ZF Automotive U. S., Inc. v. Luxshare, Ltd.

P R E L I M I N A R Y P R I N T
Volume 596 U. S. Part 2
Pages 619–638
OFFICIAL REPORTS
OF
T H E S U P R E M E C O U R T
June 13, 2022
REBECCA A. WOMELDORF
reporter of decisions
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Syllabus
ZF AUTOMOTIVE US, INC., et al. v. LUXSHARE, LTD.
certiorari
before judgment to the united states
court of appeals for the sixth circuit
No. 21–401. Argued March 23, 2022—Decided June 13, 2022*
These consolidated cases involve arbitration proceedings abroad for which
a party sought discovery in the United States pursuant to 28 U. S. C.
§ 1782(a)—a provision authorizing a district court to order the produc-
tion of evidence “for use in a proceeding in a foreign or international
tribunal.” In the frst case, Luxshare, Ltd., a Hong Kong-based com-
pany, alleges fraud in a sales transaction with ZF Automotive US, Inc.,
a Michigan-based automotive parts manufacturer and subsidiary of a
German corporation. The sales contract signed by the parties provided
that all disputes would be resolved by three arbitrators under the Arbi-
tration Rules of the German Institution of Arbitration e.V. (DIS), a pri-
vate dispute-resolution organization based in Berlin. To prepare for a
DIS arbitration against ZF, Luxshare fled an application under § 1782
in federal court, seeking information from ZF and its offcers. The Dis-
trict Court granted the request, and ZF moved to quash, arguing that
the DIS panel was not a “foreign or international tribunal” under § 1782.
The District Court denied ZF's motion. The Sixth Circuit denied a
stay.
The second case involves AB bankas SNORAS (Snoras), a failed Lith-
uanian bank declared insolvent and nationalized by Lithuanian authori-
ties. The Fund for Protec ti on of Investors' Rights i n Foreig n
States—a Russian corporation assigned the rights of a Russian investor
in Snoras—initiated a proceeding against Lithuania under a bilateral
investment treaty between Lithuania and Russia, claiming that Lithua-
nia expropriated investments. Relevant here, the treaty establishes a
procedure for resolving “any dispute between one Contracting Party
and [an] investor of the other Contracting Party concerning ” invest-
ments in the frst Contracting Party's territory, and offers parties four
options for dispute resolution. App. to Pet. for Cert. in No. 21–518,
pp. 64a–65a. The Fund chose an ad hoc arbitration in accordance with
Arbitration Rules of the United Nations Commission on International
Trade Law, with each party selecting one arbitrator and those two
*Together with No. 21–518, AlixPartners, LLP, et al. v. Fund for Pro-
tection of Investors' Rights in Foreign States, on certiorari to the United
States Court of Appeals for the Second Circuit.

620 ZF
AUTOMOTIVE US, INC. v. LUXSHARE, LTD.
Syllabus
choosing a third. After initiating arbitration, the Fund fled a § 1782
appl
ication in federal court, seeking information from Simon Freakley,
who was appointed as a temporary administrator of Snoras, and Alix-
Partners, LLP, a New York-based consulting frm where Freakley
serves as CEO. AlixPartners resisted discovery, arguing that the ad
hoc arbitration panel was not a “foreign or international tribunal” under
§ 1782 but instead a private adjudicative body. The District Court re-
jected that argument and granted the Fund's discovery request. The
Second Circuit affrmed.
Held: Only a governmental or intergovernmental adjudicative body consti-
tutes a “foreign or international tribunal” under 28 U. S. C. § 1782, and
the bodies at issue in these cases do not qualify. Pp. 627–638.
(a) Section 1782(a) provides that a district court may order discovery
“for use in a proceeding in a foreign or international tribunal.” Stand-
ing alone, the word “tribunal” can be used either as a synonym for
“court,” in which case it carries a distinctively governmental favor, or
more broadly to refer to any adjudicatory body. While a prior version
of § 1782 covered “any judicial proceeding ” in “any court in a foreign
country,” § 1782 (1958 ed.), Congress later expanded the provision to
cover proceedings in a “foreign or international tribunal.” That shift
created “ `the possibility of U. S. judicial assistance in connection with
administrative and quasi-judicial proceedings abroad.' ” Intel Corp. v.
Advanced Micro Devices, Inc., 542 U. S. 241, 258 (alterations omitted).
But while a “tribunal” thus need not be a formal “court,” read in con-
text—with “tribunal” attached to the modifers “foreign or interna-
tional”—§ 1782's phrase is best understood to refer to an adjudicative
body that exercises governmental authority.
“Foreign tribunal” more naturally refers to a tribunal belonging to a
foreign nation than to a tribunal that is simply located in a foreign na-
tion. And for a tribunal to belong to a foreign nation, the tribunal must
possess sovereign authority conferred by that nation. This reading of
“foreign tribunal” is reinforced by the statutory defaults for discovery
procedure under § 1782, which permit district courts to prescribe the
practice and procedure, “which may be in whole or part the practice
and procedure of the foreign country or the international tribunal.”
§ 1782(a) (emphasis added). The statute thus presumes that a “foreign
tribunal” follows “the practice and procedure of the foreign country.”
That the default discovery procedures for a “foreign tribunal” are gov-
ernmental suggests that the body is governmental too.
Similarly, an “international tribunal” is best understood as one that
involves or is of two or more nations, meaning that those nations have
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imbued the tribunal with offcial power to adjudicate disputes. So un-
derstood,
a “foreign tribunal” is a tribunal imbued with governmen-
tal authority by one nation, and an “international tribunal” is a tri-
buna l i mbued w ith gover nment a l author ity by mu ltiple nati ons.
Pp. 627–631.
(b) Section 1782's focus on governmental and intergovernmental tri-
bunals is confrmed by both the statute's history and a comparison to
the Federal Arbitration Act. From 1855 until 1964, § 1782 and its ante-
cedents covered assistance only to foreign “courts.” Congress estab-
lished the Commission on International Rules of Judicial Procedure, see
§§ 1–2, 72 Stat. 1743, and charged the Commission with improving the
process of judicial assistance, specifying that the “assistance and cooper-
ation” was “between the United States and foreign countries” and that
“the rendering of assistance to foreign courts and quasi-judicial agen-
cies” should be improved. Ibid. (emphasis added). In 1964, Congress
adopted the Commission's proposed legislation, which became the mod-
ern version of § 1782. Interpreting § 1782 to reach only bodies exercis-
ing governmental authority is consistent with Congress' charge to the
Commission. The animating purpose of § 1782 is comity: Permitting
federal courts to assist foreign and international governmental bodies
promotes respect for foreign governments and encourages reciprocal as-
sistance. It is diffcult to see how enlisting district courts to help pri-
vate bodies adjudicating purely private disputes abroad would serve
that end.
Extending § 1782 to include private bodies would also be in signifcant
tension with the FAA, which governs domestic arbitration, because
§ 1782 permits much broader discovery than the FAA allows. In-
terpreting § 1782 to reach private arbitration would therefore create
a not able mismatch between foreig n and domestic arbitrati on.
Pp. 631–633.
(c) The adjudicative bodies in these cases are not governmental or
intergovernmental tribunals that fall within § 1782. The dispute be-
tween Luxshare and ZF involves private parties that agreed in a pri-
vate contract that DIS, a private dispute-resolution organization, would
arbitrate any disputes between them. No government is involved in
creating the DIS panel or prescribing its procedures. Contrary to Lux-
share's suggestion, a commercial arbitral panel like the DIS panel does
not qualify as governmental simply because the law of the country in
which it would sit (here, Germany) governs some aspects of arbitration
and courts play a role in enforcing arbitration agreements.
The ad hoc arbitration panel at issue in the Fund's dispute with Lithu-
ania presents a harder question. A sovereign is on one side of the dis-

622 ZF
AUTOMOTIVE US, INC. v. LUXSHARE, LTD.
Syllabus
pute, and the option to arbitrate is contained in an international treaty
rather
than a private contract. Yet neither Lithuania's presence nor
the treaty's existence is dispositive, because Russia and Lithuania are
free to structure investor-state dispute resolution as they see ft. What
matters is whether the two nations intended to confer governmental
authority on an ad hoc panel formed pursuant to the treaty. See BG
Group plc v. Republic of Argentina, 572 U. S. 25, 37. The treaty offers
a choice of four forums to resolve disputes. The inclusion of courts as
one option for dispute resolution refects Russia and Lithuania's intent
to give investors the choice of bringing their disputes before a pre-
existing governmental body. By contrast, the ad hoc arbitration panel
is not a pre-existing body, but one formed for the purpose of adjudicat-
ing investor-state disputes. Nothing in the treaty refects Russia and
Lithuania's intent that an ad hoc panel exercise governmental authority.
The ad hoc panel has authority because Lithuania and the Fund con-
sented to the arbitration, not because Russia and Lithuania clothed the
panel with governmental authority. Any similarities between the
ad hoc arbitration panel and other adjudicatory bodies from the past
are not dispositive. For purposes of § 1782, the inquiry is whether the
features of the adjudicatory body and other evidence establish the intent
of the relevant nations to imbue the body in question with governmental
authority. Pp. 633–638.
No. 21–401, reversed; No. 21–518, 5 F. 4th 216, reversed.
Barrett, J., delivered the opinion for a unanimous Court.
Roman Martinez argued the cause for petitioners in No.
21–401. With him on the briefs were Tyce R. Walters and
Sean M. Berkowitz. Joseph T. Baio argued the cause for
petitioners in No. 21–518. With him on the briefs was Mark
T. Stancil.
Deputy Solicitor General Kneedler argued the cause for
the United States as amicus curiae supporting petitioners
in both cases. With him on the brief were Solicitor General
Prelogar, Acting Assistant Attorney General Boynton, Jon-
athan C. Bond, and H. Thomas Byron III.
Andrew Rhys Davies argued the cause for respondent in
No. 21–401. With him on the brief were Bradley S. Pensyl
and Patrick W. Pearsall. Alexander A. Yanos argued the
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cause for respondent in No. 21–518. With him on the brief
were
Rajat Rana and Kristen Bromberek.†
Justice Barrett delivered the opinion of the Court.
Congress has long allowed federal courts to assist foreign
or international adjudicative bodies in evidence gathering.
The current statute, 28 U. S. C. § 1782, permits district courts
to order testimony or the production of evidence “for use in
a proceeding in a foreign or international tribunal.” These
consolidated cases require us to decide whether private adju-
dicatory bodies count as “foreign or international tribunals.”
They do not. The statute reaches only governmental or in-
tergovernmental adjudicative bodies, and neither of the arbi-
tral panels involved in these cases fts that bill.
I
Both cases before us involve a party seeking discovery in
the United States for use in arbitration proceedings abroad.
In both, the party seeking discovery invoked § 1782, which
permits a district court to order the production of certain
†Peter B. Rutledge, Daryl Joseffer, Paul Lettow, and Liz Dougherty
fled a brief of amici curiae for the Chamber of Commerce of the United
States of America et al. urging reversal in No. 21–401.
Derek T. Ho fled a brief of amicus curiae for the Institute of Interna-
tional Bankers urging reversal in both cases.
Jonathan B. New fled a brief of amici curiae for George A. Bermann
et al. urging affrmance in both cases.
Briefs of amici curiae were fled in No. 21–401 for Federal Arbitration,
Inc. (FEDARB) by Henry S. Weisburg; for the Halliburton Co. by Jeffrey
S. Bucholtz; for the International Arbitration Center in Tokyo, Japan by
Robert P. Parker; for the International Court of Arbitration of the Inter-
national Chamber of Commerce et al. by Linda H. Martin, Nicholas P. Lin-
gard, and Ekaterina H. Apostolova; for Dr. Xu Guojian et al. by Katherine
Burghardt Kramer and Rongping Wu; for Tamar Meshel et al. by Lisa W.
Bohl and Robert K. Kry; and for Ashish Virmani by Jason Moberly Caruso.
A brief of amicus curiae was fled for Yanbai Andrea Wang by Michael
H. McGinley and Ms. Wang, pro se, in both cases.
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AUTOMOTIVE US, INC. v. LUXSHARE, LTD.
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evidence “for use in a proceeding in a foreign or international
tr
ibunal.” And in both, the party resisting discovery ar-
gued that the arbitral panel at issue did not qualify as a
“foreign or international tribunal” under the statute.
But while these cases present the same threshold legal
question, their factual contexts differ. We discuss each in
turn.
A
The frst case involves an allegation of fraud in a business
deal gone sour. ZF Automotive US, Inc., a Michigan-based
automotive parts manufacturer and subsidiary of a German
corporation, sold two business units to Luxshare, Ltd., a
Hong Kong-based company, for almost a billion dollars.
Luxshare claims that after the deal was done, it discovered
that ZF had concealed information about the business units.
As a result, Luxshare says, it overpaid by hundreds of mil-
lions of dollars.
In the contract governing the sale, the parties had agreed
that all disputes would be “exclusively and fnally settled by
three (3) arbitrators in accordance with the Arbitration
Rules of the German Institution of Arbitration e.V. (DIS).”
App. i n No. 21– 401, p. 93. DIS is a pr ivate dispute-
resolution organization based in Berlin. The agreement,
which is governed by German law, provides that arbitration
take place in Munich and that the arbitration panel be
formed by Luxshare and ZF each choosing one arbitrator
and those two arbitrators choosing a third.
With an eye toward initiating a DIS arbitration against
ZF, Luxshare fled an ex parte application under § 1782 in
the U. S. District Court for the Eastern District of Michigan,
seeking information from ZF and two of its senior offcers.
(Section 1782 allows a party to obtain discovery even in ad-
vance of a proceeding. See Intel Corp. v. Advanced Micro
Devices, Inc., 542 U. S. 241, 259 (2004).) The District Court
granted the request, and Luxshare served subpoenas on ZF
and the offcers.
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ZF moved to quash the subpoenas, arguing (among other
th
ings) that the DIS panel was not a “foreign or interna-
tional tribunal” under § 1782. As ZF acknowledged, how-
ever, Circuit precedent foreclosed that argument. See
Abdul Latif Jameel Transp. Co. v. FedEx Corp., 939 F. 3d
710 (CA6 2019). The District Court ordered ZF to produce
documents and an offcer to sit for a deposition, and the Sixth
Circuit denied ZF's request for a stay.
We granted a stay and certiorari before judgment to re-
solve a split among the Courts of Appeals over whether the
phrase “foreign or international tribunal” in § 1782 includes
private arbitral panels. Compare Servotronics, Inc. v. Boe-
ing Co., 954 F. 3d 209 (CA4 2020); Abdul Latif, 939 F. 3d 710,
with National Broadcasting Co. v. Bear Stearns & Co., 165
F. 3d 184 (CA2 1999); Republic of Kazakhstan v. Bieder-
mann Int'l, 168 F. 3d 880 (CA5 1999); Servotronics, Inc. v.
Rolls-Royce PLC, 975 F. 3d 689 (CA7 2020).
B
The second case began with a dispute between Lithuania
and a disappointed Russian investor in AB bankas SNORAS
(Snoras), a failed Lithuanian bank. After fnding Snoras un-
able to meet its obligations, Lithuania's central bank nation-
alized it and appointed Simon Freakley, currently the CEO
of a New York-based consulting frm called AlixPartners,
LLP, as a temporary administrator. After Freakley issued
a report on Snoras' fnancial status, Lithuanian authorities
commenced bankruptcy proceedings and declared Snoras in-
solvent. The Fund for Protection of Investors' Rights in
Foreign States—a Russian corporation and the assignee of
the Russian investor—claims that Lithuania expropriated
certain investments from Snoras along the way.
The Fund initiated a proceeding against Lithuania under
a bilateral investment treaty between Lithuania and Russia
(titled “Agreement Between the Government of the Russian
Federation and the Government of the Republic of Lithuania
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on the Promotion and Reciprocal Protection of the Invest-
ments”).
App. to Pet. for Cert. in No. 21–518, p. 56a. The
treaty seeks to promote “favourable conditions for invest-
ments made by investors of one Contracting Party in the
territory of the other Contracting Party.” Ibid.
Relevant here, the treaty addresses the procedure for re-
solving “any dispute between one Contracting Party and [an]
investor of the other Contracting Party concerning ” invest-
ments in the frst Contracting Party's territory. Id., at 64a.
It provides that if the parties cannot resolve their dispute
within six months, “the dispute, at the request of either
party and at the choice of an investor, shall be submitted to”
one of four specifed forums. Id., at 64a–65a. The Fund
chose “an ad hoc arbitration in accordance with Arbitration
Rules of the United Nations Commission on International
Trade Law (UNCITRAL),” with each party selecting one
arbitrator and those two choosing a third. Id., at 65a; App.
in No. 21–518, p. 159a. Under the treaty, “[t]he arbitral deci-
sion shall be fnal and binding on both parties of the dispute.”
App. to Pet. for Cert. in No. 21–518, at 65a.
After initiating arbitration, but before the selection of ar-
bitrators, the Fund fled a § 1782 application in the U. S. Dis-
trict Court for the Southern District of New York, seeking
information from Freakley and AlixPartners about Freak-
ley's role as temporary administrator of Snoras. AlixPart-
ners resisted discovery, arguing that the ad hoc arbitration
panel was not a “foreign or international tribunal” under
§ 1782 but instead a private adjudicative body. The District
Court rejected that argument and granted the Fund's dis-
covery request.
The Second Circuit affrmed. Unlike the Sixth Circuit,
the Second Circuit had previously held that a private arbitra-
tion panel does not constitute a “foreign or international tri-
bunal” under § 1782. See National Broadcasting Co., 165
F. 3d 184. But it still had to decide how to classify the
ad hoc panel that would adjudicate the dispute between the

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Fund and Lithuania. After employing a multifactor test to
deter
mine “ `whether the body in question possesses the
functional attributes most commonly associated with private
arbitration,' ” it concluded that the ad hoc panel was “foreign
or international” rather than private. 5 F. 4th 216, 225,
228 (2021).
We granted certiorari and consolidated the two cases.
595 U. S. ––– (2021).
II
We begin with the question whether the phrase “foreign or
international tribunal” in § 1782 includes private adjudicative
bodies or only governmental or intergovernmental bodies.
If the former, all agree that § 1782 permits discovery to pro-
ceed in both cases. If the latter, we must determine
whether the arbitral panels in these cases qualify as govern-
mental or intergovernmental bodies.
A
Section 1782(a) provides:
“The district court of the district in which a person
resides or is found may order him to give his testimony
or statement or to produce a document or other thing for
use in a proceeding in a foreign or international tribunal,
including criminal investigations conducted before for-
mal accusation.”
The key phrase for purposes of this case is “foreign or inter-
national tribunal.”
Standing alone, the word “tribunal” casts little light on the
question. It can be used as a synonym for “court,” in which
case it carries a distinctively governmental favor. See, e. g.,
Black's Law Dictionary 1677 (4th ed. rev. 1968) (“[t]he seat
of a judge” or “a judicial court; the jurisdiction which the
judges exercise”). But it can also be used more broadly to
refer to any adjudicatory body. See, e. g., American Heri-
tage Dictionary 1369 (1969) (“[a]nything having the power of
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determining or judging ”). Here, statutory history indicates
that
Congress used “tribunal” in the broader sense. A prior
version of § 1782 covered “any judicial proceeding ” in “any
court in a foreign country,” 28 U. S. C. § 1782 (1958 ed.), but
in 1964, Congress expanded the provision to cover proceed-
ings in a “foreign or international tribunal.” As we have
previously observed, that shift created “ `the possibility of
U. S. judicial assistance in connection with administrative
and quasi-judicial proceedings abroad.' ” Intel, 542 U. S., at
258 (alterations omitted). So a § 1782 “tribunal” need not
be a formal “court,” and the broad meaning of “tribunal”
does not itself exclude private adjudicatory bodies.
1
If we
had nothing but this single word to go on, there would be a
good case for including private arbitral panels.
This is where context comes in. “Tribunal” does not
stand alone—it belongs to the phrase “foreign or interna-
tional tribunal.” And attached to these modifers, “tribu-
nal” is best understood as an adjudicative body that exercises
governmental authority.
2
Cf. FCC v. AT&T Inc., 562 U. S.
397, 406 (2011) (“[T]wo words together may assume a more
particular meaning than those words in isolation”).
Take “foreign tribunal” frst. Congress could have used
“foreign” in one of two ways here. It could mean something
1
Luxshare argues that commercial arbitral panels are § 1782 tribunals
because they “ft comfortably” under the “quasi-judicial paradigm” from
our decision in Intel. Brief for Respondent in No. 21–401, p. 19. There,
we recognized that the body at issue, the Commission of the European
Communities, was a § 1782 tribunal in part because it was a “frst-instance
decisionmaker” that rendered dispositive rulings reviewable in court.
542 U. S., at 254–255, 258. But we did not purport to establish a test for
what counts as a foreign or international tribunal. The issue before us
now—whether a private arbitral body qualifes as a “foreign or interna-
tional tribunal”—was not before us in Intel. No one there disputed that
the body at issue exercised governmental authority.
2
The parties do not dispute that the bodies at issue are suffciently adju-
dicatory, so we need not precisely defne the outer bounds of § 1782 “tribu-
nals.” The issue here is only whether the statute requires “tribunals” to
be governmental or intergovernmental bodies.
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like “[b]elonging to another nation or country,” which would
suppor
t reading “foreign tribunal” as a governmental body.
Black's Law Dictionary, at 775. Or it could more generally
mean “from” another country, which would sweep in private
adjudicative bodies too. See, e. g., Random House Diction-
ary of the English Language 555 (1966) (“derived from an-
other country or nation; not native”). The frst meaning is
the better ft.
The word “foreign” takes on its more governmental mean-
ing when modifying a word with potential governmental or
sovereign connotations. That is why “foreign” suggests
something different in the phrase “foreign leader” than it
does in “foreign flms.” Brief for Petitioners in No. 21–401,
pp. 20–21; Brief for Respondent in No. 21–401, pp. 7–8. The
phrase “foreign leader” brings to mind “an offcial of a for-
eign state, not a team captain of a European football club.”
Brief for United States as Amicus Curiae 17. So too with
“foreign tribunal.” “Tribunal” is a word with potential gov-
ernmental or sovereign connotations, so “foreign tribunal”
more naturally refers to a tribunal belonging to a foreign
nation than to a tribunal that is simply located in a foreign
nation. And for a tribunal to belong to a foreign nation, the
tribunal must possess sovereign authority conferred by that
nation. See id., at 14–15 (a governmental adjudicator is
“one whose role in deciding the dispute rests on” a “nation's
sovereign authority”).
This reading of “foreign tribunal” is reinforced by the stat-
utory defaults for discovery procedure. In addition to au-
thorizing district courts to order testimony or the production
of evidence, § 1782 permits them to “prescribe the practice
and procedure, which may be in whole or part the practice
and procedure of the foreign country or the international
tribunal, for taking the testimony or statement or producing
the document or other thing.” § 1782(a) (emphasis added).
The reference to the procedure of “the foreign country or the
international tribunal” parallels the authorization for district
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courts to grant discovery for use in a “foreign or interna-
ti
onal tribunal” mentioned just before in § 1782. The stat-
ute thus presumes that a “foreign tribunal” follows “the
practice and procedure of the foreign country.” It is unre-
markable for the statute to presume that a foreign court,
quasi-judicial body, or any other governmental adjudicatory
body follows the practice and procedures prescribed by the
government that conferred authority on it.
3
But that would
be an odd assumption to make about a private adjudicatory
body, which is typically the creature of an agreement be-
tween private parties who prescribe their own rules. See
Stolt-Nielsen S. A. v. AnimalFeeds Int'l Corp., 559 U. S. 662,
683 (2010). That the default discovery procedures for a “for-
eign tribunal” are governmental suggests that the body is
governmental too.
Now for “international tribunal. ” “International” can
mean either (1) involving or of two or more “nations,” or
(2) involving or of two or more “nationalities.” American
Heritage Dictionary, at 685 (“[o]f, relating to, or involving
two or more nations or nationalities”); see also Random
House Dictionary, at 743 (“between or among nations; involv-
ing two or more nations”; “of or pertaining to two or more
nations or their citizens”). The latter defnition is unlikely
in this context because an adjudicative body would be “inter-
national” if it had adjudicators of different nationalities—and
it would be strange for the availability of discovery to turn
on the national origin of the adjudicators. So no party ar-
gues that “international” carries that meaning here. A tri-
bunal is “international” when it involves or is of two or more
nations, meaning that those nations have imbued the tribunal
with offcial power to adjudicate disputes. See Tr. of Oral
Arg. 77 (the United States arguing that “the touchstone” is
3
The provision makes the similarly unremarkable assumption that an
“international tribunal” defaults to the rules on which the relevant na-
tions agreed.
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whether the body is “exercising offcial power on behalf of
the
two governments”).
So understood, “foreign tribunal” and “international tribu-
nal” complement one another; the former is a tribunal im-
bued with governmental authority by one nation, and the
latter is a tribunal imbued with governmental authority by
multiple nations.
B
Section 1782's focus on governmental and intergovernmen-
tal tribunals is confrmed by both the statute's history and a
comparison to the Federal Arbitration Act (FAA), 9 U. S. C.
§ 1 et seq.
From the start, the statute has been about respecting for-
eign nations and the governmental and intergovernmental
bodies they create. From 1855 until 1964, § 1782 and its an-
tecedents covered assistance only to foreign “courts.” See
Act of Mar. 2, 1855, ch. 140, § 2, 10 Stat. 630; Act of Mar. 3,
1863, ch. 95, § 1, 12 Stat. 769; Act of Feb. 27, 1877, ch. 69,
§ 875, 19 Stat. 241; Act of June 25, 1948, ch. 646, § 1782, 62
Stat. 949; 28 U. S. C. § 1782 (1958 ed.). And before 1964, a
separate strand of law covered assistance to “ `any interna-
tional tribunal or commission . . . in which the United States
participate[d] as a party.' ” Act of June 7, 1933, ch. 50, 48
Stat. 117. The process of combining these two statutory
lines began when Congress established the Commission on
International Rules of Judicial Procedure. See Act of Sept.
2, 1958, Pub. L. 85–906, §§ 1–2, 72 Stat. 1743. It charged the
Commission with improving the process of judicial assist-
ance, specifying that the “assistance and cooperation” was
“between the United States and foreign countries” and that
“the rendering of assistance to foreign courts and quasi-
judicial agencies” should be improved. Ibid. (emphasis
added). In 1964, Congress adopted the Commission's pro-
posed legislation, which became the modern version of
§ 1782.
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Interpreting § 1782 to reach only bodies exercising govern-
ment
al authority is consistent with Congress' charge to the
Commission. Seen in light of the statutory history, the
amendment did not signal an expansion from public to pri-
vate bodies, but rather an expansion of the types of public
bodies covered. By broadening the range of governmental
and intergovernmental bodies included in § 1782, Congress
increased the “assistance and cooperation” rendered by the
United States to those nations.
After all, the animating purpose of § 1782 is comity: Per-
mitting federal courts to assist foreign and international gov-
ernmental bodies promotes respect for foreign governments
and encourages reciprocal assistance. It is diffcult to see
how enlisting district courts to help private bodies would
serve that end. Such a broad reading of § 1782 would open
district court doors to any interested person seeking as-
sistance for proceedings before any private adjudicative
body—a category broad enough to include everything from
a commercial arbitration panel to a university's student disci-
plinary tribunal. See Brief for Petitioners in No. 21–401, at
19. Why would Congress lend the resources of district
courts to aid purely private bodies adjudicating purely pri-
vate disputes abroad?
Extending § 1782 to include private bodies would also be
in signifcant tension with the FAA, which governs domestic
arbitration, because § 1782 permits much broader discovery
than the FAA allows. Among other differences, the FAA
permits only the arbitration panel to request discovery, see
9 U. S. C. § 7, while district courts can entertain § 1782 re-
quests from foreign or international tribunals or any “inter-
ested person,” 28 U. S. C. § 1782(a). In addition, prearbitra-
tion discovery is off the table under the FAA but broadly
available under § 1782. See Intel, 542 U. S., at 259 (holding
that discovery is available for use in proceedings “within
reasonable contemplation”). Interpreting § 1782 to reach
prvate arbitration would therefore create a notable mis-
match between foreign and domestic arbitration. And as
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Opinion of the Court
the Seventh Circuit observed, “[i]t's hard to conjure a ration-
a
le for giving parties to private foreign arbitrations such
broad access to federal-court discovery assistance in the
United States while precluding such discovery assistance for
litigants in domestic arbitrations.” Rolls-Royce, 975 F. 3d,
at 695.
***
In sum, we hold that § 1782 requires a “foreign or interna-
tional tribunal” to be governmental or intergovernmental.
Thus, a “foreign tribunal” is one that exercises governmental
authority conferred by a single nation, and an “international
tribunal” is one that exercises governmental authority con-
ferred by two or more nations. Private adjudicatory bodies
do not fall within § 1782.
III
That leaves the question whether the adjudicative bodies
in the cases before us are governmental or intergovernmen-
tal. They are not.
A
Analyzing the status of the arbitral panel involved in Lux-
share's dispute with ZF is straightforward. Private parties
agreed in a private contract that DIS, a private dispute-
resolution organization, would arbitrate any disputes be-
tween them. See Stolt-Nielsen, 559 U. S., at 682 (“[A]n arbi-
trator derives his or her powers from the parties' agreement
to forgo the legal process and submit their disputes to pri-
vate dispute resolution”). By default, DIS panels operate
under DIS rules, just like panels of any other private arbitra-
tion organization operate under private arbitral rules. The
panels are formed by the parties—with each party selecting
one arbitrator and those two arbitrators choosing a third.
No government is involved in creating the DIS panel or pre-
scribing its procedures. This adjudicative body therefore
does not qualify as a governmental body.
Luxshare weakly suggests that a commercial arbitral
panel like the DIS panel qualifes as governmental so long as
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AUTOMOTIVE US, INC. v. LUXSHARE, LTD.
Opinion of the Court
the law of the country in which it would sit (here, Germany)
gover
ns some aspects of arbitration and courts play a role in
enforcing arbitration agreements. See Brief for Respond-
ent in No. 21–401, at 26–27; Boeing, 954 F. 3d, at 213–214.
But private entities do not become governmental because
laws govern them and courts enforce their contracts—that
would erase any distinction between private and governmen-
tal adjudicative bodies. Luxshare's implausibly broad def-
nition of a governmental adjudicative body is nothing but an
attempted end run around § 1782's limit.
B
The ad hoc arbitration panel at issue in the Fund's dispute
with Lithuania presents a harder question. A sovereign is
on one side of the dispute, and the option to arbitrate is con-
tained in an international treaty rather than a private con-
tract. These factors, which the Fund emphasizes, offer
some support for the argument that the ad hoc panel is inter-
governmental. Yet neither Lithuania's presence nor the
treaty's existence is dispositive, because Russia and Lithua-
nia are free to structure investor-state dispute resolution as
they see ft. What matters is the substance of their agree-
ment: Did these two nations intend to confer governmental
authority on an ad hoc panel formed pursuant to the treaty?
See BG Group plc v. Republic of Argentina, 572 U. S. 25, 37
(2014) (“As a general matter, a treaty is a contract, though
between nations,” and “[i]ts interpretation normally is, like
a contract's interpretation, a matter of determining the par-
ties' intent”).
The provision regarding ad hoc arbitration appears in Ar-
ticle 10, which permits an investor to choose one of four
forums to resolve disputes:
“a) [a] competent court or court of arbitration of the Con-
tracting Party in which territory the investments are
made;
“b) the Arbitration Institute of the Stockholm Chamber
of Commerce;

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635
Opinion of the Court
“c) the Court of Arbitration of the International Cham-
ber
of Commerce;
“d) an ad hoc arbitration in accordance with Arbitration
Rules of the United Nations Commission on Interna-
tional Trade Law (UNCITRAL).” App. to Pet. for
Cert. in No. 21–518, at 64a–65a.
The options on this menu vary in form. For example, a
“competent court or court of arbitration of the Contracting
Party” (i. e., the state in which an investor does business) is
clearly governmental; a court “of ” a sovereign belongs to
that sovereign. The inclusion of courts on the list refects
Russia and Lithuania's intent to give investors the choice of
bringing their disputes before a pre-existing governmental
body.
An ad hoc arbitration panel, by contrast, is not a pre-
existing body, but one formed for the purpose of adjudicating
investor-state disputes. And nothing in the treaty refects
Russia and Lithuania's intent that an ad hoc panel exercise
governmental authority. For instance, the treaty does not
itself create the panel; instead, it simply references the set
of rules that govern the panel's formation and procedure if an
investor chooses that forum. In addition, the ad hoc panel
“functions independently” of and is not affliated with either
Lithuania or Russia. 5 F. 4th, at 226. It consists of individ-
uals chosen by the parties and lacking any “offcial affliation
with Lithuania, Russia, or any other governmental or inter-
governmental entity.” Ibid. And it lacks other possible
indicia of a governmental nature. See ibid. (“[T]he panel
receives zero government funding,” “the proceedings . . .
maintain confdentiality,” and the “ `award may be made pub-
lic only with the consent of both parties' ”).
4
4
Comparing Article 10 of the treaty (governing investor-state disputes)
with Article 11 (governing state-to-state disputes) further suggests that
the ad hoc panel under Article 10 is of a nongovernmental nature. Article
11 provides that an unsettled dispute between the countries “shall, upon
the request of either Contracting Party, be submitted to an Arbitral Tribu-
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Indeed, the ad hoc panel at issue in the Fund's dispute
w
ith Lithuania is “materially indistinguishable in form and
function” from the DIS panel resolving the dispute between
ZF and Luxshare. Brief for George A. Bermann et al. as
Amici Curiae 19. In a private arbitration, the panel de-
rives its authority from the parties' consent to arbitrate.
The ad hoc panel in this case derives its authority in essen-
tially the same way. Russia and Lithuania each agreed in
the treaty to submit to ad hoc arbitration if an investor chose
it. The Fund took Lithuania up on that offer by initiating
such an arbitration, thereby triggering the formation of an
ad hoc panel with the authority to resolve the parties' dis-
pute. That authority exists because Lithuania and the Fund
consented to the arbitration, not because Russia and Lithua-
nia clothed the panel with governmental authority. Cf.
Granite Rock Co. v. Teamsters, 561 U. S. 287, 299 (2010)
(“[T]he frst principle that underscores all of our arbitration
decisions” is that “[a]rbitration is strictly `a matter of con-
sent' ”); AT&T Technologies, Inc. v. Communications Work-
ers, 475 U. S. 643, 648–649 (1986) (“[A]rbitrators derive their
authority to resolve disputes only because the parties have
agreed in advance to submit such grievances to arbitration”).
So inclusion in the treaty does not, as the Fund suggests,
automatically render ad hoc arbitration governmental. In-
stead, it refects the countries' choice to offer investors the
potentially appealing option of bringing their disputes to a
private arbitration panel that operates like commercial arbi-
tration panels do. In a treaty designed to attract foreign
nal.” App. to Pet. for Cert. in No. 21–518, p. 65a. Each country is in-
volved in forming that arbitral body and funds its operations. See id.,
at 66a–67a. Article 11 also provides, under some circumstances, for the
countries to invite offcials of the International Court of Justice to appoint
the body's members. Id., at 66a. This refects a higher level of govern-
ment involvement and highlights the absence of such details in Article 10's
ad hoc arbitration option.
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Opinion of the Court
investors by offer ing “favourable conditions for invest-
ments,
” App. to Pet. for Cert. in No. 21–518, at 56a, that
choice makes sense.
None of this forecloses the possibility that sovereigns
might imbue an ad hoc arbitration panel with offcial author-
ity. Governmental and intergovernmental bodies may take
many forms, and we do not attempt to prescribe how they
should be structured. The point is only that a body does
not possess governmental authority just because nations
agree in a treaty to submit to arbitration before it. The
relevant question is whether the nations intended that the
ad hoc panel exercise governmental authority. And here, all
indications are that they did not.
The Fund tries to bolster its case by analogizing to past
adjudicatory bodies: (1) the body at issue in the dispute over
the sinking of the Canadian ship I'm Alone, which derived
from a treaty between the United States and Great Britain;
and (2) the United States-Germany Mixed Claims Commis-
sion. There appears to be broad consensus that these bodies
would qualify as intergovernmental. Ergo, the Fund says,
the ad hoc panel must be intergovernmental too.
This does not follow. It is not dispositive whether an ad-
judicative body shares some features of other bodies that
look governmental. Instead, the inquiry is whether those
features and other evidence establish the intent of the rele-
vant nations to imbue the body in question with governmen-
tal authority. And though we need not decide the status of
the I'm Alone and Mixed Claims commissions, it is worth
noting some differences between the treaties providing for
them and the treaty at issue here. For instance, those treat-
ies specifed that each sovereign would be involved in the
formation of the bodies, and, with respect to the treaty creat-
ing the Mixed Claims Commission in particular, it also speci-
fed where the commission would initially meet, the method
of funding, and that the commissioners could appoint other
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offcers to assist in the proceedings. See Convention Be-
tween
the United States and Great Britain for Prevention of
Smuggling of Intoxicating Liquors, Art. IV, Jan. 23, 1924, 43
Stat. 1761–1762, T. S. No. 685; Agreement Between the
United States and Germany for a Mixed Commission to De-
termine the Amount To Be Paid by Germany in Satisfaction
of Germany's Financial Obligations Under the Treaty Con-
cluded Between the Two Governments on August 25, 1921,
Arts. II, III, IV, V, Aug. 10, 1922, 42 Stat. 2200, T. S. No. 665.
So while there are some similarities between the ad hoc arbi-
tration panel and the I'm Alone and Mixed Claims commis-
sions, there are distinctions too. Thus, even taking the
Fund's argument on its own terms, its analogies are less
helpful than it hopes.
***
In sum, only a governmental or intergovernmental adjudi-
cative body constitutes a “foreign or international tribunal”
under § 1782. Such bodies are those that exercise govern-
mental authority conferred by one nation or multiple nations.
Neither the private commercial arbitral panel in the frst
case nor the ad hoc arbitration panel in the second case quali-
fes. We reverse the order of the District Court in No. 21–
401 denying the motion to quash, and we reverse the judg-
ment of the Court of Appeals in No. 21–518.
It is so ordered.
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Reporter’s Note
The attached opinion has been revised to refect the usual publication
and citation style of the United States Reports. The revised pagination
makes available the offcial United States Reports citation in advance of
publication. The syllabus has been prepared by the Reporter of Decisions
for the convenience of the reader and constitutes no part of the opinion of
the Court. A list of counsel who argued or fled briefs in this case, and
who were members of the bar of this Court at the time this case was
argued, has been inserted following the syllabus. Other revisions may
include adjustments to formatting, captions, citation form, and any errant
punctuation. The following additional edits were made:
None