The question
When parties have signed two contracts, one sending arbitrability disputes to an arbitrator and the other sending such disputes to the courts, who decides which contract governs the dispute?
Coinbase v. Suski
What the Court decided
The Court affirmed the Ninth Circuit. When parties have agreed to two contracts, one delegating arbitrability to an arbitrator and the other sending arbitrability disputes to the courts, a court, not an arbitrator, must decide which contract governs. Because arbitration is a matter of contract, the first question is always what the parties agreed to, and resolving a conflict between a delegation clause and a forum selection clause requires a court to determine which agreement applies.
How the justices split
UnanimousThe Court's opinion
Jackson, writing alone
The opinion held that a court must decide which of two conflicting contracts governs when one contract delegates arbitrability to an arbitrator and the other sends arbitrability disputes to the courts. It reasoned that arbitration is a matter of contract under the Federal Arbitration Act, so the first question is always what the parties agreed to. Parties can form multiple levels of agreements about arbitration, and this case presents a conflict between a delegation clause in the User Agreement and a forum selection clause in the sweepstakes Official Rules. That conflict can be resolved only by a court determining which contract applies. It rejected Coinbase's severability argument, holding that where a challenge applies equally to the whole contract and to an arbitration or delegation provision, a court must address it.
Concurring in the judgment
Gorsuch, writing alone
Gorsuch filed a concurring opinion. The syllabus states that he filed a concurring opinion but does not set out its reasoning.
How we know · 5 sourced claims
Where parties have agreed to two contracts, one sending arbitrability disputes to arbitration and the other sending such disputes to the courts, a court must decide which contract governs.
Source: syllabus, Held
The first contract, the Coinbase User Agreement, contained an arbitration provision with a delegation clause; the second contract, the sweepstakes Official Rules, contained a forum selection clause giving California courts sole jurisdiction over controversies regarding the promotion.
Source: syllabus, Held
The Court rejected Coinbase's severability argument, holding that where a challenge applies equally to the whole contract and to an arbitration or delegation provision, a court must address that challenge.
Source: syllabus, Held
Jackson delivered the opinion for a unanimous Court.
Source: syllabus, lineup
Gorsuch filed a concurring opinion.
Source: syllabus, lineup