National Credit Union Administration Board v. Goldman, Sachs & Co., 775 F.3d 145

Goldman appeals district court's denial of arbitration of NCUA's claims in SDNY.
NCUA, as Southwest Corporate FCU's liquidating agent, repudiated an arbitration clause in Goldman-Southwest Cash Account Agreement (CAA).
NCUA contends repudiation under FIRREA § 1787(c) to avoid burdensome contracts and to promote orderly wind-down.
Goldman had asserted arbitration based on CAA's arbitration clause; NCUA rejected arbitration as repudiated.
District court upheld NCUA's repudiation; Goldman appealed alleging limits on repudiation and lack of timely exercise.
Appellate court affirms, concluding NCUA validly repudiated the arbitration clause and that timing was reasonable.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether NCUA may repudiate arbitration clauses	Goldman: repudiation power does not extend to arbitration clauses	NCUA: §1787(c) authorizes repudiation of any contract, including arbitration	Yes; §1787(c) covers arbitration provisions
Judicial review of the burdensomeness determination	Goldman: district court must review for abuse of discretion	NCUA: discretion is unreviewable or deferential	Review unnecessary or harmless; no abuse shown
Timeliness of repudiation within a reasonable period	Goldman: three-year delay was unreasonable	NCUA: delay reasonable given unawareness of CAA	Repudiation timely; delay reasonable under the circumstances

Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63 (S. Ct. 2010) (arbitration is a matter of contract)
Diamond v. Resolution Trust Corp., 45 F.3d 665 (2d Cir. 1995) (FDIC/RTC repudiation context; contract scope)
Bohack Corp. v. Truck Drivers Local Union No. 807, 567 F.2d 237 (2d Cir. 1977) (rejection of contracts and arbitration via bankruptcy context)
1185 Avenue of Americas Associates, 22 F.3d 492 (2d Cir. 1994) (open question on review of repudiation decisions; burden on review)