EQUAL EMPLOYMENT OPPORTUNITY COMMISSION v. WAFFLE HOUSE, INC.

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279 OCTOBER TERM, 2001
Syllabus
EQUAL EMPLOYMENT OPPORTUNITY COMMISSION
v. WAFFLE HOUSE, INC.
certiorari to the united states court of appeals for
the fourth circuit
No. 99–1823. Argued October 10, 2001—Decided January 15, 2002
Respondent’s employees must each sign an agreement requiring employ-
ment disputes to be settled by binding arbitration. After Eric Baker
suffered a seizure and was fired by respondent, he filed a timely discrim-
ination charge with the Equal Employment Opportunity Commission
(EEOC) alleging that his discharge violated Title I of the Americans
with Disabilities Act of 1990 (ADA). The EEOC subsequently filed this
enforcement suit, to which Baker is not a party, alleging that respond-
ent’s employment practices, including Baker’s discharge “because of his
disability,” violated the ADA and that the violation was intentional and
done with malice or reckless indifference. The complaint requested in-
junctive relief to “eradicate the effects of [respondent’s] past and present
unlawful employment practices”; specific relief designed to make Baker
whole, including backpay, reinstatement, and compensatory damages;
and punitive damages for malicious and reckless conduct. Respondent
petitioned under the Federal Arbitration Act (FAA) to stay the EEOC’s
suit and compel arbitration, or to dismiss the action, but the District
Court denied relief. The Fourth Circuit concluded that the arbitration
agreement between Baker and respondent did not foreclose the enforce-
ment action because the EEOC was not a party to the contract, but had
independent statutory authority to bring suit in any federal district
court where venue was proper. Nevertheless, the court held that the
EEOC was limited to injunctive relief and precluded from seeking
victim-specific relief because the FAA policy favoring enforcement of
private arbitration agreements outweighs the EEOC’s right to proceed
in federal court when it seeks primarily to vindicate private, rather than
public, interests.
Held: An agreement between an employer and an employee to arbitrate
employment-related disputes does not bar the EEOC from pursuing
victim-specific judicial relief, such as backpay, reinstatement, and dam-
ages, in an ADA enforcement action. Pp. 285–298.
(a) The ADA directs the EEOC to exercise the same enforcement
powers, remedies, and procedures that are set forth in Title VII of the
Civil Rights Act of 1964 when enforcing the ADA’s prohibitions against
employment discrimination on the basis of disability. Following the

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280 EEOC v. WAFFLE HOUSE, INC.
Syllabus
1991 amendments to Title VII, the EEOC has authority to bring suit to
enjoin an employer from engaging in unlawful employment practices,
and to pursue reinstatement, backpay, and compensatory or punitive
damages, in both Title VII and ADA actions. Thus, these statutes un-
ambiguously authorize the EEOC to obtain the relief that it seeks here
if it can prove its case against respondent. Neither the statutes nor
this Court’s cases suggest that the existence of an arbitration agreement
between private parties materially changes the EEOC’s statutory func-
tion or the remedies otherwise available. Pp. 285–288.
(b) Despite the FAA policy favoring arbitration agreements, nothing
in the FAA authorizes a court to compel arbitration of any issues, or by
any parties, that are not already covered in the agreement. The FAA
does not mention enforcement by public agencies; it ensures the enforce-
ability of private agreements to arbitrate, but otherwise does not pur-
port to place any restriction on a nonparty’s choice of a judicial forum.
Pp. 288–289.
(c) The Fourth Circuit based its decision on its evaluation of the “com-
peting policies” implemented by the ADA and the FAA, rather than on
any language in either the statutes or the arbitration agreement be-
tween Baker and respondent. If the EEOC could prosecute its claim
only with Baker’s consent, or if its prayer for relief could be dictated by
Baker, the lower court’s analysis might be persuasive. But once a
charge is filed, the exact opposite is true under the ADA, which clearly
makes the EEOC the master of its own case, conferring on it the author-
ity to evaluate the strength of the public interest at stake and to deter-
mine whether public resources should be committed to the recovery of
victim-specific relief. Moreover, the Court of Appeals’ attempt to bal-
ance policy goals against the arbitration agreement’s clear language is
inconsistent with this Court’s cases holding that the FAA does not re-
quire parties to arbitrate when they have not agreed to do so. E. g.,
Volt Information Sciences, Inc. v. Board of Trustees of Leland Stan-
ford Junior Univ., 489 U. S. 468, 478. Because the EEOC is not a party
to the contract and has not agreed to arbitrate its claims, the FAA’s
proarbitration policy goals do not require the agency to relinquish its
statutory authority to pursue victim-specific relief, regardless of the
forum that the employer and employee have chosen to resolve their
disputes. Pp. 290–296.
(d) Although an employee’s conduct may effectively limit the relief
the EEOC can obtain in court if, for example, the employee fails to
mitigate damages or accepts a monetary settlement, see, e. g., Ford
Motor Co. v. EEOC, 458 U. S. 219, 231–232, Baker has not sought arbi-
tration, nor is there any indication that he has entered into settlement
negotiations with respondent. The fact that ordinary principles of res

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Syllabus
judicata, mootness, or mitigation may apply to EEOC claims does not
mean the EEOC’s claim is merely derivative. This Court has recog-
nized several situations in which the EEOC does not stand in the em-
ployee’s shoes, see, e. g., Occidental Life Ins. Co. of Cal. v. EEOC, 432
U. S. 355, 368, and, in this context, the statute specifically grants the
EEOC exclusive authority over the choice of forum and the prayer for
relief once a charge has been filed. Pp. 296–298.
193 F. 3d 805, reversed and remanded.
Stevens, J., delivered the opinion of the Court, in which O’Connor,
Kennedy, Souter, Ginsburg, and Breyer, JJ., joined. Thomas, J.,
filed a dissenting opinion, in which Rehnquist, C. J., and Scalia, J.,
joined, post, p. 298.
Paul D. Clement argued the cause for petitioner. With
him on the briefs were Solicitor General Olson, Acting
Solicitor General Underwood, Acting Assistant Attorney
General Yeomans, James A. Feldman, Gwendolyn Young
Reams, Philip B. Sklover, Lorraine C. Davis, and Robert
J. Gregory.
David L. Gordon argued the cause for respondent. With
him on the brief were D. Gregory Valenza, Stephen F.
Fisher, and Thomas C. Goldstein.*
*Briefs of amici curiae urging reversal were filed for the State of
Missouri et al. by Jeremiah W. (Jay) Nixon, Attorney General of Missouri,
James R. Layton, State Solicitor, and Alana M. Barragan-Scott, Deputy
Solicitor, and by the Attorneys General for their respective jurisdictions
as follows: Bruce M. Botelho of Alaska, Janet Napolitano of Arizona,
Mark Pryor of Arkansas, Bill Lockyer of California, Ken Salazar of Colo-
rado, Robert A. Butterworth of Florida, Earl I. Anzai of Hawaii, James
E. Ryan of Illinois, Steve Carter of Indiana, Thomas J. Miller of Iowa,
Carla J. Stovall of Kansas, Richard P. Ieyoub of Louisiana, J. Joseph
Curran, Jr., of Maryland, Thomas F. Reilly of Massachusetts, Mike Hatch
of Minnesota, Mike McGrath of Montana, Don Stenberg of Nebraska,
Frankie Sue Del Papa of Nevada, John J. Farmer, Jr., of New Jersey,
Patricia A. Madrid of New Mexico, Eliot Spitzer of New York, Betty D.
Montgomery of Ohio, Sheldon Whitehouse of Rhode Island, Mark Barnett
of South Dakota, Mark Shurtleff of Utah, William H. Sorrell of Vermont,
Darrell V. McGraw, Jr., of West Virginia, and Herbert D. Soll of the
Northern Mariana Islands; for the Maryland Commission on Human Rela-
tions et al. by Lee D. Hoshall and Elizabeth Colette; for AARP by Thomas

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282 EEOC v. WAFFLE HOUSE, INC.
Opinion of the Court
Justice Stevens delivered the opinion of the Court.
The question presented is whether an agreement between
an employer and an employee to arbitrate employment-
related disputes bars the Equal Employment Opportunity
Commission (EEOC) from pursuing victim-specific judicial
relief, such as backpay, reinstatement, and damages, in an
enforcement action alleging that the employer has violated
Title I of the Americans with Disabilities Act of 1990 (ADA),
104 Stat. 328, 42 U. S. C. § 12101 et seq. (1994 ed. and
Supp. V).
I
In his application for employment with respondent, Eric
Baker agreed that “any dispute or claim” concerning his em-
ployment would be “settled by binding arbitration.” 1 As a
W. Osborne, Laurie A. McCann, and Melvin Radowitz; for the American
Federation of Labor and Congress of Industrial Organizations by Jona-
than P. Hiatt, James B. Coppess, and Laurence Gold; for the Lawyers’
Committee for Civil Rights Under Law et al. by Paul W. Mollica, John
Payton, Norman Redlich, Barbara R. Arnwine, Thomas J. Henderson,
Karen K. Narasaki, Vincent A. Eng, Judith L. Lichtman, Martha F.
Davis, Yolanda S. Wu, Marcia D. Greenberger, and Judith Appelbaum;
for the National Employment Lawyers Association et al. by Michael
Rubin, Scott A. Kronland, Cliff Palefsky, Steven R. Shapiro, Lenora M.
Lapidus, F. Paul Bland, Jr., Arthur H. Bryant, and Paula A. Brantner;
and for the National Whistleblower Center by Stephen M. Kohn, Michael
D. John, and David K. Colapinto.
Briefs of amici curiae urging affirmance were filed for Associated In-
dustries of Massachusetts et al. by Michael E. Malamut; for the Council
for Employment Law Equity by Walter Dellinger, Samuel Estreicher, and
Mark A. de Bernardo; and for the Equal Employment Advisory Council
by Ann Elizabeth Reesman and Rae T. Vann.
1 The agreement states:
“The parties agree that any dispute or claim concerning Applicant’s em-
ployment with Waffle House, Inc., or any subsidiary or Franchisee of Waf-
fle House, Inc., or the terms, conditions or benefits of such employment,
including whether such dispute or claim is arbitrable, will be settled by
binding arbitration. The arbitration proceedings shall be conducted
under the Commercial Arbitration Rules of the American Arbitration
Association in effect at the time a demand for arbitration is made. A

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Opinion of the Court
condition of employment, all prospective Waffle House em-
ployees are required to sign an application containing a simi-
lar mandatory arbitration agreement. See App. 56. Baker
began working as a grill operator at one of respondent’s res-
taurants on August 10, 1994. Sixteen days later he suffered
a seizure at work and soon thereafter was discharged. Id.,
at 43–44. Baker did not initiate arbitration proceedings, nor
has he in the seven years since his termination, but he did
file a timely charge of discrimination with the EEOC alleg-
ing that his discharge violated the ADA.
After an investigation and an unsuccessful attempt to con-
ciliate, the EEOC filed an enforcement action against re-
spondent in the Federal District Court for the District of
South Carolina,2 pursuant to § 107(a) of the ADA, 42 U. S. C.
§ 12117(a) (1994 ed.), and § 102 of the Civil Rights Act of
1991, as added, 105 Stat. 1072, 42 U. S. C. § 1981a (1994 ed.).
Baker is not a party to the case. The EEOC’s complaint
alleged that respondent engaged in employment practices
that violated the ADA, including its discharge of Baker “be-
cause of his disability,” and that its violation was intentional,
and “done with malice or with reckless indifference to [his]
federally protected rights.” The complaint requested the
court to grant injunctive relief to “eradicate the effects of
[respondent’s] past and present unlawful employment prac-
decision and award of the arbitrator made under the said rules shall be
exclusive, final and binding on both parties, their heirs, executors, adminis-
trators, successors and assigns. The costs and expenses of the arbitration
shall be borne evenly by the parties.” App. 59.
2 Because no evidence of the employment practices alleged in the com-
plaint has yet been presented, we of course express no opinion on the
merits of the EEOC’s case. We note, on the one hand, that the state
human rights commission also investigated Baker’s claim and found no
basis for suit. On the other hand, the EEOC chooses to file suit in re-
sponse to only a small number of the many charges received each year,
see n. 7, infra. In keeping with normal appellate practice in cases arising
at the pleading stage, we assume, arguendo, that the EEOC’s case is
meritorious.

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Opinion of the Court
tices,” to order specific relief designed to make Baker whole,
including backpay, reinstatement, and compensatory dam-
ages, and to award punitive damages for malicious and reck-
less conduct. App. 38–40.
Respondent filed a petition under the Federal Arbitration
Act (FAA), 9 U. S. C. § 1 et seq., to stay the EEOC’s suit
and compel arbitration, or to dismiss the action. Based on
a factual determination that Baker’s actual employment con-
tract had not included the arbitration provision, the District
Court denied the motion. The Court of Appeals granted an
interlocutory appeal and held that a valid, enforceable arbi-
tration agreement between Baker and respondent did exist.
193 F. 3d 805, 808 (CA4 1999). The court then proceeded to
consider “what effect, if any, the binding arbitration agree-
ment between Baker and Waffle House has on the EEOC,
which filed this action in its own name both in the public
interest and on behalf of Baker.” Id., at 809. After review-
ing the relevant statutes and the language of the contract,
the court concluded that the agreement did not foreclose the
enforcement action because the EEOC was not a party to
the contract, and it has independent statutory authority to
bring suit in any federal district court where venue is proper.
Id., at 809–812. Nevertheless, the court held that the
EEOC was precluded from seeking victim-specific relief in
court because the policy goals expressed in the FAA re-
quired giving some effect to Baker’s arbitration agreement.
The majority explained:
“When the EEOC seeks ‘make-whole’ relief for a charg-
ing party, the federal policy favoring enforcement of
private arbitration agreements outweighs the EEOC’s
right to proceed in federal court because in that circum-
stance, the EEOC’s public interest is minimal, as the
EEOC seeks primarily to vindicate private, rather than
public, interests. On the other hand, when the EEOC
is pursuing large-scale injunctive relief, the balance tips
in favor of EEOC enforcement efforts in federal court

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because the public interest dominates the EEOC’s ac-
tion.” Id., at 812.3
Therefore, according to the Court of Appeals, when an em-
ployee has signed a mandatory arbitration agreement, the
EEOC’s remedies in an enforcement action are limited to
injunctive relief.
Several Courts of Appeals have considered this issue and
reached conflicting conclusions. Compare EEOC v. Frank’s
Nursery & Crafts, Inc., 177 F. 3d 448 (CA6 1999) (employee’s
agreement to arbitrate does not affect the EEOC’s independ-
ent statutory authority to pursue an enforcement action for
injunctive relief, backpay, and damages in federal court),
with EEOC v. Kidder, Peabody & Co., 156 F. 3d 298 (CA2
1998) (allowing the EEOC to pursue injunctive relief in fed-
eral court, but precluding monetary relief); Merrill Lynch,
Pierce, Fenner & Smith, Inc. v. Nixon, 210 F. 3d 814 (CA8),
cert. denied, 531 U. S. 958 (2000) (same). We granted the
EEOC’s petition for certiorari to resolve this conflict, 532
U. S. 941 (2001), and now reverse.
II
Congress has directed the EEOC to exercise the same en-
forcement powers, remedies, and procedures that are set
forth in Title VII of the Civil Rights Act of 1964 when it is
enforcing the ADA’s prohibitions against employment dis-
crimination on the basis of disability. 42 U. S. C. § 12117(a)
(1994 ed.).4 Accordingly, the provisions of Title VII defining
3 One member of the panel dissented because he agreed with the District
Court that, as a matter of fact, the arbitration clause was not included in
Baker’s actual contract of employment. 193 F. 3d, at 813.
4 Section 12117(a) provides:
“The powers, remedies, and procedures set forth in sections 2000e–4,
2000e–5, 2000e–6, 2000e–8, and 2000e–9 of this title shall be the powers,
remedies, and procedures this subchapter provides to the Commission, to
the Attorney General, or to any person alleging discrimination on the basis
of disability in violation of any provision of this chapter, or regulations
promulgated under section 12116 of this title, concerning employment.”

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the EEOC’s authority provide the starting point for our
analysis.
When Title VII was enacted in 1964, it authorized private
actions by individual employees and public actions by the
Attorney General in cases involving a “pattern or practice”
of discrimination. 42 U. S. C. § 2000e–6(a) (1994 ed.). The
EEOC, however, merely had the authority to investigate
and, if possible, to conciliate charges of discrimination. See
General Telephone Co. of Northwest v. EEOC, 446 U. S. 318,
325 (1980). In 1972, Congress amended Title VII to author-
ize the EEOC to bring its own enforcement actions; indeed,
we have observed that the 1972 amendments created a sys-
tem in which the EEOC was intended “to bear the primary
burden of litigation,” id., at 326. Those amendments author-
ize the courts to enjoin employers from engaging in unlawful
employment practices, and to order appropriate affirmative
action, which may include reinstatement, with or without
backpay.5 Moreover, the amendments specify the judicial
districts in which such actions may be brought.6 They do
not mention arbitration proceedings.
5 “(g) Injunctions; appropriate affirmative action; equitable relief; ac-
crual of back pay; reduction of back pay; limitations on judicial orders
“(1) If the court finds that the respondent has intentionally engaged in
or is intentionally engaging in an unlawful employment practice charged
in the complaint, the court may enjoin the respondent from engaging in
such unlawful employment practice, and order such affirmative action as
may be appropriate, which may include, but is not limited to, reinstate-
ment or hiring of employees, with or without back pay (payable by the
employer, employment agency, or labor organization, as the case may be,
responsible for the unlawful employment practice), or any other equitable
relief as the court deems appropriate. Back pay liability shall not accrue
from a date more than two years prior to the filing of a charge with the
Commission. Interim earnings or amounts earnable with reasonable
diligence by the person or persons discriminated against shall operate
to reduce the back pay otherwise allowable.” 42 U. S. C. § 2000e–5(g)(1)
(1994 ed.).
6 Section 2000e–5(f)(3) provides:
“Each United States district court and each United States court of a
place subject to the jurisdiction of the United States shall have jurisdiction

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Opinion of the Court
In 1991, Congress again amended Title VII to allow
the recovery of compensatory and punitive damages by a
“complaining party.” 42 U. S. C. § 1981a(a)(1) (1994 ed.).
The term includes both private plaintiffs and the EEOC,
§ 1981a(d)(1)(A), and the amendments apply to ADA claims
as well, §§ 1981a(a)(2), (d)(1)(B). As a complaining party, the
EEOC may bring suit to enjoin an employer from engag-
ing in unlawful employment practices, and to pursue rein-
statement, backpay, and compensatory or punitive damages.
Thus, these statutes unambiguously authorize the EEOC to
obtain the relief that it seeks in its complaint if it can prove
its case against respondent.
Prior to the 1991 amendments, we recognized the differ-
ence between the EEOC’s enforcement role and an individ-
ual employee’s private cause of action in Occidental Life Ins.
Co. of Cal. v. EEOC, 432 U. S. 355 (1977), and General Tele-
phone Co. of Northwest v. EEOC, 446 U. S. 318 (1980). Occi-
dental presented the question whether EEOC enforcement
actions are subject to the same statutes of limitations that
govern individuals’ claims. After engaging in an unsuc-
cessful conciliation process, the EEOC filed suit in Federal
District Court, on behalf of a female employee, alleging
sex discrimination. The court granted the defendant’s mo-
tion for summary judgment on the ground that the EEOC’s
claim was time barred; the EEOC filed suit after Califor-
nia’s 1-year statute of limitations had run. We reversed
because “under the procedural structure created by the 1972
of actions brought under this subchapter. Such an action may be brought
in any judicial district in the State in which the unlawful employment
practice is alleged to have been committed, in the judicial district in which
the employment records relevant to such practice are maintained and ad-
ministered, or in the judicial district in which the aggrieved person would
have worked but for the alleged unlawful employment practice, but if the
respondent is not found within any such district, such an action may be
brought within the judicial district in which the respondent has his princi-
pal office. For purposes of sections 1404 and 1406 of title 28, the judicial
district in which the respondent has his principal office shall in all cases
be considered a district in which the action might have been brought.”

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amendments, the EEOC does not function simply as a vehi-
cle for conducting litigation on behalf of private parties,” 432
U. S., at 368. To hold otherwise would have undermined the
agency’s independent statutory responsibility to investigate
and conciliate claims by subjecting the EEOC to inconsistent
limitations periods.
In General Telephone, the EEOC sought to bring a dis-
crimination claim on behalf of all female employees at Gen-
eral Telephone’s facilities in four States, without being certi-
fied as the class representative under Federal Rule of Civil
Procedure 23. 446 U. S., at 321–322. Relying on the plain
language of Title VII and the legislative intent behind the
1972 amendments, we held that the EEOC was not required
to comply with Rule 23 because it “need look no further than
§ 706 for its authority to bring suit in its own name for the
purpose, among others, of securing relief for a group of ag-
grieved individuals.” Id., at 324. In light of the provisions
granting the EEOC exclusive jurisdiction over the claim for
180 days after the employee files a charge, we concluded that
“the EEOC is not merely a proxy for the victims of discrimi-
nation and that [its] enforcement suits should not be con-
sidered representative actions subject to Rule 23.” Id., at
326.
Against the backdrop of our decisions in Occidental and
General Telephone, Congress expanded the remedies avail-
able in EEOC enforcement actions in 1991 to include com-
pensatory and punitive damages. There is no language in
the statutes or in either of these cases suggesting that the
existence of an arbitration agreement between private par-
ties materially changes the EEOC’s statutory function or the
remedies that are otherwise available.
III
The FAA was enacted in 1925, 43 Stat. 883, and then re-
enacted and codified in 1947 as Title 9 of the United States
Code. It has not been amended since the enactment of Title

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Opinion of the Court
VII in 1964. As we have explained, its “purpose was to re-
verse the longstanding judicial hostility to arbitration agree-
ments that had existed at English common law and had been
adopted by American courts, and to place arbitration agree-
ments upon the same footing as other contracts.” Gilmer v.
Interstate/Johnson Lane Corp., 500 U. S. 20, 24 (1991). The
FAA broadly provides that a written provision in “a contract
evidencing a transaction involving commerce to settle by
arbitration a controversy thereafter arising out of such
contract . . . shall be valid, irrevocable, and enforceable, save
upon such grounds as exist at law or in equity for the rev-
ocation of any contract.” 9 U. S. C. § 2. Employment con-
tracts, except for those covering workers engaged in trans-
portation, are covered by the FAA. Circuit City Stores,
Inc. v. Adams, 532 U. S. 105 (2001).
The FAA provides for stays of proceedings in federal dis-
trict courts when an issue in the proceeding is referable to
arbitration, and for orders compelling arbitration when one
party has failed or refused to comply with an arbitration
agreement. See 9 U. S. C. §§ 3 and 4. We have read these
provisions to “manifest a ‘liberal federal policy favoring ar-
bitration agreements.’ ” Gilmer, 500 U. S., at 25 (quoting
Moses H. Cone Memorial Hospital v. Mercury Constr. Corp.,
460 U. S. 1, 24 (1983)). Absent some ambiguity in the agree-
ment, however, it is the language of the contract that defines
the scope of disputes subject to arbitration. See Mastro-
buono v. Shearson Lehman Hutton, Inc., 514 U. S. 52, 57
(1995) (“[T]he FAA’s proarbitration policy does not operate
without regard to the wishes of the contracting parties”).
For nothing in the statute authorizes a court to compel arbi-
tration of any issues, or by any parties, that are not already
covered in the agreement. The FAA does not mention en-
forcement by public agencies; it ensures the enforceability
of private agreements to arbitrate, but otherwise does not
purport to place any restriction on a nonparty’s choice of a
judicial forum.

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290 EEOC v. WAFFLE HOUSE, INC.
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IV
The Court of Appeals based its decision on its evaluation
of the “competing policies” implemented by the ADA and the
FAA, rather than on any language in the text of either the
statutes or the arbitration agreement between Baker and
respondent. 193 F. 3d, at 812. It recognized that the
EEOC never agreed to arbitrate its statutory claim, id., at
811 (“We must also recognize that in this case the EEOC is
not a party to any arbitration agreement”), and that the
EEOC has “independent statutory authority” to vindicate
the public interest, but opined that permitting the EEOC to
prosecute Baker’s claim in court “would significantly tram-
ple” the strong federal policy favoring arbitration because
Baker had agreed to submit his claim to arbitration. Id., at
812. To effectuate this policy, the court distinguished be-
tween injunctive and victim-specific relief, and held that the
EEOC is barred from obtaining the latter because any public
interest served when the EEOC pursues “make whole” relief
is outweighed by the policy goals favoring arbitration. Only
when the EEOC seeks broad injunctive relief, in the Court
of Appeals’ view, does the public interest overcome the goals
underpinning the FAA.7
7 This framework assumes the federal policy favoring arbitration will be
undermined unless the EEOC’s remedies are limited. The court failed to
consider, however, that some of the benefits of arbitration are already
built into the EEOC’s statutory duties. Unlike individual employees,
the EEOC cannot pursue a claim in court without first engaging in a con-
ciliation process. 42 U. S. C. § 2000e–5(b) (1994 ed.). Thus, before the
EEOC ever filed suit in this case, it attempted to reach a settlement
with respondent.
The court also neglected to take into account that the EEOC files suit
in a small fraction of the charges employees file. For example, in fiscal
year 2000, the EEOC received 79,896 charges of employment discrimina-
tion. Although the EEOC found reasonable cause in 8,248 charges, it
only filed 291 lawsuits. Equal Employment Opportunity Commission,
Enforcement Statistics and Litigation (as visited Nov. 18, 2001), http://
www.eeoc.gov/stats/enforcement.html. In contrast, 21,032 employment
discrimination lawsuits were filed in 2000. See Administrative Office,

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If it were true that the EEOC could prosecute its claim
only with Baker’s consent, or if its prayer for relief could be
dictated by Baker, the court’s analysis might be persuasive.
But once a charge is filed, the exact opposite is true under
the statute—the EEOC is in command of the process. The
EEOC has exclusive jurisdiction over the claim for 180 days.
During that time, the employee must obtain a right-to-sue
letter from the agency before prosecuting the claim. If,
however, the EEOC files suit on its own, the employee has
no independent cause of action, although the employee may
intervene in the EEOC’s suit. 42 U. S. C. § 2000e–5(f)(1)
(1994 ed.). In fact, the EEOC takes the position that it may
pursue a claim on the employee’s behalf even after the em-
ployee has disavowed any desire to seek relief. Brief for
Petitioner 20. The statute clearly makes the EEOC the
master of its own case and confers on the agency the author-
ity to evaluate the strength of the public interest at stake.
Absent textual support for a contrary view, it is the pub-
lic agency’s province—not that of the court—to determine
Judicial Business of the United States Courts 2000, Table C–2A (Sept. 30,
2000). These numbers suggest that the EEOC files fewer than two per-
cent of all antidiscrimination claims in federal court. Indeed, even among
the cases where it finds reasonable cause, the EEOC files suit in fewer
than five percent of those cases. Surely permitting the EEOC access to
victim-specific relief in cases where the employee has agreed to binding
arbitration, but has not yet brought a claim in arbitration, will have a
negligible effect on the federal policy favoring arbitration.
Justice Thomas notes that our interpretation of Title VII and the FAA
“should not depend on how many cases the EEOC chooses to prosecute in
any particular year.” See post, at 314, n. 14 (dissenting opinion). And
yet, the dissent predicts our holding will “reduce that arbitration agree-
ment to all but a nullity,” post, at 309, “discourag[e] the use of arbitration
agreements,” post, at 310, and “discourage employers from entering into
settlement agreements,” post, at 312. These claims are highly implausi-
ble given the EEOC’s litigation practice over the past 20 years. When
speculating about the impact this decision might have on the behavior of
employees and employers, we think it is worth recognizing that the EEOC
files suit in less than one percent of the charges filed each year.

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292 EEOC v. WAFFLE HOUSE, INC.
Opinion of the Court
whether public resources should be committed to the recov-
ery of victim-specific relief. And if the agency makes that
determination, the statutory text unambiguously authorizes
it to proceed in a judicial forum.
Respondent and the dissent contend that Title VII sup-
ports the Court of Appeals’ bar against victim-specific relief,
because the statute limits the EEOC’s recovery to “appro-
priate” relief as determined by a court. See Brief for Re-
spondent 19, and n. 8; post, at 301–303 (Thomas, J., dissent-
ing). They rely on § 706(g)(1), which provides that, after a
finding of liability, “the court may enjoin the respondent
from engaging in such unlawful employment practice, and
order such affirmative action as may be appropriate, which
may include, but is not limited to, reinstatement or hiring of
employees, with or without back pay . . . or any other equita-
ble relief as the court deems appropriate.” 42 U. S. C.
§ 2000e–5(g)(1) (1994 ed.) (emphasis added). They claim this
provision limits the remedies available and directs courts,
not the EEOC, to determine what relief is appropriate.
The proposed reading is flawed for two reasons. First,
under the plain language of the statute the term “appro-
priate” refers to only a subcategory of claims for equitable
relief, not damages. The provision authorizing compensa-
tory and punitive damages is in a separate section of the
statute, § 1981a(a)(1), and is not limited by this language.
The dissent responds by pointing to the phrase “may re-
cover” in § 1981a(a)(1), and arguing that this too provides
authority for prohibiting victim-specific relief. See post, at
303, n. 7. But this contention only highlights the second
error in the proposed reading. If “appropriate” and “may
recover” can be read to support respondent’s position, then
any discretionary language would constitute authorization
for judge-made, per se rules. This is not the natural reading
of the text. These terms obviously refer to the trial judge’s
discretion in a particular case to order reinstatement and
award damages in an amount warranted by the facts of that

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293 Cite as: 534 U. S. 279 (2002)
Opinion of the Court
case. They do not permit a court to announce a categorical
rule precluding an expressly authorized form of relief as in-
appropriate in all cases in which the employee has signed an
arbitration agreement.8
The Court of Appeals wisely did not adopt respondent’s
reading of § 706(g). Instead, it simply sought to balance the
policy goals of the FAA against the clear language of Title
VII and the agreement. While this may be a more coherent
approach, it is inconsistent with our recent arbitration cases.
The FAA directs courts to place arbitration agreements on
equal footing with other contracts, but it “does not require
parties to arbitrate when they have not agreed to do so.”
Volt Information Sciences, Inc. v. Board of Trustees of Le-
land Stanford Junior Univ., 489 U. S. 468, 478 (1989).9 See
8 Justice Thomas implicitly recognizes this distinction by qualifying
his description of the courts’ role as determining appropriate relief “in any
given case,” or “in a particular case.” See post, at 301, 303. But the
Court of Appeals’ holding was not so limited. 193 F. 3d 805, 812 (CA4
1999) (holding that the EEOC “may not pursue relief in court . . . specific
to individuals who have waived their right to a judicial forum”).
9 In Volt, the parties to a construction contract agreed to arbitrate all
disputes relating to the contract and specified that California law would
apply. When one party sought to compel arbitration, the other invoked a
California statute that authorizes a court to stay arbitration pending reso-
lution of related litigation with third parties not bound by the agreement
when inconsistent rulings are possible. We concluded that the FAA did
not pre-empt the California statute because “the FAA does not confer a
right to compel arbitration of any dispute at any time; it confers only the
right to obtain an order directing that ‘arbitration proceed in the manner
provided for in [the parties’] agreement.’ ” 489 U. S., at 474–475 (quoting
9 U. S. C. § 4). Similarly, the FAA enables respondent to compel Baker to
arbitrate his claim, but it does not expand the range of claims subject to
arbitration beyond what is provided for in the agreement.
Our decision in Mastrobuono v. Shearson Lehman Hutton, Inc., 514
U. S. 52 (1995), is not inconsistent with this position. In Mastrobuono,
we reiterated that clear contractual language governs our interpretation
of arbitration agreements, but because the choice-of-law provision in that
case was ambiguous, we read the agreement to favor arbitration under
the FAA rules. Id., at 62. While we distinguished Volt on the ground

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294 EEOC v. WAFFLE HOUSE, INC.
Opinion of the Court
also Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388
U. S. 395, 404, n. 12 (1967) (“[T]he purpose of Congress in
1925 was to make arbitration agreements as enforceable as
other contracts, but not more so”). Because the FAA is “at
bottom a policy guaranteeing the enforcement of private con-
tractual arrangements,” Mitsubishi Motors Corp. v. Soler
Chrysler-Plymouth, Inc., 473 U. S. 614, 625 (1985), we look
first to whether the parties agreed to arbitrate a dispute,
not to general policy goals, to determine the scope of the
agreement. Id., at 626. While ambiguities in the language
of the agreement should be resolved in favor of arbitration,
Volt, 489 U. S., at 476, we do not override the clear intent of
the parties, or reach a result inconsistent with the plain text
of the contract, simply because the policy favoring arbitra-
tion is implicated. “Arbitration under the [FAA] is a matter
of consent, not coercion.” Id., at 479. Here there is no am-
biguity. No one asserts that the EEOC is a party to the
contract, or that it agreed to arbitrate its claims. It goes
without saying that a contract cannot bind a nonparty. Ac-
cordingly, the proarbitration policy goals of the FAA do not
require the agency to relinquish its statutory authority if it
has not agreed to do so.
Even if the policy goals underlying the FAA did necessi-
tate some limit on the EEOC’s statutory authority, the line
drawn by the Court of Appeals between injunctive and
victim-specific relief creates an uncomfortable fit with its
avowed purpose of preserving the EEOC’s public function
while favoring arbitration. For that purpose, the category
of victim-specific relief is both overinclusive and under-
inclusive. For example, it is overinclusive because while
that we were reviewing a federal court’s construction of the contract, 514
U. S., at 60, n. 4, regardless of the standard of review, in this case the
Court of Appeals recognized that the EEOC was not bound by the agree-
ment. When that much is clear, Volt and Mastrobuono both direct courts
to respect the terms of the agreement without regard to the federal policy
favoring arbitration.

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Opinion of the Court
punitive damages benefit the individual employee, they also
serve an obvious public function in deterring future viola-
tions. See Newport v. Fact Concerts, Inc., 453 U. S. 247,
266–270 (1981) (“Punitive damages by definition are not in-
tended to compensate the injured party, but rather to punish
the tortfeasor . . . , and to deter him and others from simi-
lar extreme conduct”); Restatement (Second) of Torts § 908
(1977). Punitive damages may often have a greater impact
on the behavior of other employers than the threat of an
injunction, yet the EEOC is precluded from seeking this
form of relief under the Court of Appeals’ compromise
scheme. And, it is underinclusive because injunctive relief,
although seemingly not “victim-specific,” can be seen as
more closely tied to the employees’ injury than to any public
interest. See Occidental, 432 U. S., at 383 (Rehnquist, J.,
dissenting) (“While injunctive relief may appear more ‘broad
based,’ it nonetheless is redress for individuals”).
The compromise solution reached by the Court of Appeals
turns what is effectively a forum selection clause into a
waiver of a nonparty’s statutory remedies. But if the fed-
eral policy favoring arbitration trumps the plain language of
Title VII and the contract, the EEOC should be barred from
pursuing any claim outside the arbitral forum. If not, then
the statutory language is clear; the EEOC has the authority
to pursue victim-specific relief regardless of the forum that
the employer and employee have chosen to resolve their dis-
putes.10 Rather than attempt to split the difference, we are
10 We have held that federal statutory claims may be the subject of arbi-
tration agreements that are enforceable pursuant to the FAA because the
agreement only determines the choice of forum. “In these cases we rec-
ognized that ‘[b]y agreeing to arbitrate a statutory claim, a party does not
forgo the substantive rights afforded by the statute; it only submits to
their resolution in an arbitral, rather than a judicial, forum.’ [Mitsubishi
Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U. S. 614, 628 (1985)].”
Gilmer v. Interstate/Johnson Lane Corp., 500 U. S. 20, 26 (1991). To the
extent the Court of Appeals construed an employee’s agreement to submit
his claims to an arbitral forum as a waiver of the substantive statutory

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296 EEOC v. WAFFLE HOUSE, INC.
Opinion of the Court
persuaded that, pursuant to Title VII and the ADA, when-
ever the EEOC chooses from among the many charges filed
each year to bring an enforcement action in a particular case,
the agency may be seeking to vindicate a public interest, not
simply provide make-whole relief for the employee, even
when it pursues entirely victim-specific relief. To hold oth-
erwise would undermine the detailed enforcement scheme
created by Congress simply to give greater effect to an
agreement between private parties that does not even con-
template the EEOC’s statutory function.11
V
It is true, as respondent and its amici have argued, that
Baker’s conduct may have the effect of limiting the relief
that the EEOC may obtain in court. If, for example, he had
failed to mitigate his damages, or had accepted a monetary
settlement, any recovery by the EEOC would be limited ac-
cordingly. See, e. g., Ford Motor Co. v. EEOC, 458 U. S. 219,
231–232 (1982) (Title VII claimant “forfeits his right to back-
prerogative of the EEOC to enforce those claims for whatever relief and
in whatever forum the EEOC sees fit, the court obscured this crucial dis-
tinction and ran afoul of our precedent.
11 If injunctive relief were the only remedy available, an employee who
signed an arbitration agreement would have little incentive to file a charge
with the EEOC. As a greater percentage of the work force becomes sub-
ject to arbitration agreements as a condition of employment, see Voluntary
Arbitration in Worker Disputes Endorsed by 2 Groups, Wall Street Jour-
nal, June 20, 1997, p. B2 (reporting that the American Arbitration Asso-
ciation estimates “more than 3.5 million employees are covered” by arbi-
tration agreements designating it to administer arbitration proceedings),
the pool of charges from which the EEOC can choose cases that best vindi-
cate the public interest would likely get smaller and become distorted.
We have generally been reluctant to approve rules that may jeopardize
the EEOC’s ability to investigate and select cases from a broad sample of
claims. Cf. EEOC v. Shell Oil Co., 466 U. S. 54, 69 (1984) (“[I]t is crucial
that the Commission’s ability to investigate charges of systemic discrimi-
nation not be impaired”); Occidental Life Ins. Co. of Cal. v. EEOC, 432
U. S. 355, 368 (1977).

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Opinion of the Court
pay if he refuses a job substantially equivalent to the one he
was denied”); EEOC v. Goodyear Aerospace Corp., 813 F. 2d
1539, 1542 (CA9 1987) (employee’s settlement “rendered her
personal claims moot”); EEOC v. U. S. Steel Corp., 921 F. 2d
489, 495 (CA3 1990) (individuals who litigated their own
claims were precluded by res judicata from obtaining indi-
vidual relief in a subsequent EEOC action based on the same
claims). As we have noted, it “goes without saying that the
courts can and should preclude double recovery by an indi-
vidual.” General Telephone, 446 U. S., at 333.
But no question concerning the validity of his claim or the
character of the relief that could be appropriately awarded
in either a judicial or an arbitral forum is presented by
this record. Baker has not sought arbitration of his claim,
nor is there any indication that he has entered into settle-
ment negotiations with respondent. It is an open question
whether a settlement or arbitration judgment would affect
the validity of the EEOC’s claim or the character of relief
the EEOC may seek. The only issue before this Court is
whether the fact that Baker has signed a mandatory arbitra-
tion agreement limits the remedies available to the EEOC.
The text of the relevant statutes provides a clear answer to
that question. They do not authorize the courts to balance
the competing policies of the ADA and the FAA or to
second-guess the agency’s judgment concerning which of the
remedies authorized by law that it shall seek in any given
case.
Moreover, it simply does not follow from the cases holding
that the employee’s conduct may affect the EEOC’s recovery
that the EEOC’s claim is merely derivative. We have recog-
nized several situations in which the EEOC does not stand
in the employee’s shoes. See Occidental, 432 U. S., at 368
(EEOC does not have to comply with state statutes of limita-
tions); General Telephone, 446 U. S., at 326 (EEOC does not
have to satisfy Rule 23 requirements); Gilmer, 500 U. S., at
32 (EEOC is not precluded from seeking classwide and equi-

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298 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
table relief in court on behalf of an employee who signed
an arbitration agreement). And, in this context, the statute
specifically grants the EEOC exclusive authority over the
choice of forum and the prayer for relief once a charge has
been filed. The fact that ordinary principles of res judicata,
mootness, or mitigation may apply to EEOC claims does not
contradict these decisions, nor does it render the EEOC a
proxy for the employee.
The judgment of the Court of Appeals is reversed, and
the case is remanded for further proceedings consistent with
this opinion.
It is so ordered.
Justice Thomas, with whom The Chief Justice and
Justice Scalia join, dissenting.
The Court holds today that the Equal Employment Op-
portunity Commission (EEOC or Commission) may obtain
victim-specific remedies in court on behalf of an employee
who had agreed to arbitrate discrimination claims against
his employer. This decision conflicts with both the Federal
Arbitration Act (FAA), 9 U. S. C. § 1 et seq., and the basic
principle that the EEOC must take a victim of discrimina-
tion as it finds him. Absent explicit statutory authorization
to the contrary, I cannot agree that the EEOC may do on
behalf of an employee that which an employee has agreed
not to do for himself. Accordingly, I would affirm the judg-
ment of the Court of Appeals.
I
Before starting work as a grill operator for respondent
Waffle House, Inc., Eric Scott Baker filled out and signed an
employment application. This application included an arbi-
tration clause providing that “any dispute or claim concern-
ing Applicant’s employment with Waffle House, Inc., or any
subsidiary or Franchisee of Waffle House, Inc., or the terms,

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299 Cite as: 534 U. S. 279 (2002)
Thomas, J., dissenting
conditions or benefits of such employment . . . will be settled
by binding arbitration.” App. 59.
The Court does not dispute that the arbitration agreement
between Waffle House and Baker falls comfortably within
the scope of the FAA, see Circuit City Stores, Inc. v. Adams,
532 U. S. 105 (2001), which provides that “[a] written provi-
sion in . . . a contract evidencing a transaction involving com-
merce to settle by arbitration a controversy thereafter aris-
ing out of such contract or transaction . . . shall be valid,
irrevocable, and enforceable.” 9 U. S. C. § 2. Neither does
the Court contest that claims arising under federal employ-
ment discrimination laws, such as Baker’s claim that Waffle
House discharged him in violation of the Americans with
Disabilities Act of 1990 (ADA), 42 U. S. C. § 12101 et seq.
(1994 ed. and Supp. V), may be subject to compulsory arbi-
tration. See Gilmer v. Interstate/Johnson Lane Corp., 500
U. S. 20, 23 (1991) (holding that a claim arising under the
Age Discrimination in Employment Act of 1967 (ADEA), 29
U. S. C. § 621 et seq. (1994 ed.), may be subject to compulsory
arbitration).1 The Court therefore does not dispute that
1 Admittedly, this case involves a claim under the ADA while Gilmer
addressed compulsory arbitration in the context of the ADEA. Never-
theless, I see no reason why an employee should not be required to abide
by an agreement to arbitrate an ADA claim. In assessing whether Con-
gress has precluded the enforcement of an arbitration agreement with re-
spect to a particular statutory claim, this Court has held that a party
should be held to an arbitration agreement “unless Congress itself has
evinced an intention to preclude a waiver of judicial remedies for the
statutory rights at issue.” Mitsubishi Motors Corp. v. Soler Chrysler-
Plymouth, Inc., 473 U. S. 614, 628 (1985). Here, the text of the ADA does
not suggest that Congress intended for ADA claims to fall outside the
purview of the FAA. Indeed, the ADA expressly encourages the use of
arbitration and other forms of alternative dispute resolution, rather than
litigation, to resolve claims under the statute: “Where appropriate and to
the extent authorized by law, the use of alternative means of dispute reso-
lution, including settlement negotiations, conciliation, facilitation, media-
tion, factfinding, minitrials, and arbitration, is encouraged to resolve dis-
putes arising under this [Act].” 42 U. S. C. § 12212 (1994 ed.).

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300 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
Baker, by signing an arbitration agreement, waived his abil-
ity either to bring an ADA claim against Waffle House in
court or, consequently, to obtain relief for himself in that
forum.
The EEOC, in its complaint, sought to obtain the victim-
specific relief for Baker that he could not seek for himself,
asking a court to make Baker whole by providing reinstate-
ment with backpay and compensatory damages and to pay
Baker punitive damages.2 App. 39–40. In its responses to
interrogatories and directives to produce filed the same day
as its complaint, the EEOC stated unambiguously: “All
amounts recovered from Defendant Employer in this litiga-
tion will be received directly by Mr. Baker based on his
charge of discrimination against Defendant Employer.” Id.,
at 52. The EEOC also admitted that it was “bring[ing] this
action on behalf of Eric Scott Baker.” 3 Id., at 51.
By allowing the EEOC to obtain victim-specific remedies
for Baker, the Court therefore concludes that the EEOC may
do “on behalf of . . . Baker” that which he cannot do for
himself. The Court’s conclusion rests upon the following
premise advanced by the EEOC: An arbitration agreement
between an employer and an employee may not limit the
remedies that the Commission may obtain in court because
2 The EEOC, in its prayer for relief, also requested that the court enjoin
Waffle House from engaging in any discriminatory employment practice
and asked the court to order Waffle House to institute policies, practices,
and programs which would provide equal employment opportunities for
qualified individuals with disabilities, and which would eradicate the effect
of its past and present unlawful employment practices. App. 39. The
Court of Appeals concluded that Baker’s arbitration agreement did not
preclude the EEOC from seeking such broad-based relief, and Waffle
House has not appealed that ruling. See 193 F. 3d 805, 813, n. 3 (CA4
1999).
3 Although the EEOC’s complaint alleged that Waffle House engaged in
“unlawful employment practices,” in violation of § 102(a) of the ADA, 42
U. S. C. § 12112(a) (1994 ed.), it mentioned no instances of discriminatory
conduct on the part of Waffle House other than its discharge of Baker.
App. 38 (emphasis added).

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Thomas, J., dissenting
Title VII “grants the EEOC the right to obtain all statutory
remedies in any action it brings.” 4 Brief for Petitioner 17.
The EEOC contends that “the statute in clear terms author-
izes [it] to obtain all of the listed forms of relief,” referring
to those types of relief set forth in 42 U. S. C. § 2000e–5(g)(1)
(1994 ed.) (including injunctive relief and reinstatement with
backpay) as well as the forms of relief listed in § 1981a(a)(1)
(compensatory and punitive damages). Brief for Petitioner
17–18. Endorsing the EEOC’s position, the Court concludes
that “these statutes unambiguously authorize the EEOC to
obtain the relief that it seeks in its complaint if it can prove
its case against respondent.” Ante, at 287.
The Court’s position, however, is inconsistent with the
relevant statutory provision. For while the EEOC has
the statutory right to bring suit, see § 2000e–5(f)(1), it has
no statutory entitlement to obtain a particular remedy.
Rather, the plain language of § 2000e–5(g)(1) makes clear
that it is a court’s role to decide whether to “enjoin the
respondent . . . , and order such affirmative action as may be
appropriate, which may include, but is not limited to, re-
instatement or hiring of employees, with or without back
pay . . . or any other equitable relief as the court deems
appropriate.” (Emphasis added.) Whether a particular
remedy is “appropriate” in any given case is a question for
a court and not for the EEOC.5 See Albemarle Paper Co.
4 Title I of the ADA expressly incorporates “[t]he powers, remedies, and
procedures set forth in [Title VII].” 42 U. S. C. § 12117(a). That includes
the procedures applicable to enforcement actions as well as the equitable
relief available under § 2000e–5(g).
5 The EEOC also points out that Title VII gives the EEOC, and not an
individual victim of discrimination, the choice of forum when the EEOC
files an enforcement action. See § 2000e–5(f)(3). Since the statute gives
the victim no say in the matter, the EEOC argues that an employee, by
signing an arbitration agreement, should not be able to effectively negate
ex ante the EEOC’s statutory authority to choose the forum in which it
brings suit. Brief for Petitioner 21–23. The Court, wisely, does not rely
heavily on this argument since nothing in the Court of Appeals’ decision

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302 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
v. Moody, 422 U. S. 405, 415–416 (1975) (“The [Title VII]
scheme implicitly recognizes that there may be cases calling
for one remedy but not another, and . . . these choices are,
of course, left in the first instance to the district courts”);
Selgas v. American Airlines, Inc., 104 F. 3d 9, 13, n. 2 (CA1
1997) (“It is clear that in a Title VII case, it is the court
which has discretion to fashion relief comprised of the equi-
table remedies it sees as appropriate, and not the par-
ties which may determine which equitable remedies are
available”).
Had Congress wished to give the EEOC the authority to
determine whether a particular remedy is appropriate under
§ 2000e–5, it clearly knew how to draft language to that
effect. See § 2000e–16(b) (providing that the EEOC shall
have the authority to enforce § 2000e–16(a)’s prohibition of
employment discrimination within federal agencies “through
appropriate remedies, including reinstatement or hiring of
employees with or without back pay, as will effectuate the
policies of this section”). But Congress specifically declined
to grant the EEOC such authority when it empowered the
Commission to bring lawsuits against private employers.
Both the original House version and the original Senate
version of the Equal Employment Opportunity Act of 1972
would have granted the EEOC powers similar to those pos-
sessed by the National Labor Relations Board to adjudicate
a complaint and implement a remedy. See H. R. 1746, 92d
Cong., 1st Sess., § 706(h) (1971), and S. 2515, 92d Cong., 1st
Sess., § 4(h) (1971), reprinted in Legislative History of the
Equal Employment Opportunity Act of 1972, pp. 7–8, 164–
165. These bills were amended, however, once they reached
the floor of both Houses of Congress to replace such “cease-
and-desist” authority with the power only to prosecute an
prevents the EEOC from choosing to file suit in any appropriate judicial
district set forth in § 2000e–5(f)(3). Rather, the Court of Appeals’ holding
only limits the remedies that the EEOC may obtain when it decides to
institute a judicial action. See 193 F. 3d, at 806–807.

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303 Cite as: 534 U. S. 279 (2002)
Thomas, J., dissenting
action in court. See 117 Cong. Rec. 32088–32111 (1971); 118
Cong. Rec. 3965–3979 (1972).
The statutory scheme enacted by Congress thus entitles
neither the EEOC nor an employee, upon filing a lawsuit, to
obtain a particular remedy by establishing that an employer
discriminated in violation of the law.6 In both cases, 42
U. S. C. § 2000e–5(g)(1) governs, and that provision unambig-
uously requires a court to determine what relief is “appro-
priate” in a particular case.7
II
Because Congress has not given the EEOC the authority
to usurp the traditional role of courts to determine what con-
stitutes “appropriate” relief in a given case, it is necessary
to examine whether it would be “appropriate” to allow the
EEOC to obtain victim-specific relief for Baker here, not-
withstanding the fact that Baker, by signing an arbitration
6 The Court, in fact, implicitly admits as much. Contradicting its earlier
assertion that the “statutes unambiguously authorize the EEOC to obtain
the relief that it seeks in its complaint if it can prove its case against
respondent,” ante, at 287 (emphasis added), the Court later concludes that
the statutory scheme gives the trial judge “discretion in a particular case
to order reinstatement and award damages in an amount warranted by
the facts of that case.” Ante, at 292–293.
7 Similarly, the EEOC’s authority to obtain legal remedies is also no
greater than that of an employee acting on his own behalf. Title 42
U. S. C. § 1981a(a)(2), which was enacted as part of the Civil Rights Act of
1991, Pub. L. 102–166, 105 Stat. 1072, provides that the EEOC or an
employee “may recover compensatory and punitive damages” in addition
to the forms of relief authorized by § 2000e–5(g)(1). (Emphasis added.)
Nothing in § 1981a(a), however, alters the fundamental proposition that it
is for the judiciary to determine what relief (of all the relief that plaintiffs
“may recover” under the statute) the particular plaintiff before the court
is entitled to. The statutory language does not purport to grant the
EEOC or an employee the absolute right to obtain damages in every case
of proven discrimination, despite the operation of such legal doctrines as
time bar, accord and satisfaction, or (as in this case) binding agreement
to arbitrate.

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304 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
agreement, has waived his ability to seek such relief on his
own behalf in a judicial forum. For two reasons, I conclude
it is not “appropriate” to allow the EEOC to do on behalf of
Baker that which Baker is precluded from doing for himself.
A
To begin with, when the EEOC litigates to obtain relief
on behalf of a particular employee, the Commission must
take that individual as it finds him. Whether the EEOC or
an employee files a particular lawsuit, the employee is the
ultimate beneficiary of victim-specific relief. The relevance
of the employee’s circumstances therefore does not change
simply because the EEOC, rather than the employee himself,
is litigating the case, and a court must consider these circum-
stances in fashioning an “appropriate” remedy.8
As a result, the EEOC’s ability to obtain relief is often
limited by the actions of an employee on whose behalf the
Commission may wish to bring a lawsuit. If an employee
signs an agreement to waive or settle discrimination claims
against an employer, for example, the EEOC may not re-
cover victim-specific relief on that employee’s behalf. See,
e. g., EEOC v. Cosmair, Inc., 821 F. 2d 1085, 1091 (CA5 1987);
EEOC v. Goodyear Aerospace Corp., 813 F. 2d 1539, 1543
(CA9 1987); see also EEOC: Guidance on Waivers Under the
ADA and Other Civil Rights Laws, EEOC Compliance Man-
ual (BNA) N:2345, N:2347 (Apr. 10, 1997) (hereinafter EEOC
Compliance Manual) (recognizing that a valid waiver or set-
8 I agree with the Court that, in order to determine whether a particular
remedy is “appropriate,” it is necessary to examine the specific facts of
the case at hand. See ante, at 292–293. For this reason, the statutory
scheme does not permit us to announce a categorical rule barring lower
courts from ever awarding a form of relief expressly authorized by the
statute. When the same set of facts arises in different cases, however,
such cases should be adjudicated in a consistent manner. Therefore, this
Court surely may specify particular circumstances under which it would
be inappropriate for trial courts to award certain types of relief, such as
victim-specific remedies.

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305 Cite as: 534 U. S. 279 (2002)
Thomas, J., dissenting
tlement agreement precludes the EEOC from recovering
victim-specific relief for an employee). In addition, an em-
ployee who fails to mitigate his damages limits his ability to
obtain relief, whether he files his own lawsuit or the EEOC
files an action on his behalf. See Ford Motor Co. v. EEOC,
458 U. S. 219, 231–232 (1982). An employee’s unilateral at-
tempt to pursue his own discrimination claim may also limit
the EEOC’s ability to obtain victim-specific relief for that
employee. If a court rejects the merits of a claim in a pri-
vate lawsuit brought by an employee, for example, res judi-
cata bars the EEOC from recovering victim-specific relief on
behalf of that employee in a later action. See, e. g., EEOC
v. Harris Chernin, Inc., 10 F. 3d 1286, 1291 (CA7 1993).
In all of the aforementioned situations, the same general
principle applies: To the extent that the EEOC is seeking
victim-specific relief in court for a particular employee, it is
able to obtain no more relief for that employee than the em-
ployee could recover for himself by bringing his own lawsuit.
The EEOC, therefore, should not be able to obtain victim-
specific relief for Baker in court through its own lawsuit here
when Baker waived his right to seek relief for himself in a
judicial forum by signing an arbitration agreement.
The Court concludes that the EEOC’s claim is not “merely
derivative” of an employee’s claim and argues that “[w]e have
recognized several situations in which the EEOC does not
stand in the employee’s shoes.” Ante, at 297. The Court’s
opinion, however, attacks a straw man because this case does
not turn on whether the EEOC’s “claim” is wholly derivative
of an employee’s “claim.” Like the Court of Appeals below,
I do not question the EEOC’s ability to seek declaratory and
broad-based injunctive relief in a case where a particular em-
ployee, such as Baker, would not be able to pursue such relief
in court. Rather, the dispute here turns on whether the
EEOC’s ability to obtain victim-specific relief is dependent
upon the victim’s ability to obtain such relief for himself.

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306 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
The Court claims that three cases support its argument
that the EEOC’s claim is not “merely derivative” of an
employee’s claim. See Gilmer v. Interstate/Johnson Lane
Corp., 500 U. S., at 24; General Telephone Co. of Northwest
v. EEOC, 446 U. S. 318, 325 (1980); Occidental Life Ins. Co.
of Cal. v. EEOC, 432 U. S. 355, 368 (1977). Once the actual
nature of the dispute is properly understood, however, it is
apparent that these cases do not support the Court’s posi-
tion, for none of them suggests that the EEOC should be
allowed to recover victim-specific relief on behalf of an em-
ployee who has waived his ability to obtain such relief for
himself in court by signing a valid arbitration agreement.
In Gilmer, for example, this Court addressed whether ar-
bitration procedures are inadequate in discrimination cases
because they do not allow for “broad equitable relief and
class actions.” 500 U. S., at 32. Rejecting this argument,
the Court noted that valid arbitration agreements “will not
preclude the EEOC from bringing actions seeking class-wide
and equitable relief.” Ibid. Conspicuously absent from the
Court’s opinion, however, was any suggestion that the EEOC
could obtain victim-specific relief on behalf of an employee
who had signed a valid arbitration agreement. Cf. ibid.
Similarly, in General Telephone, this Court held only that
lawsuits filed by the EEOC should not be considered repre-
sentative actions under Federal Rule of Civil Procedure 23.
In reaching this conclusion, the Court noted that “the EEOC
is not merely a proxy for the victims of discrimination.” 446
U. S., at 326. To be sure, I agree that to the extent the
EEOC seeks broad-based declaratory and equitable relief in
court, the Commission undoubtedly acts both as a repre-
sentative of a specific employee and to “vindicate the public
interest in preventing employment discrimination.” Ibid.
But neither this dual function nor anything in General Tele-
phone detracts from the proposition that when the EEOC
seeks to secure victim-specific relief in court, it may obtain

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307 Cite as: 534 U. S. 279 (2002)
Thomas, J., dissenting
no more relief for an individual than the individual could
obtain for himself.
Even the EEOC recognizes the dual nature of its role.9
See EEOC Compliance Manual N:2346 (citing General Tele-
phone, supra, at 326). In its compliance manual, the EEOC
states that “every charge filed with the EEOC carries two
potential claims for relief: the charging party’s claim for
individual relief, and the EEOC’s claim to ‘vindicate the
public interest in preventing employment discrimination.’ ”
EEOC Compliance Manual N:2346. It is for this reason that
“a private agreement can eliminate an individual’s right to
personal recovery, [but] it cannot interfere with EEOC’s
right to enforce . . . the ADA . . . by seeking relief that will
benefit the public and any victims of an employer’s unlawful
practices who have not validly waived their claims.” Id.,
at N:2347.10
In the final case cited by the Court, Occidental Life Ins.
Co. v. EEOC, this Court held that state statutes of limita-
9 The EEOC has consistently recognized that the Commission repre-
sents individual employees when it files an action in court. In this case,
for instance, the EEOC stated in its answers to interrogatories that it
brought this action “on behalf of Eric Scott Baker.” See Part I, supra.
Moreover, the EEOC has maintained in numerous cases that its attorneys
have an attorney-client relationship with charging parties and their com-
munications with charging parties are therefore privileged. See, e. g.,
EEOC v. Johnson & Higgins Inc., 78 FEP Cases 1127 (SDNY 1998);
EEOC v. McDonnell Douglas Corp., 948 F. Supp. 54 (ED Mo. 1996).
10 This Court has recognized that victim-specific remedies also serve the
public goals of antidiscrimination statutes. See, e. g., McKennon v. Nash-
ville Banner Publishing Co., 513 U. S. 352, 357–358 (1995). Nevertheless,
when the EEOC is seeking such remedies, it is only serving the public
interest to the extent that an employee seeking the same relief for himself
through litigation or arbitration would also be serving the public interest.
It is when the EEOC is seeking broader relief that its unique role in
vindicating the public interest comes to the fore. The Commission’s moti-
vation to secure such relief is likely to be greater than that of an individual
employee, who may be primarily concerned with securing relief only for
himself.

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308 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
tions do not apply to lawsuits brought by the EEOC, because
“[u]nlike the typical litigant against whom a statute of limita-
tions might appropriately run, the EEOC is required by law
to refrain from commencing a civil action until it has dis-
charged its administrative duties.” 432 U. S., at 368. The
Court also noted that the 1-year statute of limitations at
issue in that case “could under some circumstances directly
conflict with the timetable for administrative action ex-
pressly established in the 1972 Act.” Id., at 368–369. Pre-
cluding the EEOC from seeking victim-specific remedies in
court on behalf of an employee who has signed an arbitration
agreement, however, would in no way impede the Commis-
sion from discharging its administrative duties nor would it
directly conflict with any provision of the statute. In fact,
such a result is entirely consistent with the federal policy
underlying the Court’s decision in Occidental: that employ-
ment discrimination claims should be resolved quickly and
out of court. See id., at 368.
B
Not only would it be “inappropriate” for a court to allow
the EEOC to obtain victim-specific relief on behalf of Baker,
to do so in this case would contravene the “liberal federal
policy favoring arbitration agreements” embodied in the
FAA. See Moses H. Cone Memorial Hospital v. Mercury
Constr. Corp., 460 U. S. 1, 24 (1983).
Under the terms of the FAA, Waffle House’s arbitration
agreement with Baker is valid and enforceable. See Part I,
supra. The Court reasons, however, that the FAA is not
implicated in this case because the EEOC was not a party
to the arbitration agreement and “[i]t goes without saying
that a contract cannot bind a nonparty.” Ante, at 294. The
Court’s analysis entirely misses the point. The relevant
question here is not whether the EEOC should be bound by
Baker’s agreement to arbitrate. Rather, it is whether a
court should give effect to the arbitration agreement be-

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309 Cite as: 534 U. S. 279 (2002)
Thomas, J., dissenting
tween Waffle House and Baker or whether it should instead
allow the EEOC to reduce that arbitration agreement to all
but a nullity. I believe that the FAA compels the former
course.11
By allowing the EEOC to pursue victim-specific relief on
behalf of Baker under these circumstances, the Court evis-
cerates Baker’s arbitration agreement with Waffle House and
liberates Baker from the consequences of his agreement.
Waffle House gains nothing and, if anything, will be worse
off in cases where the EEOC brings an enforcement action
should it continue to utilize arbitration agreements in the
future. This is because it will face the prospect of defending
itself in two different forums against two different parties
seeking precisely the same relief. It could face the EEOC
in court and the employee in an arbitral forum.
The Court does not decide here whether an arbitral judg-
ment would “affect the validity of the EEOC’s claim or the
character of relief the EEOC may seek” in court.12 Ante,
at 297. Given the reasoning in the Court’s opinion, however,
the proverbial handwriting is on the wall. If the EEOC in-
deed is “the master of its own case,” ante, at 291, I do not see
how an employee’s independent decision to pursue arbitral
proceedings could affect the validity of the “EEOC’s claim”
11 The Court also reasons that “the FAA enables respondent to compel
Baker to arbitrate his claim, but it does not expand the range of claims
subject to arbitration beyond what is provided for in the agreement.”
Ante, at 293, n. 9. The Court does not explain, however, how the EEOC’s
ADA claim on Baker’s behalf differs in any meaningful respect from
the ADA claim that Baker would have been compelled to submit to
arbitration.
12 In the vast majority of cases, an individual employee’s arbitral pro-
ceeding will be resolved before a parallel court action brought by the
EEOC. See Maltby, Private Justice: Employment Arbitration and Civil
Rights, 30 Colum. Human Rights L. Rev. 29, 55 (1998) (reporting that in
arbitration the average employment discrimination case is resolved in
under nine months while the average employment discrimination case filed
in federal district court is not resolved for almost two years).

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310 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
in court. Should this Court in a later case determine that
an unfavorable arbitral judgment against an employee pre-
cludes the EEOC from seeking similar relief for that em-
ployee in court, then the Court’s jurisprudence will stand for
the following proposition: The EEOC may seek relief for an
employee who has signed an arbitration agreement unless
that employee decides that he would rather abide by his
agreement and arbitrate his claim. Reconciling such a re-
sult with the FAA, however, would seem to be an impossible
task and would make a mockery of the rationale underlying
the Court’s holding here: that the EEOC is “the master of
its own case.” Ante, at 291.
Assuming that the Court means what it says, an arbitral
judgment will not preclude the EEOC’s claim for victim-
specific relief from going forward, and courts will have to
adjust damages awards to avoid double recovery. See ante,
at 297. If an employee, for instance, is able to recover
$20,000 through arbitration and a court later concludes in an
action brought by the EEOC that the employee is actually
entitled to $100,000 in damages, one assumes that a court
would only award the EEOC an additional $80,000 to give to
the employee. Suppose, however, that the situation is re-
versed: An arbitrator awards an employee $100,000, but a
court later determines that the employee is only entitled to
$20,000 in damages. Will the court be required to order the
employee to return $80,000 to his employer? I seriously
doubt it.
The Court’s decision thus places those employers utilizing
arbitration agreements at a serious disadvantage. Their
employees will be allowed two bites at the apple—one in
arbitration and one in litigation conducted by the EEOC—
and will be able to benefit from the more favorable of the
two rulings. This result, however, discourages the use of
arbitration agreements and is thus completely inconsistent
with the policies underlying the FAA.

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311 Cite as: 534 U. S. 279 (2002)
Thomas, J., dissenting
C
While the Court explicitly decides today only “whether the
fact that Baker has signed a mandatory arbitration agree-
ment limits the remedies available to the EEOC,” ibid., its
opinion sets this Court on a path that has no logical or princi-
pled stopping point. For example, if “[t]he statute clearly
makes the EEOC the master of its own case,” ante, at 291,
and the filing of a charge puts the Commission “in command
of the process,” ibid., then it is likely after this decision that
an employee’s decision to enter into a settlement agreement
with his employer no longer will preclude the EEOC from
obtaining relief for that employee in court.
While the Court suggests that ordinary principles of moot-
ness “may apply to EEOC claims,” ante, at 298, this observa-
tion, given the reasoning in the Court’s opinion, seems
largely beside the point. It should go without saying that
mootness principles apply to EEOC claims. For instance, if
the EEOC settles claims with an employer, the Commission
obviously cannot continue to pursue those same claims in
court. An employee’s settlement agreement with an em-
ployer, however, does not “moot” an action brought by the
EEOC nor does it preclude the EEOC from seeking broad-
based relief. Rather, a settlement may only limit the
EEOC’s ability to obtain victim-specific relief for the em-
ployee signing the settlement agreement. See, e. g., Good-
year Aerospace Corp., 813 F. 2d, at 1541–1544.
The real question addressed by the Court’s decision today
is whether an employee can enter into an agreement with an
employer that limits the relief the EEOC may seek in court
on that employee’s behalf. And if, in the Court’s view, an
employee cannot compromise the EEOC’s ability to obtain
particular remedies by signing an arbitration agreement,
then I do not see how an employee may be permitted to do
the exact same thing by signing a settlement agreement.
See Scherk v. Alberto-Culver Co., 417 U. S. 506, 511 (1974)

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312 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
(noting that one purpose of the FAA is to place arbitration
agreements “ ‘upon the same footing as other contracts’ ”
(citation omitted)). The Court’s reasoning, for example,
forecloses the argument that it would be inappropriate under
42 U. S. C. § 2000e–5(g)(1) for a court to award victim-specific
relief in any case where an employee had already settled his
claim. If the statutory provision, according to the Court,
does not “permit a court to announce a categorical rule pre-
cluding an expressly authorized form of relief as inap-
propriate in all cases in which the employee has signed an
arbitration agreement,” then it surely does not “constitute
authorization for [a] judge-made, per se rul[e]” barring the
EEOC from obtaining victim-specific remedies on behalf of
an employee who has signed a valid settlement agreement.
Ante, at 292, 293.
Unfortunately, it is therefore likely that under the logic
of the Court’s opinion the EEOC now will be able to seek
victim-specific relief in court on behalf of employees who
have already settled their claims. Such a result, however,
would contradict this Court’s suggestion in Gilmer that em-
ployment discrimination disputes “can be settled . . . without
any EEOC involvement.” 500 U. S., at 28. More impor-
tantly, it would discourage employers from entering into set-
tlement agreements and thus frustrate Congress’ desire to
expedite relief for victims of discrimination, see Ford Motor
Co. v. EEOC, 458 U. S., at 221; Occidental Life, 432 U. S., at
364–365, and to resolve employment discrimination disputes
out of court. See 42 U. S. C. § 12212 (encouraging alterna-
tive means of dispute resolution, including settlement negoti-
ations, to avoid litigation under the ADA).
III
Rather than allowing the EEOC to undermine a valid and
enforceable arbitration agreement between an employer and
an employee in the manner sanctioned by the Court today,
I would choose a different path. As this Court has stated,

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313 Cite as: 534 U. S. 279 (2002)
Thomas, J., dissenting
courts are “not at liberty to pick and choose among congres-
sional enactments, and when two statutes are capable of co-
existence, it is the duty of the courts, absent a clearly ex-
pressed congressional intention to the contrary, to regard
each as effective.” Pittsburgh & Lake Erie R. Co. v. Rail-
way Labor Executives’ Assn., 491 U. S. 490, 510 (1989). In
this case, I think that the EEOC’s statutory authority to
enforce the ADA can be easily reconciled with the FAA.
Congress has not indicated that the ADA’s enforcement
scheme should be interpreted in a manner that undermines
the FAA. Rather, in two separate places, Congress has spe-
cifically encouraged the use of arbitration to resolve disputes
under the ADA. First, in the ADA itself, Congress stated:
“Where appropriate and to the extent authorized by law,
the use of alternative means of dispute resolution, includ-
ing settlement negotiations, conciliation, facilitation, media-
tion, factfinding, minitrials, and arbitration, is encouraged
to resolve disputes arising under this chapter.” 42 U. S. C.
§ 12212 (emphasis added). Second, Congress used virtually
identical language to encourage the use of arbitration to
resolve disputes under the ADA in the Civil Rights Act of
1991. See Pub. L. 102–166, § 118, 105 Stat. 1081.13
The EEOC contends that these provisions do not apply
to this dispute because the Commission has not signed an
arbitration agreement with Waffle House and the provisions
encourage arbitration “only when the parties have consented
to arbitration.” Reply Brief for Petitioner 17. Remark-
ably, the EEOC at the same time questions whether it even
has the statutory authority to take this step. See Brief
13 This provision states: “Where appropriate and to the extent author-
ized by law, the use of alternative means of dispute resolution, including
settlement negotiations, conciliation, facilitation, mediation, factfinding,
minitrials, and arbitration, is encouraged to resolve disputes arising under
the Acts or provisions of Federal law amended by this title.” Among “the
Acts or provisions of Federal law” amended by the Civil Rights Act of
1991 was the ADA. See Pub. L. 102–166, § 118, 105 Stat. 1081.

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314 EEOC v. WAFFLE HOUSE, INC.
Thomas, J., dissenting
for Petitioner 22, n. 7. As a result, the EEOC’s view seems
to be that Congress has encouraged the use of arbitration
to resolve disputes under the ADA only in situations where
the EEOC does not wish to bring an enforcement action in
court. This limiting principle, however, is nowhere to be
found in § 12212. The use of arbitration to resolve all dis-
putes under the ADA is clearly “authorized by law.” See
Part I, supra. Consequently, I see no indication that Con-
gress intended to grant the EEOC authority to enforce the
ADA in a manner that undermines valid and enforceable
arbitration agreements.14
In the last 20 years, this Court has expanded the reach
and scope of the FAA, holding, for instance, that the statute
applies even to state-law claims in state court and pre-empts
all contrary state statutes. See Allied-Bruce Terminix Cos.
v. Dobson, 513 U. S. 265 (1995); Southland Corp. v. Keating,
465 U. S. 1 (1984). I have not always agreed with this
Court’s jurisprudence in this area, see, e. g., Allied-Bruce,
supra, at 285–297 (Thomas, J., dissenting), but it seems to
me that what’s good for the goose is good for the gander.
The Court should not impose the FAA upon States in the
absence of any indication that Congress intended such a re-
sult, see Southland, supra, at 25–30 (O’Connor, J., dissent-
ing), yet refuse to interpret a federal statute in a manner
14 I do not see the relevance of the Court’s suggestion that its decision
will only “have a negligible effect on the federal policy favoring arbitra-
tion” because the EEOC brings relatively few lawsuits. Ante, at 291, n. 7.
In my view, either the EEOC has been authorized by statute to undermine
valid and enforceable arbitration agreements, such as the one at issue in
this case, or one should read the Commission’s enforcement authority and
the FAA in a harmonious manner. This Court’s jurisprudence and the
proper interpretation of the relevant statutes should not depend on how
many cases the EEOC chooses to prosecute in any particular year.
I simply see no statutory basis for the Court’s implication that the EEOC
has the authority to undermine valid and enforceable arbitration agree-
ments so long as the Commission only opts to interfere with a relatively
limited number of agreements.

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315 Cite as: 534 U. S. 279 (2002)
Thomas, J., dissenting
compatible with the FAA, especially when Congress has ex-
pressly encouraged that claims under that federal statute be
resolved through arbitration.
Given the utter lack of statutory support for the Court’s
holding, I can only conclude that its decision today is rooted
in some notion that employment discrimination claims should
be treated differently from other claims in the context of
arbitration. I had thought, however, that this Court had de-
cisively repudiated that principle in Gilmer. See 500 U. S.,
at 27–28 (holding that arbitration agreements can be en-
forced without contravening the “important social policies”
furthered by the ADEA).
For all of these reasons, I respectfully dissent.