Ninth Circuit Clarifies Who the "Customers" of an Investment Bank Are

Under FINRA, disputes between a broker-dealer or an investment and its customers are arbitrable.  Accordingly, the identity of customers is critical to determining the proper venue for such disputes.  While some customers are obvious -- take for example investors who deposit money with a broker-dealer to buy and sell securities -- an issuer of securities who uses a broker-dealer or investment bank to assist it with an offering of securities to the public is less so.  In Goldman, Sachs & Co. v. City of Reno (, Reno brought claims in a FINRA arbitration against Goldman as the underwriter of a securities offering by the City.  Goldman sought to stay the proceedings, arguing that Reno was not its "customer" within the meaning of FINRA rules.  The Ninth Circuit squarely held that Reno as a purchaser of services from Goldman was a "customer." Nonetheless, Goldman was able to avoid the arbitration rules by arguing that Reno waived its rights by agreeing that the sole forum for any disputes between Goldman and Reno would be in federal court in Reno.