Waked v. Kerr

CourtCourt of Appeals for the Tenth Circuit
DecidedDecember 17, 2025
Docket24-2064
StatusUnpublished

This text of Waked v. Kerr (Waked v. Kerr) is published on Counsel Stack Legal Research, covering Court of Appeals for the Tenth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Waked v. Kerr, (10th Cir. 2025).

Opinion

Appellate Case: 24-2064 Document: 109-1 Date Filed: 12/17/2025 Page: 1 FILED United States Court of Appeals UNITED STATES COURT OF APPEALS Tenth Circuit

FOR THE TENTH CIRCUIT December 17, 2025 _________________________________ Christopher M. Wolpert Clerk of Court SHAWN JEREMY WAKED; THERESA IRENE STONE,

Plaintiffs - Appellants,

v. No. 24-2064 (D.C. No. 1:22-CV-00596-JB-JMR) KATHLEEN ALEXANDRIA KERR, (D. N.M.)

Defendants - Appellees. _________________________________

ORDER AND JUDGMENT * _________________________________

Before MATHESON, EBEL, and EID, Circuit Judges. _________________________________

A Financial Industry Regulatory Authority (“FINRA”) arbitration panel awarded

Shawn Waked and Theresa Stone $2.9 million against Kathleen Kerr, Jane Terry, and

Timothy Rivera. Mr. Waked and Ms. Stone moved to confirm the award in the

United States District Court for the District of New Mexico. Ms. Kerr, Ms. Terry, and

Mr. Rivera filed a cross motion to vacate. The district court confirmed the award against

This order and judgment is not binding precedent, except under the doctrines of *

law of the case, res judicata, and collateral estoppel. It may be cited, however, for its persuasive value consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1. Appellate Case: 24-2064 Document: 109-1 Date Filed: 12/17/2025 Page: 2

Ms. Terry. But it vacated the award as to Ms. Kerr, 1 which Mr. Waked and Ms. Stone

appeal. 2 Exercising jurisdiction under 9 U.S.C. § 16(a)(1), we reverse.

I. BACKGROUND

A. Factual Background 3

Ms. Terry owned Terry Financial Practice (“Terry Financial”), a financial advisory

firm, which included Jane Terry & Associates, Summit Investment Group, and Branch

6A1 of Raymond James Financial Services. Waked v. Kerr, No. CIV 22-0596, 2024 WL

1539788, at *1 (D.N.M. Apr. 9, 2024). Ms. Kerr and Mr. Rivera were longtime Terry

Financial employees. Id.

In March 2019, Mr. Waked and Ms. Stone purchased Terry Financial for $1.56

million and formed Maestro Global LLC (“Maestro”) to operate the firm. Id. at *2.

Terry Financial’s value stemmed from its clients’ goodwill. Id. “Accordingly, it was

important to Waked and Stone that the clients maintain their goodwill for the firm once it

was placed in Waked and Stone’s management.” Id. The purchase agreement

provided that Terry, Kerr, and Rivera would do nothing to interfere with the ongoing viability of the business in Waked and Stone’s ownership: thus, Terry agree[d] to recommend [Waked] to her customers and to do nothing to divert them to

1 Mr. Waked and Ms. Stone settled their claims against Mr. Rivera. 2 Ms. Terry filed a cross-appeal challenging the district court’s order confirming the award against her, Waked, et al. v. Kerr, et al., No. 23-2036, and the appeals were consolidated, Waked, et al. v. Kerr, et al., No. 24-2064. She later stipulated to dismissal, and her appeal ended on January 15, 2025. No. 23-2036, Doc. No. 11150917. 3 We take these background facts from the district court’s opinion and the appellate record.

2 Appellate Case: 24-2064 Document: 109-1 Date Filed: 12/17/2025 Page: 3

competing firms and, likewise, Kerr and Rivera agree[d] to, inter alia, refrain from diverting the firm’s customers to any competing firm.

Id. (alterations in original) (citations and quotations omitted).

Ms. Kerr and Mr. Rivera also agreed to work at Maestro. Id. Their employment

contracts with Maestro (“Employment Contracts”) contained an agreement to arbitrate all

claims relating to their employment before “one arbitrator,” “in accordance with New

Mexico Uniform Arbitration Act,” and “in Santa Fe, New Mexico.” App., Vol. I at 179-

95. 4

Soon after purchasing the firm, Mr. Waked and Ms. Stone learned that (1) Terry

Financial “was not as strong as Terry represented,” (2) Ms. Kerr and Mr. Rivera had

disclosed Maestro’s “confidential and proprietary client and business information” to

their own newly incorporated financial services company, Kerr Rivera, Inc., and

(3) “Kerr, Rivera, and Terry [were] impugning Waked’s and Stone’s reputations in an

effort to divert customers from Maestro Global to the new firm that Kerr and Rivera

founded.” Waked, 2024 WL 1539788, at *3. As a result, Terry Financial’s value

“decline[d] dramatically.” Id.

4 Ms. Kerr and Mr. Rivera also signed Financial Advisor agreements (“FA Agreements”) with Raymond James, which provided that “Kerr and Rivera would serve as Registered Representatives to conduct securities activities on behalf [of] Raymond James and would be retained as employees by Waked and Stone as owners of the Santa Fe Raymond James branch office.” Waked, 2024 WL 1539788, at *2. The FA Agreements prohibited Ms. Kerr and Mr. Rivera from soliciting Raymond James’s clients. App., Vol. II at 320.

3 Appellate Case: 24-2064 Document: 109-1 Date Filed: 12/17/2025 Page: 4

In January 2021, Mr. Waked, Ms. Stone, and Maestro commenced FINRA

arbitration proceedings against Ms. Kerr, Ms. Terry, and Mr. Rivera. Id.

B. FINRA Arbitration Rules and Procedures

FINRA “is an independent, self-regulatory organization . . . established pursuant

to Section 15A of the Securities Exchange Act, which ‘created a system of supervised

self-regulation in the securities industry.’” Reading Health Sys. v. Bear Stearns & Co.,

900 F.3d 87, 92 (3d Cir. 2018) (quoting Credit Suisse First Boston Corp. v. Grunwald,

400 F.3d 1119, 1128 (9th Cir. 2005)). FINRA promulgates rules governing the

brokerage industry, subject to the Securities and Exchange Commission’s approval. Id.

at 93. FINRA members must comply with FINRA rules, including the arbitration

provisions. Id.; see also FINRA Rule 140 (Applicability); FINRA Bylaws, art IV, § 1

(Membership).

At all relevant times, Mr. Waked, Ms. Stone, Ms. Kerr, Ms. Terry, and Mr. Rivera

were FINRA members subject to FINRA’s rules. Waked, 2024 WL 1539788, at *19.

Maestro was not a FINRA member. Id.

Rule 13200 in FINRA’s Code of Arbitration Procedure for Industry Disputes

(“FINRA’s Code”) requires FINRA members to arbitrate their disputes in a FINRA

forum “if the dispute arises out of the business activities of a member or an associated

person and is between or among . . . Members and Associated Persons.” FINRA Code

Arb. P. Indus. Disps. R. 13200(a) (available at https://www.finra.org/rules-

guidance/rulebooks/finrrules/13200 [https://perma.cc/8A7Q-QZ2T]).

4 Appellate Case: 24-2064 Document: 109-1 Date Filed: 12/17/2025 Page: 5

A claimant starts the FINRA arbitration process by filing a statement of claim and

a submission agreement, which identifies the parties and confirms FINRA will administer

the arbitration. FINRA notifies respondents by Claim Notification Letter. Each

respondent must complete and return a submission agreement. 5 The respondent has 45

days to submit an answer, identifying any counterclaims or defenses. The parties then

select the arbitrators for their panel, attend an initial pre-hearing conference, and

exchange discovery.

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