Coe v. BDO Seidman, LLP

Plaintiffs sued consulting company for its advice to use distressed debt strategy to offset ordinary income and/or capital gain upon receiving substantial sum from sale of private company. Court properly granted motion to stay action pending arbitration and motion for protective order limiting discovery pursuant to arbitration clause. Arbitration provision in consulting agreement includes provision explicitly stating that services provided include issuance of opinion as to federal income tax consequences of transactions, and Defendant accepts responsibility for opinion it will provide to client. Thus, Plaintiffs' claims fall within arbitration provision of agreement. Under New York law (which applies due to choice-of-law provision in agreement), discovery limitation does not render agreement unconscionable.(CUNNINGHAM and CONNORS, concurring.)