause validly incorporated the referenced NASD rules.
C. Defendant Prudential's Motion for Sanctions
Prudential seeks the award of sanctions pursuant to Rule 11 of the Federal Rules of Civil Procedure and 28 U.S.C. § 1927. Although I have decided defendants' motions adversely to plaintiff, given the uncontroverted facts of this case plaintiff's legal contentions were "warranted by existing law or by a nonfrivolous argument for the extension, modification, or reversal of existing law or the establishment of new law." Fed. R. Civ. P. 11(b)(2). Plaintiff's claims were not presented for any improper purpose such as to harass or to cause unnecessary delay or needless increase in the cost of litigation. Finally, it cannot be said that plaintiff or his attorneys unreasonably and vexatiously multiplied the proceedings in this case. Sanctions are therefore not warranted under Rule 11 or 28 U.S.C. § 1927, and Prudential's motion is denied.
For the foregoing reasons, no grounds exist at law or in equity to revoke the arbitration agreement signed by plaintiff. Defendants' motions to compel arbitration pursuant to 9 U.S.C. § 3 are granted. Prudential's motion for sanctions is denied.
As all of the plaintiff's claims must be submitted to arbitration, no useful purpose will be served by granting a stay of these proceedings. Final judgment is hereby entered dismissing this action and directing the parties to proceed to arbitration. See Alford v. Dean Witter Reynolds, Inc., 975 F.2d 1161, 1164 (5th Cir. 1992); Alter v. Englander, 901 F. Supp. 151, 155 (S.D.N.Y. 1995); Hart Enterprises International, Inc. v. Anhui Provincial Import and Export Corp., 888 F. Supp. 587, 591 (S.D.N.Y. 1995).
Accordingly, the Clerk of the Court is hereby ORDERED to close this case.
Shira A. Scheindlin
Dated: New York, New York
April 30, 1997