Flowers Foods, Inc. v. Brock

1
(Slip Opinion) OCTOBER TERM, 2025
Syllabus
NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being done in connection with this case, at the time the opinion is issued.
The syllabus constitutes no part of the opinion of the Court but has been
prepared by the Reporter of Decisions for the convenience of the reader.
See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.
SUPREME COURT OF THE UNITED STATES
Syllabus
FLOWERS FOODS, INC., ET AL. v. BROCK
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
THE TENTH CIRCUIT
No. 24–935. Argued March 25, 2026—Decided May 28, 2026
The Federal Arbitration Act (FAA) requires courts to enforce many pri-
vate arbitration agreements, but it also provides that “nothing” in the
law shall be used to compel arbitration in disputes involving the “con-
tracts of employment” of any class of workers “engaged in . . . inter-
state commerce.” 9 U. S. C. §1. This case poses the question whether
someone can qualify as a worker under the §1 exemption if he never
crosses state lines and never interacts with vehicles that do. Flowers
Foods, Inc., is a large producer of packaged baked goods with bakeries
in 19 States. To get its products to market, the company depends in
part on franchisees who buy the distribution rights to Flowers’s prod-
ucts in specific geographic territories. Angelo Brock is one such fran-
chisee serving the Denver area; he picks up Flowers’s products from a
warehouse in Colorado and delivers them to local stores, all without
leaving the State. In 2022, Brock sued Flowers in federal district court
alleging that the company had underpaid him and other distributors
in violation of various federal and state laws. Flowers moved to compel
arbitration, arguing that the FAA generally requires courts to stay or
dismiss cases when the parties have agreed to resolve their disputes
by arbitration and that Brock had signed a distribution agreement
promising to arbitrate any disagreement. The district court denied
Flowers’s motion, and the Tenth Circuit affirmed. Resting its decision
on 9 U. S. C. §1, the Tenth Circuit reasoned that Brock belonged to a
class of workers engaged in interstate commerce and thus the court
lacked authority to compel arbitration.
Held: A worker who transports goods on an intrastate leg of an interstate
journey can qualify for §1’s exemption without crossing state lines or
interacting with vehicles that do. Pp. 3–8.

2 FLOWERS FOODS, INC. v. BROCK
Syllabus
(a) The statutory text does not support a rule requiring workers to
cross state lines or interact with vehicles that do. When the FAA was
enacted, to “engage” meant to “take part in” something or to be “em-
ploy[ed]” or “involve[d]” in that thing. Black’s Law Dictionary 661.
And “interstate commerce” meant “[t]raffic,” “intercourse,” or “the
transportation of persons or property between or among the several
states . . . or from or between points in one state and points in another
state.” Id., at 1001. Nothing in those terms requires an individual to
cross state lines or interact with a vehicle that does. Interstate com-
merce includes transporting products “between points in one state and
points in another state,” ibid., which involves not just crossing state
lines but intrastate activity too; “a continuous carriage” may begin in
one State and end in another while “much of the journey” takes place
“within the limits of a single state,” Cyclopedic Law Dictionary 548.
And at least sometimes, a person can take part, be employed, or be
involved in that continuous journey without leaving a State or touch-
ing vehicles that do. Pp. 4–5.
(b) Historical precedent supports this interpretation. In The Daniel
Ball, 10 Wall. 557, the Court held that a steamer transporting goods
entirely within Michigan was “engaged in commerce between the
States” because it “was employed in transporting goods destined for
other States, or goods brought from without . . . Michigan.” Id., at 565.
The Court explained that “[t]he fact that several different and inde-
pendent agencies are employed in transporting the commodity, some
acting entirely in one State, and some acting through two or more
States, does in no respect affect the character of the transaction.” Ibid.
Other cases are to similar effect. See, e.g., Rearick v. Pennsylvania,
203 U. S. 507; Rhodes v. Iowa, 170 U. S. 412; Norfolk & Western R. Co.
v. Pennsylvania, 136 U. S. 114. Pp. 5–6.
(c) Flowers’s counterarguments are unavailing. Flowers observes
that the cases above interpreted the Constitution’s Commerce Clause,
not §1 of the FAA. The Court does not suggest that the scope of §1 is
coterminous with the scope of the Commerce Clause as interpreted at
the time of the FAA’s adoption in 1925. However, cases using the same
language as §1, or formulations very close to it, offer probative evi-
dence of what an ordinary person at the time of the FAA’s enactment
would have understood its terms to mean.
Flowers hints at other reasons why Brock might not qualify for §1’s
exemption, including that Flowers conducts its business with Brock
through a distribution agreement with an independently operated
company Brock owns, and that he orders and purchases Flowers’s
goods, taking title to them, before selling them to local stores—facts
that some lower courts have found relevant. However, while Flowers
discusses these facts in passing, it does not ask the Court to decide

3 Cite as: 608 U. S. ___ (2026)
Syllabus
their legal significance, instead venturing all upon one cast by asking
the Court to adopt a bright-line rule that an individual can never qual-
ify for §1’s exemption unless he crosses state lines or interacts with
vehicles that do. The statutory text cannot support such a rule. Pp.
6–8.
121 F. 4th 753, affirmed.
G
ORSUCH, J., delivered the opinion for a unanimous Court.

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1 Cite as: 608 U. S. ____ (2026)
Opinion of the Court
NOTICE: This opinion is subject to formal revision before publication in the
United States Reports. Readers are requested to notify the Reporter of
Decisions, Supreme Court of the United States, Washington, D. C. 20543,
pio@supremecourt.gov, of any typographical or other formal errors.
SUPREME COURT OF THE UNITED STATES
No. 24–935
FLOWERS FOODS, INC., ET AL., PETITIONERS v.
ANGELO BROCK
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE TENTH CIRCUIT
[May 28, 2026]
JUSTICE GORSUCH delivered the opinion of the Court.
The Federal Arbitration Act requires courts to enforce
many private arbitration agreements. But not all. Section
1 of the Act provides that “nothing” in the law shall be used
to compel arbitration in disputes involving the “contracts of
employment” of any class of workers “engaged in . . . inter-
state commerce.” 9 U. S. C. §1. This case is the latest in a
line posing questions about the scope of that exemption.
I
Flowers Foods, Inc., is one of the Nation’s largest produc-
ers of packaged baked goods. Some of its familiar products
include Butterscotch Krimpets, Jumbo Honey Buns, and
Wonder Bread, “which it promotes with a 95-foot-tall hot
air balloon and a parade float called The Wondership.” Bis-
sonnette v. LePage Bakeries Park St., LLC, 601 U. S. 246,
249 (2024). From its bakeries in 19 States, Flowers distrib-
utes its products across the country.
To get its products to market, the company depends in
part on franchisees who “buy the rights to distribute Flow-
ers[’s] products in particular geographic territories.” Ibid.
This case involves one such franchisee, Angelo Brock, who

2 FLOWERS FOODS, INC. v. BROCK
Opinion of the Court
serves the Denver area. Brock picks up Flowers’s products
from a warehouse in Colorado and delivers them to local
stores, all without leaving the State.
In 2022, Brock sued Flowers in federal district court al-
leging that the company had underpaid him and other dis-
tributors in violation of various federal and state laws. In
response, Flowers filed a motion asking the court to send
the dispute to arbitration. In support of its motion, Flowers
observed that the Federal Arbitration Act (FAA) generally
requires courts to stay or dismiss cases when the parties
have agreed to resolve their disputes by arbitration rather
than litigation. And Flowers argued that rule applied here
because Brock had signed a distribution agreement prom-
ising to arbitrate any disagreement that might arise be-
tween himself and Flowers. Ultimately, the district court
denied Flowers’s motion and, in an opinion by Judge Phil-
lips, the Tenth Circuit affirmed.
The Tenth Circuit rested its decision on 9 U. S. C. §1.
While the FAA requires courts to enforce arbitration agree-
ments in many circumstances, §1 contains an exception. It
provides that “nothing” in the statute shall be used to com-
pel arbitration in disputes involving “contracts of employ-
ment of seamen, railroad employees, or any other class of
workers engaged in foreign or interstate commerce.” §1.
Reasoning that Brock belonged to a class of workers en-
gaged in interstate commerce, the court concluded that it
lacked authority to compel the arbitration Flowers sought.
To be sure, the court recognized, Brock does not cross state
lines himself or interact directly with those who do. 121
F. 4th 753, 757–761 (CA10 2024). But, the court held, those
facts were “not dispositive.” Id., at 761. Instead, the court
said, what mattered was that Brock’s “intrastate route
formed a constituent part of the . . . interstate journey” of
Flowers’s goods from out-of-state bakeries to their intended
destinations at retail stores. Id., at 764; see also id., at 766.

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Opinion of the Court
Flowers petitioned for certiorari. In doing so, it asked us
to resolve a single question: whether someone can qualify
as a worker “engaged in . . . interstate commerce” under §1
if he never crosses state lines and never interacts with ve-
hicles that do. Pet. for Cert. i. We agreed to take up that
question. 607 U. S. ___ (2025).
II
In recent years, we have had occasion to address the
scope of §1’s exemption no fewer than three times. In each
case, we have rejected efforts to cabin its reach. First, in
New Prime Inc. v. Oliveira, 586 U. S. 105 (2019), we held
that the “contracts of employment” §1 embraces include
contracts governing independent contractors, not just em-
ployees. Id., at 116. Then, in Southwest Airlines Co. v.
Saxon, 596 U. S. 450 (2022), we held an airline worker who
loaded and unloaded cargo fit within §1’s exemption even
though she did not fly planes or otherwise cross state lines.
Id., at 459, 461. Finally, in Bissonnette, we held that a
worker can fall under §1 whether he is employed in the
“transportation industry” or some other, so long as his work
“play[s] a direct and necessary role in the free flow of goods
across borders.” 601 U. S., at 256 (internal quotation marks
omitted).
Make this case the fourth. Before us, Flowers’s sole the-
ory is that, to be engaged in interstate commerce for pur-
poses of §1, a worker must either cross state lines or inter-
act with a vehicle that does (say, by loading or unloading
the goods it carries). That theory is incorrect. We have al-
ready held in Saxon that §1 does not require workers to
cross state lines. 596 U. S., at 459, 461. Nor, we now add,
does §1 turn on a game of tag with vehicles that do. At least
sometimes, a worker who transports goods on an intrastate
leg of an interstate journey can qualify for §1’s exemption
without satisfying either of those criteria.

4 FLOWERS FOODS, INC. v. BROCK
Opinion of the Court
Start with the statutory text. Section 1’s exemption ap-
plies to “workers engaged in . . . interstate commerce.”
When the FAA was enacted, to “engage” meant to “take part
in” something or to be “employ[ed]” or “involve[d]” in that
thing. Black’s Law Dictionary 661 (3d ed. 1933) (Black’s);
see also Webster’s New International Dictionary 725 (1913)
(“To embark in a business; to take a part; to employ or in-
volve one’s self; to devote attention and effort”). And “inter-
state commerce” meant “[t]raffic,” “intercourse,” or “the
transportation of persons or property between or among the
several states of the Union, or from or between points in one
state and points in another state.” Black’s 1001; see also
Cyclopedic Law Dictionary 548 (2d ed. 1922) (Cyclopedic)
(“A shipment from one state to another under a contract for
continuous carriage is interstate commerce, even as to so
much of the journey as is within the limits of a single
state”).
Nothing in those terms requires an individual to cross
state lines or interact with a vehicle that does. Interstate
commerce includes transporting products “between points
in one state and points in another state.” Black’s 1001.
That involves not just crossing state lines, but intrastate
activity too. Though “a continuous carriage” may begin in
one State and end in another, “much of the journey” can
take place “within the limits of a single state.” Cyclopedic
548. And at least sometimes, a person can “take part,” be
“employ[ed],” or be “involve[d]” in that continuous journey
without leaving a State or touching vehicles that do.
Black’s 661.
Some hypotheticals help illustrate the point. Imagine
Customer A in State A enters a contract to purchase a
truckload of Butterscotch Krimpets from Company B in
State B. Company B makes the Krimpets in State B, but
the contract requires Company B to deliver them to Cus-
tomer A’s headquarters in State A. So, Company B hires a
driver to take the Krimpets from the bakery in State B to

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Opinion of the Court
the headquarters in State A. All agree that the driver in a
case like that is engaged in interstate commerce.
Now imagine instead that Company B hires three drivers
to make the delivery. Driver 1 takes the Krimpets from
Company B’s bakery right up to the border between States
A and B. He then gets out of his truck, unloads pallets of
Krimpets on his side of the border, and drives home. Driver
2 then picks up the Krimpets, drives ten feet across the bor-
der, puts the Krimpets down again, and heads off. Finally,
Driver 3 picks up the Krimpets in State A and delivers them
to Company A’s headquarters. Who was engaged in inter-
state commerce? On Flowers’s account, only Driver 2 would
be—neither Driver 1 nor Driver 3 crossed state lines or
touched a vehicle that had. But that cannot be right. Each
of the drivers played a direct, active, and necessary part in
ensuring the Krimpets got from a point in State B (the bak-
ery) to a point in State A (the headquarters) as the contract
required.
This hypothetical, really, is hardly a hypothetical at all.
This Court confronted similar facts more than 150 years
ago in The Daniel Ball, 10 Wall. 557 (1871). There, a
steamer transporting goods on Grand River operated “en-
tirely within the limits of the State” of Michigan. Id., at
565. The steamer “did not run in connection with, or in con-
tinuation of, any line of vessels or railway leading to other
States,” but “was employed in transporting goods destined
for other States, or goods brought from without the limits
of Michigan and destined to places within that State.” Ibid.
Still, the Court held, the steamer “was engaged in com-
merce between the States.” Ibid. As the Court put it, “[t]he
fact that several different and independent agencies are
employed in transporting the commodity, some acting en-
tirely in one State, and some acting through two or more
States, does in no respect affect the character of the trans-
action.” Ibid. In other words, the steamer was “engaged in”
interstate commerce even though it stayed in Michigan,

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Opinion of the Court
and even though it did not come into direct contact with a
vessel that had crossed state lines.
Other cases are to similar effect. In Rearick v. Pennsyl-
vania, 203 U. S. 507 (1906), we held that a Pennsylvania
salesman who picked up goods shipped from out of state
and delivered them to their final destination was “engaged
in interstate commerce” with no indication that he ever left
Pennsylvania or interacted with vehicles that had. Id., at
510–513. In Rhodes v. Iowa, 170 U. S. 412 (1898), we held
that a railroad agent who moved a package from a train
“platform to [a] freight warehouse” entirely within one
State could, in certain circumstances, be “part of . . . inter-
state commerce transportation.” Id., at 413–414, 426. And
in Norfolk & Western R. Co. v. Pennsylvania, 136 U. S. 114
(1890), we held that an intrastate portion of an interstate
railroad business was “immediately connected with inter-
state commerce.” Id., at 119–120; see also id., at 119 (citing
The Daniel Ball, 10 Wall., at 565). We could go on.
Flowers’s only real answer is to observe that these cases
and others like them interpreted the Constitution’s Com-
merce Clause, not §1 of the FAA. Fair enough. We do not
mean to suggest that the scope of §1 is coterminous with the
scope of the Commerce Clause as it was interpreted at the
time of the FAA’s adoption in 1925. After all, §1 “exempts
from the FAA only contracts of employment of transporta-
tion workers.” Circuit City Stores, Inc. v. Adams, 532 U. S.
105, 119 (2001) (emphasis added). And the statute speaks
of transportation workers “engaged in” interstate com-
merce, while Congress sometimes uses broader terms, like
“affecting” or “involving” interstate commerce, when it
wishes to regulate to the outer bounds of its authority under
the Commerce Clause. Saxon, 596 U. S., at 458 (internal
quotation marks omitted). At the same time, we can hardly
blind ourselves to what this Court’s cases said, both before
and around the time of the FAA’s adoption, about what it
means to be “engaged in commerce between the States.”

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The Daniel Ball, 10 Wall., at 565. We think cases using the
same language as §1, or formulations very close to it, offer
probative evidence of what an ordinary person at the time
of the FAA’s enactment would have understood its terms to
mean.
To be sure, and as Flowers highlights, we have held that
the phrase “engaged in” interstate commerce in §1 denotes
a “direct,” “necessary,” and “activ[e]” role in moving goods
across borders. Saxon, 596 U. S., at 458 (internal quotation
marks omitted). We reaffirm as much today. But we do not
see how any of that dictates the rule Flowers seeks. As the
hypothetical above and cases like The Daniel Ball illus-
trate, individuals can sometimes be direct, necessary, and
active participants in moving goods “from . . . points in one
state” to “points in another state” without crossing state
lines or interacting with vehicles that do. Black’s 1001.
Unable to persuade us that the FAA incorporates its
cross-or-tag rule, Flowers hints at other reasons why Brock
might not qualify for §1’s exemption. Flowers observes, for
example, that it conducts its business with Brock through
a distribution agreement it has with an “independently op-
erated compan[y]” he owns. Brief for Petitioners 9. And,
indeed, some lower courts have found that relevant when
assessing whether a “contract of employment” exists suffi-
cient to trigger §1’s exemption. Compare Fli-Lo Falcon,
LLC v. Amazon.com, Inc., 97 F. 4th 1190, 1197–1198 (CA9
2024) (holding §1 inapplicable to a contract “between two
business entities”), with Silva v. Schmidt Baking Distribu-
tion, LLC, 162 F. 4th 354, 356–357 (CA2 2025) (holding §1
applicable to certain agreements with “single-employee cor-
porations”). Flowers also contends that Brock orders, pur-
chases, and takes title to Flowers’s goods, before selling
them to local stores. Brief for Petitioners 21, 42. And,
again, some lower courts have found facts like those rele-
vant when assessing §1’s reach. See, e.g., Rittmann v. Am-
azon.com, Inc., 971 F. 3d 904, 916 (CA9 2020) (focusing on

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Opinion of the Court
whether a product has reached its “intended destinatio[n]”
under an interstate contract); 121 F. 4th, at 766–767 (con-
sidering title changing hands); Immediato v. Postmates,
Inc., 54 F. 4th 67, 72, 78 (CA1 2022) (holding that intrastate
couriers fulfilling take-out orders made within the State are
not engaged in interstate commerce).
The trouble is that, while Flowers discusses these facts in
passing, it does not ask us to decide their legal significance.
Instead, it ventures all upon one cast, asking us to adopt a
bright-line rule that an individual can never qualify for §1’s
exemption unless he crosses state lines or interacts with ve-
hicles that do. And whatever other limits §1 may or may
not contain, we do not see how the statutory text can sup-
port that one.
*
The judgment of the Tenth Circuit is affirmed.
It is so ordered.