and award, assumption of risk, contributory negligence, discharge in bankruptcy, duress, estoppel, failure of consideration, fraud, illegality, injury by fellow servant, laches, license, payment, release, res judicata, statute of frauds, statute of limitations, waiver, and any other matter constituting an avoidance or affirmative defense. 4 . In reaching its conclusion that New York , law subordinated the Roses’ prior assignment, the District Court relied on Salem Trust Co. v. Manufacturers’ Finance, 264 U.S. 182, 44 S.Ct. 266, 68 L.Ed. 628 (1924), and Herman v. Connecticut Mutual Life Insurance Co., 218 Mass. 181, 105 N.E. 450 (1914), neither of which takes precedence over New York authorities. See First Investors Corp. v. Liberty Mut. Ins. Co., 152 F.3d 162, 165 (2d Cir.1998) (<HOLDING>) (internal citations, quotation marks, and
holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership recognizing in a new york diversity action that the job of the federal courts is to give the fullest weight to the pronouncements of the new york court of appeals to have a proper regard to relevant rulings of other courts of the state and where appropriate give limited consideration to relevant cases from other jurisdictions recognizing forum selection clause providing that no such claim shall be commenced prosecuted or continued in any forum other than the courts of the state of new york located in the city and county of new york or in the united states district court for the southern district of new york as clear and unambiguous expression of parties selection of exclusive forum in affirming district courts dismissal of action commenced in united states district court for the district of new jersey holding that neither the new york location of the terrorist attack giving rise to the policyholders claim nor the new yorkbased claims adjustor rendered new york the locus of operative facts because new york was not the site of the contracts execution holding that certification is appropriate if the new york court of appeals has not squarely addressed an issue and other decisions by new york courts are insufficient to predict how the court of appeals would resolve it internal quotation marks omitted