C & L ENTERPRISES, INC. v. CITIZEN BAND POTA- WATOMI INDIAN TRIBE OF OKLAHOMA

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C & L ENTERPRISES, INC. v. CITIZEN BAND POTA-
WATOMI INDIAN TRIBE OF OKLAHOMA
certiorari to the court of civil appeals of oklahoma
No. 00–292. Argued March 19, 2001—Decided April 30, 2001
Respondent, a federally recognized Indian Tribe, proposed and entered
into a standard form construction contract with petitioner C & L Enter-
prises, Inc. (C & L), for the installation of a roof on a Tribe-owned
commercial building in Oklahoma. The property in question lies out-
side the Tribe’s reservation and is not held by the Federal Government
in trust for the Tribe. The contract contains two key provisions.
First, a clause provides that “[a]ll . . . disputes . . . arising out of . . . the
Contract . . . shall be decided by arbitration in accordance with the
Construction Industry Arbitration Rules of the American Arbitration
Association . . . . The award rendered by the arbitrator . . . shall be
final, and judgment may be entered upon it in accordance with applica-
ble law in any court having jurisdiction thereof.” The referenced
American Arbitration Association Rules provide: “Parties to these rules
shall be deemed to have consented that judgment upon the arbitration
award may be entered in any federal or state court having jurisdiction
thereof.” Second, the contract includes a choice-of-law clause that
reads: “The contract shall be governed by the law of the place where
the Project is located.” Oklahoma has adopted a Uniform Arbitration
Act, which instructs that “[t]he making of an agreement . . . providing
for arbitration in this state confers jurisdiction on the court to enforce
the agreement under this act and to enter judgment on an award there-
under.” The Act defines “court” as “any court of competent jurisdiction
of this state.” After execution of the contract but before C & L com-
menced performance, the Tribe decided to change the roofing material
specified in the contract. The Tribe solicited new bids and retained
another company to install the roof. C & L, claiming that the Tribe had
dishonored the contract, submitted an arbitration demand. The Tribe
asserted sovereign immunity and declined to participate in the arbitra-
tion proceeding. It notified the arbitrator, however, that it had several
substantive defenses to C & L’s claim. The arbitrator received evi-
dence and rendered an award in favor of C & L. The contractor filed
suit to enforce the award in the District Court of Oklahoma County, a
state court of general, first instance, jurisdiction. The Tribe appeared
in court for the limited purpose of moving to dismiss the action on the
ground that, as a sovereign, it was immune from suit. The District

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Court denied the motion and entered a judgment confirming the award.
The Oklahoma Court of Civil Appeals affirmed. While the Tribe’s cer-
tiorari petition was pending here, this Court decided Kiowa Tribe of
Okla. v. Manufacturing Technologies, Inc., 523 U. S. 751, holding that
an Indian tribe is not subject to suit in a state court—even for breach
of contract involving off-reservation commercial conduct—unless “Con-
gress has authorized the suit or the tribe has waived its immunity,” id.,
at 754, 760. On remand for reconsideration in light of Kiowa, the Court
of Civil Appeals held that the Tribe here was immune from suit on its
contract with C & L. Although noting that the arbitration agreement
and the contract language as to judicial enforcement seem to indicate
the Tribe’s willingness to expose itself to suit on the contract, the court
concluded that the Tribe had not waived its suit immunity with the
requisite clarity. The court therefore instructed the trial court to dis-
miss the case.
Held: By the clear import of the arbitration clause, the Tribe is amenable
to a state-court suit to enforce an arbitral award in favor of C & L.
Like Kiowa, this case arises out of the breach of a commercial, off-
reservation contract by a federally recognized Indian Tribe. C & L
does not contend that Congress has abrogated tribal immunity in this
setting. The question presented is whether the Tribe has waived its
immunity. To relinquish its immunity, a tribe’s waiver must be “clear.”
Oklahoma Tax Comm’n v. Citizen Band Potawatomi Tribe of Okla.,
498 U. S. 505, 509. The construction contract’s arbitration provision
and related prescriptions lead to the conclusion that the Tribe in this
case has waived its immunity with the requisite clarity. The arbitration
clause requires resolution of all contract-related disputes between the
parties by binding arbitration; ensuing arbitral awards may be reduced
to judgment “in accordance with applicable law in any court having
jurisdiction thereof.” For governance of arbitral proceedings, the
clause specifies American Arbitration Association Rules, under which
“the arbitration award may be entered in any federal or state court
having jurisdiction thereof.” The contract’s choice-of-law clause makes
it plain enough that a “court having jurisdiction” to enforce the award
in question is the Oklahoma state court in which C & L filed suit. By
selecting Oklahoma law (“the law of the place where the Project is lo-
cated”) to govern the contract, the parties have effectively consented to
confirmation of the award “in accordance with” the Oklahoma Uniform
Arbitration Act, which prescribes that, when “an agreement . . . pro-
vid[es] for arbitration in” Oklahoma, jurisdiction to enforce the agree-
ment vests in “any court of competent jurisdiction of this state.” On
any sensible reading of the Act, the District Court of Oklahoma County,

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a local court of general jurisdiction, fits that statutory description.
This Court rejects the Tribe’s contention that an arbitration clause is
not a waiver of immunity from suit, but simply a waiver of the parties’
rights to a court trial of contractual disputes. Under the clause, the
Tribe recognizes, the parties must arbitrate. The clause no doubt me-
morializes the Tribe’s commitment to adhere to the contract’s dispute
resolution regime. That regime has a real world objective; it is not
designed for regulation of a game lacking practical consequences. And
to the real world end, the contract specifically authorizes judicial en-
forcement of the resolution arrived at through arbitration. Also re-
jected is the Tribe’s assertion that a form contract, designed principally
for private parties who have no immunity to waive, cannot establish a
clear waiver of tribal suit immunity. In appropriate cases, this Court
applies the common-law rule of contract interpretation that a court
should construe ambiguous language against the interest of the party
that drafted it. That rule is inapposite here for two evident reasons.
First, the contract is not ambiguous. Second, the Tribe did not find
itself holding the short end of an adhesion contract stick: The Tribe
proposed and prepared the contract; C & L foisted no form on the
Tribe. Pp. 418–423.
Reversed and remanded.
Ginsburg, J., delivered the opinion for a unanimous Court.
John D. Mashburn argued the cause for petitioner. With
him on the briefs was James W. Carlton, Jr.
Gregory S. Coleman, Solicitor General of Texas, argued
the cause for the State of Texas et al. as amici curiae urging
reversal. With him on the brief were John Cornyn, Attor-
ney General, Andy Taylor, First Assistant Attorney Gen-
eral, Rick Thompson, Assistant Solicitor General, and by the
Attorneys General for their respective States as follows: Bill
Pryor of Alabama, Mark Pryor of Arkansas, Carla J. Stovall
of Kansas, Mike Moore of Mississippi, Don Stenberg of Ne-
braska, and Mark Barnett of South Dakota.
Michael Minnis argued the cause for respondent. With
him on the brief were David McCullough and David J.
Bederman.
Gregory G. Garre argued the cause for the United States
as amicus curiae in support of respondent. With him on

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the brief were Solicitor General Waxman, Assistant At-
torney General Schiffer, and Deputy Solicitor General
Kneedler.
Justice Ginsburg delivered the opinion of the Court.
In Kiowa Tribe of Okla. v. Manufacturing Technologies,
Inc., 523 U. S. 751 (1998), this Court held that an Indian tribe
is not subject to suit in a state court—even for breach of
contract involving off-reservation commercial conduct—un-
less “Congress has authorized the suit or the tribe has
waived its immunity.” Id., at 754. This case concerns the
impact of an arbitration agreement on a tribe’s plea of suit
immunity. The document on which the case centers is a
standard form construction contract signed by the parties to
govern the installation of a foam roof on a building, the First
Oklahoma Bank, in Shawnee, Oklahoma. The building and
land are owned by an Indian Tribe, the Citizen Potawatomi
Nation (Tribe). The building is commercial, and the land
is off-reservation, nontrust property. The form contract,
which was proposed by the Tribe and accepted by the con-
tractor, C & L Enterprises, Inc. (C & L), contains an arbitra-
tion clause.
The question presented is whether the Tribe waived its
immunity from suit in state court when it expressly agreed
to arbitrate disputes with C & L relating to the contract, to
the governance of Oklahoma law, and to the enforcement of
arbitral awards “in any court having jurisdiction thereof.”
We hold that, by the clear import of the arbitration clause,
the Tribe is amenable to a state-court suit to enforce an arbi-
tral award in favor of contractor C & L.
I
Respondent Citizen Potawatomi Nation is a federally rec-
ognized Indian Tribe. In 1993, it entered into a contract
with petitioner C & L for the installation of a roof on a Shaw-
nee, Oklahoma, building owned by the Tribe. The building,

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which housed the First Oklahoma Bank, is not on the Tribe’s
reservation or on land held by the Federal Government in
trust for the Tribe.
The contract at issue is a standard form agreement copy-
righted by the American Institute of Architects. The Tribe
proposed the contract; details not set out in the form were
inserted by the Tribe and its architect. Two provisions of
the contract are key to this case. First, the contract con-
tains an arbitration clause:
“All claims or disputes between the Contractor
[C & L] and the Owner [the Tribe] arising out of or relat-
ing to the Contract, or the breach thereof, shall be de-
cided by arbitration in accordance with the Construction
[I]ndustry Arbitration Rules of the American Arbitra-
tion Association currently in effect unless the parties
mutually agree otherwise . . . . The award rendered by
the arbitrator or arbitrators shall be final, and judgment
may be entered upon it in accordance with applicable
law in any court having jurisdiction thereof.” App. to
Pet. for Cert. 46.
The American Arbitration Association Rules to which the
clause refers provide: “Parties to these rules shall be deemed
to have consented that judgment upon the arbitration award
may be entered in any federal or state court having jurisdic-
tion thereof.” American Arbitration Association, Construc-
tion Industry Dispute Resolution Procedures, R–48(c) (Sept.
1, 2000).
Second, the contract includes a choice-of-law clause that
reads: “The contract shall be governed by the law of the
place where the Project is located.” App. to Pet. for Cert.
56. Oklahoma has adopted a Uniform Arbitration Act,
which instructs that “[t]he making of an agreement . . . pro-
viding for arbitration in this state confers jurisdiction on the
court to enforce the agreement under this act and to enter
judgment on an award thereunder.” Okla. Stat., Tit. 15,

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§ 802.B (1993). The Act defines “court” as “any court of
competent jurisdiction of this state.” Ibid.
After execution of the contract but before C & L com-
menced performance, the Tribe decided to change the roofing
material from foam (the material specified in the contract) to
rubber guard. The Tribe solicited new bids and retained
another company to install the roof. C & L, claiming that
the Tribe had dishonored the contract, submitted an arbitra-
tion demand. The Tribe asserted sovereign immunity and
declined to participate in the arbitration proceeding. It no-
tified the arbitrator, however, that it had several substantive
defenses to C & L’s claim. On consideration of C & L’s evi-
dence, the arbitrator rendered an award in favor of C & L
for $25,400 in damages (close to 30% of the contract price),
plus attorney’s fees and costs.
Several weeks later, C & L filed suit to enforce the arbitra-
tion award in the District Court of Oklahoma County, a state
court of general, first instance, jurisdiction. The Tribe ap-
peared specially for the limited purpose of moving to dismiss
the action on the ground that the Tribe was immune from
suit. The District Court denied the motion and entered a
judgment confirming the award.
The Oklahoma Court of Civil Appeals affirmed, holding
that the Tribe lacked immunity because the contract giving
rise to the suit was “between an Indian tribe and a non-
Indian” and was “executed outside of Indian Country.”
App. to Pet. for Cert. 14 (citation omitted). The Oklahoma
Supreme Court denied review, and the Tribe petitioned for
certiorari in this Court.
While the Tribe’s petition was pending here, the Court
decided Kiowa, holding: “Tribes enjoy immunity from suits
on contracts, whether those contracts involve governmental
or commercial activities and whether they were made on or
off a reservation.” 523 U. S., at 760. Kiowa reconfirmed:
“[A]n Indian tribe is subject to suit only where Congress has
authorized the suit or the tribe has waived its immunity.”

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Id., at 754. Thereafter, we granted the Tribe’s petition in
this case, vacated the judgment of the Court of Civil Ap-
peals, and remanded for reconsideration in light of Kiowa.
524 U. S. 901 (1998).
On remand, the Court of Civil Appeals changed course.
It held that, under Kiowa, the Tribe here was immune from
suit on its contract with C & L, despite the contract’s off-
reservation subject matter. App. to Pet. for Cert. 4–5.
The court then addressed whether the Tribe had waived its
immunity. “The agreement of [the] Tribe to arbitration, and
the contract language regarding enforcement in courts hav-
ing jurisdiction,” the court observed, “seem to indicate a
willingness on [the] Tribe’s part to expose itself to suit on
the contract.” Id., at 7. But, the court quickly added, “the
leap from that willingness to a waiver of immunity is one
based on implication, not an unequivocal expression.” Ibid.
Concluding that the Tribe had not waived its suit immunity
with the requisite clarity, the appeals court instructed the
trial court to dismiss the case. The Oklahoma Supreme
Court denied C & L’s petition for review.
Conflicting with the Oklahoma Court of Civil Appeals’ cur-
rent decision, several state and federal courts have held that
an arbitration clause, kin to the one now before us, expressly
waives tribal immunity from a suit arising out of the con-
tract. See Sokaogon Gaming Enterprise Corp. v. Tushie-
Montgomery Associates, Inc., 86 F. 3d 656, 661 (CA7 1996)
(clause requiring arbitration of contractual disputes and au-
thorizing entry of judgment upon arbitral award “in any
court having jurisdiction thereof ” expressly waived Tribe’s
immunity); Native Village of Eyak v. GC Contractors, 658
P. 2d 756 (Alaska 1983) (same); Val/Del, Inc. v. Superior
Court, 145 Ariz. 558, 703 P. 2d 502 (Ct. App. 1985) (same).
But cf. Pan American Co. v. Sycuan Band of Mission Indi-
ans, 884 F. 2d 416 (CA9 1989) (clause requiring arbitration of
contractual disputes did not expressly waive Tribe’s immu-

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nity). We granted certiorari to resolve this conflict, 531
U. S. 956 (2000), and now reverse.
II
Kiowa, in which we reaffirmed the doctrine of tribal im-
munity, involved an off-reservation, commercial agreement (a
stock purchase) by a federally recognized Tribe. The Tribe
signed a promissory note agreeing to pay the seller $285,000
plus interest. The note recited: “Nothing in this Note
subjects or limits the sovereign rights of the Kiowa Tribe
of Oklahoma.” 523 U. S., at 753–754. The Tribe defaulted,
the seller sued on the note in state court, and the Tribe as-
serted sovereign immunity. We upheld the plea. Tribal
immunity, we ruled in Kiowa, extends to suits on off-
reservation commercial contracts. Id., at 754–760. The
Kiowa Tribe was immune from suit for defaulting on the
promissory note, we held, because “Congress ha[d] not abro-
gated [the Tribe’s] immunity, nor ha[d] petitioner waived it.”
Id., at 760.
Like Kiowa, this case arises out of the breach of a commer-
cial, off-reservation contract by a federally recognized Indian
Tribe. The petitioning contractor, C & L, does not contend
that Congress has abrogated tribal immunity in this setting.
The question presented is whether the Tribe has waived its
immunity.
To abrogate tribal immunity, Congress must “unequivo-
cally” express that purpose. Santa Clara Pueblo v. Marti-
nez, 436 U. S. 49, 58 (1978) (citing United States v. Testan,
424 U. S. 392, 399 (1976)). Similarly, to relinquish its im-
munity, a tribe’s waiver must be “clear.” Oklahoma Tax
Comm’n v. Citizen Band Potawatomi Tribe of Okla., 498
U. S. 505, 509 (1991). We are satisfied that the Tribe in this
case has waived, with the requisite clarity, immunity from
the suit C & L brought to enforce its arbitration award.
The construction contract’s provision for arbitration and
related prescriptions lead us to this conclusion. The arbitra-

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tion clause requires resolution of all contract-related dis-
putes between C & L and the Tribe by binding arbitration;
ensuing arbitral awards may be reduced to judgment “in ac-
cordance with applicable law in any court having jurisdiction
thereof.” App. to Pet. for Cert. 46. For governance of ar-
bitral proceedings, the arbitration clause specifies American
Arbitration Association Rules for the construction industry,
ibid., and under those Rules, “the arbitration award may be
entered in any federal or state court having jurisdiction
thereof,” American Arbitration Association, Construction
Industry Dispute Resolution Procedures, R–48(c) (Sept. 1,
2000).
The contract’s choice-of-law clause makes it plain enough
that a “court having jurisdiction” to enforce the award in
question is the Oklahoma state court in which C & L filed
suit. By selecting Oklahoma law (“the law of the place
where the Project is located”) to govern the contract, App.
to Pet. for Cert. 56, the parties have effectively consented to
confirmation of the award “in accordance with” the Okla-
homa Uniform Arbitration Act, id., at 46 (“judgment may
be entered upon [the arbitration award] in accordance with
applicable law”); Okla. Stat., Tit. 15, § 802.A (1993) (“This act
shall apply to . . . a provision in a written contract to submit
to arbitration any controversy thereafter arising between
the parties.”).1
The Uniform Act in force in Oklahoma prescribes that,
when “an agreement . . . provid[es] for arbitration in this
state,” i. e., in Oklahoma, jurisdiction to enforce the agree-
ment vests in “any court of competent jurisdiction of this
1 The United States, as amicus supporting the Tribe, urges us to remain
within the “four corners of the contract” and refrain from reliance on “sec-
ondary sources.” Brief for United States as Amicus Curiae 19, and n. 7.
The American Arbitration Association Rules and the Uniform Arbitration
Act, however, are not secondary interpretive aides that supplement our
reading of the contract; they are prescriptions incorporated by the express
terms of the agreement itself.

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state.” § 802.B. On any sensible reading of the Act, the
District Court of Oklahoma County, a local court of general
jurisdiction, fits that statutory description.2
In sum, the Tribe agreed, by express contract, to adhere
to certain dispute resolution procedures. In fact, the Tribe
itself tendered the contract calling for those procedures.
The regime to which the Tribe subscribed includes entry of
judgment upon an arbitration award in accordance with the
Oklahoma Uniform Arbitration Act. That Act concerns
arbitration in Oklahoma and correspondingly designates as
enforcement forums “court[s] of competent jurisdiction of
[Oklahoma].” Ibid. C & L selected for its enforcement suit
just such a forum. In a case involving an arbitration clause
essentially indistinguishable from the one to which the Tribe
and C & L agreed, the Seventh Circuit stated:
“There is nothing ambiguous about th[e] language [of the
arbitration clause]. The tribe agrees to submit disputes
arising under the contract to arbitration, to be bound by
the arbitration award, and to have its submission and
the award enforced in a court of law.
. . . . .
. . . “The [tribal immunity] waiver . . . is implicit rather
than explicit only if a waiver of sovereign immunity, to
be deemed explicit, must use the words ‘sovereign im-
munity.’ No case has ever held that.” Sokaogon, 86
F. 3d, at 659–660.
2 The United States argues that the Oklahoma Uniform Arbitration Act
is inapplicable in this case because it does not reach all arbitrations prop-
erly held in Oklahoma, but only those in which the agreement explicitly
“provide[s] for arbitration in [Oklahoma].” Tr. of Oral Arg. 47–48 (refer-
ring to § 802.B). No Oklahoma authority is cited for this constricted read-
ing of an Act that expressly “appl[ies] to . . . a provision in a written
contract to submit to arbitration any controversy thereafter arising be-
tween the parties.” § 802.A. We decline to attribute to the Oklahoma
lawmakers and interpreters a construction that so severely shrinks the
Act’s domain.

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That cogent observation holds as well for the case we
confront.3
The Tribe strenuously urges, however, that an arbitration
clause simply “is not a waiver of immunity from suit.” Brief
for Respondent 13. The phrase in the clause providing for
enforcement of arbitration awards “in any court having ju-
risdiction thereof,” the Tribe maintains, “begs the question
of what court has jurisdiction.” Id., at 22. As counsel for
the Tribe clarified at oral argument, the Tribe’s answer is
“no court,” on earth or even on the moon. Tr. of Oral Arg.
32–33. No court—federal, state, or even tribal—has juris-
diction over C & L’s suit, the Tribe insists, because it has
not expressly waived its sovereign immunity in any judicial
forum. Ibid.; cf. Sokaogon, 86 F. 3d, at 660 (facing a similar
argument, Seventh Circuit gleaned that counsel meant only
a statement to this effect will do: “The tribe will not assert
the defense of sovereign immunity if sued for breach of
contract.”).4
3 Instructive here is the law governing waivers of immunity by foreign
sovereigns. Cf. Kiowa Tribe of Okla. v. Manufacturing Technologies,
Inc., 523 U. S. 751, 759 (1998) (“In considering Congress’ role in reform-
ing tribal immunity, we find instructive the problems of sovereign immu-
nity for foreign countries.”). “Under the law of the United States . . .
an agreement to arbitrate is a waiver of immunity from jurisdiction in
. . . an action to enforce an arbitral award rendered pursuant to the
agreement . . . .” Restatement (Third) of the Foreign Relations Law of
the United States § 456(2)(b)(ii) (1987).
4 Relying on our state sovereign immunity jurisprudence, the United
States maintains that “courts must be especially reluctant to construe
ambiguous expressions as consent by a Tribe to be sued in state court.”
Brief for United States as Amicus Curiae 23; see also id., at 25 (arguing
that a State’s generalized consent to suit, without an express selection of
the forum in which suit may proceed, “should be construed narrowly as
the State’s consent to be sued in its own courts of competent jurisdiction,
and not its consent to be subjected to suits in another sovereign’s courts”)
(citing, e. g., Kennecott Copper Corp. v. State Tax Comm’n, 327 U. S. 573
(1946) (State statute authorizing suits against State in “any court of com-
petent jurisdiction” did not waive State’s immunity from suit in federal
court)). But in this case, as we explained supra, at 419–420, the Tribe
has plainly consented to suit in Oklahoma state court. We therefore have

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Instead of waiving suit immunity in any court, the Tribe
argues, the arbitration clause waives simply and only the
parties’ rights to a court trial of contractual disputes; under
the clause, the Tribe recognizes, the parties must instead
arbitrate. Brief for Respondent 21 (“An arbitration clause
is what it is: a clause submitting contractual disputes to arbi-
tration.”). The clause no doubt memorializes the Tribe’s
commitment to adhere to the contract’s dispute resolution
regime. That regime has a real world objective; it is not
designed for regulation of a game lacking practical conse-
quences. And to the real world end, the contract specifi-
cally authorizes judicial enforcement of the resolution ar-
rived at through arbitration. See Eyak, 658 P. 2d, at 760
(“[W]e believe it is clear that any dispute arising from a con-
tract cannot be resolved by arbitration, as specified in the
contract, if one of the parties intends to assert the defense
of sovereign immunity. . . . The arbitration clause . . . would
be meaningless if it did not constitute a waiver of whatever
immunity [the Tribe] possessed.”); Val/Del, 145 Ariz., at 565,
703 P. 2d, at 509 (because the Tribe has “agree[d] that any
dispute would be arbitrated and the result entered as a judg-
ment in a court of competent jurisdiction, we find that there
was an express waiver of the tribe’s sovereign immunity”);
cf. Rosebud Sioux Tribe v. Val-U Constr. Co., 50 F. 3d 560,
562 (CA8 1995) (agreement to arbitrate contractual disputes
did not contain provision for court enforcement; court none-
theless observed that “disputes could not be resolved by ar-
bitration if one party intended to assert sovereign immunity
as a defense”).5
no occasion to decide whether parallel principles govern state and tribal
waivers of immunity.
5 The Tribe’s apparent concession—that the arbitration clause embodies
the parties’ agreement to resolve disputes through arbitration—is not alto-
gether consistent with the Tribe’s refusal to participate in the arbitration
proceedings.

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The Tribe also asserts that a form contract, designed prin-
cipally for private parties who have no immunity to waive,
cannot establish a clear waiver of tribal suit immunity.
Brief for Respondent 20; Tr. of Oral Arg. 27–28. In appro-
priate cases, we apply “the common-law rule of contract in-
terpretation that a court should construe ambiguous lan-
guage against the interest of the party that drafted it.”
Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U. S.
52, 62 (1995) (construing form contract containing arbitration
clause). That rule, however, is inapposite here. The con-
tract, as we have explained, is not ambiguous. Nor did the
Tribe find itself holding the short end of an adhesion contract
stick: The Tribe proposed and prepared the contract; C & L
foisted no form on a quiescent Tribe. Cf. United States v.
Bankers Ins. Co., 245 F. 3d 315, 319–320 (CA4 2001) (where
federal agency prepared agreement, including its arbitration
provision, sovereign immunity does not shield the agency
from engaging in the arbitration process).6
* * *
For the reasons stated, we conclude that under the agree-
ment the Tribe proposed and signed, the Tribe clearly con-
sented to arbitration and to the enforcement of arbitral
awards in Oklahoma state court; the Tribe thereby waived
its sovereign immunity from C & L’s suit. The judgment of
the Oklahoma Court of Civil Appeals is therefore reversed,
and the case is remanded for further proceedings not incon-
sistent with this opinion.
It is so ordered.
6 The Tribe alternatively urges affirmance on the grounds that the con-
tract is void under 25 U. S. C. § 81 and that the members of the Tribe who
executed the contract lacked the authority to do so on the Tribe’s behalf.
These issues were not aired in the Oklahoma courts and are not within
the scope of the questions on which we granted review. We therefore
decline to address them.