Daly v. Citigroup Inc., 939 F.3d 415

Erin Daly, a former Citigroup employee (2007–2014), signed three successive Employment Arbitration Policy agreements requiring arbitration of employment‑related disputes.
Daly sued in SDNY alleging gender discrimination and whistleblower retaliation under Title VII, the Equal Pay Act, Dodd‑Frank, SOX, and New York human rights laws after being stripped of duties and terminated; defendants filed a Form U‑5 with FINRA.
Defendants moved to compel arbitration of all claims except SOX (statutorily nonarbitrable) and to dismiss SOX for lack of jurisdiction based on failure to exhaust administrative remedies.
The district court compelled arbitration of all claims except SOX, and dismissed the SOX claim for lack of subject‑matter jurisdiction because Daly did not timely file with OSHA.
On appeal, Daly argued (1) that Dodd‑Frank and other federal claims tied to the same whistleblowing as SOX should be nonarbitrable and (2) that the SOX filing was timely under a continuing‑violation theory.
The Second Circuit affirmed: Title VII and EPA claims arbitrable; Dodd‑Frank whistleblower claims arbitrable (Congress did not intend a blanket ban on arbitration); SOX exhaustion is jurisdictional and Daly failed to timely file, so SOX claim dismissed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Are Title VII/EPA claims arbitrable?	Daly: Congress intended to preserve judicial remedies for federal employment statutes.	Citi: Arbitration agreements expressly cover Title VII and EPA claims; FAA favors enforcement.	Held: Arbitrable — no clear congressional intent to preclude arbitration.
Is a Dodd‑Frank whistleblower claim nonarbitrable because SOX is nonarbitrable?	Daly: Dodd‑Frank claims arise from same whistleblowing as SOX, so should be nonarbitrable.	Citi: Dodd‑Frank lacks an anti‑arbitration provision; arbitration enforceable under FAA.	Held: Arbitrable — Congress omitted an anti‑arbitration clause for Dodd‑Frank; SOX clause is limited to SOX.
Are SOX administrative‑exhaustion requirements jurisdictional?	Daly: Even if exhaustion is required, her filing was timely under continuing‑violation.	Citi: SOX requires filing with OSHA within 180 days; failure deprives federal courts of jurisdiction.	Held: Jurisdictional — SOX couples jurisdictional grant to exhaustion, so exhaustion is prerequisite.
Did continuing‑violation doctrine make Daly's SOX filing timely?	Daly: Defamatory Form U‑5 postings are ongoing, so the SOX 180‑day clock hasn't run.	Citi: Alleged acts (termination, Form U‑5) are discrete; continuing‑violation inapplicable.	Held: Not timely — alleged acts are discrete; continuing‑violation doesn't save her untimely OSHA filing.

Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213 (U.S. 1985) (FAA mandates district courts to compel arbitration when parties agreed)
Genesco, Inc. v. T. Kakiuchi & Co., 815 F.2d 840 (2d Cir. 1987) (policy favoring arbitration and enforcement of arbitration clauses)
Motorola Credit Corp. v. Uzan, 388 F.3d 39 (2d Cir. 2004) (standard of review for motion to compel arbitration)
Desiderio v. Nat'l Ass'n of Sec. Dealers, Inc., 191 F.3d 198 (2d Cir. 1999) (Title VII claims not clearly intended by Congress to be nonarbitrable)
Khazin v. TD Ameritrade Holding Corp., 773 F.3d 488 (3d Cir. 2014) (Dodd‑Frank whistleblower claims found arbitrable)
KPMG LLP v. Cocchi, 565 U.S. 18 (U.S. 2011) (court must separate arbitrable from nonarbitrable claims with care)
Gross v. FBL Fin. Servs., Inc., 557 U.S. 167 (U.S. 2009) (congressional silence in amendments can signal intent)
Nat'l R.R. Passenger Corp. v. Morgan, 536 U.S. 101 (U.S. 2002) (continuing‑violation doctrine does not apply to discrete acts)
Patsy v. Bd. of Regents of State of Fla., 457 U.S. 496 (U.S. 1982) (statutory exhaustion questions answered by congressional intent)