Coinbase v. Suski

P R E L I M I N A R Y P R I N T
Volume 602 U. S. Part 1
Pages 143–153
OFFICIAL REPORTS
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T H E S U P R E M E C O U R T
May 23, 2024
REBECCA A. WOMELDORF
reporter of decisions
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OCTOBER
TERM, 2023
143
Syllabus
COINBASE, INC. v. SUSKI et al.
certiorari
to the united states court of appeals for
the ninth circuit
No. 23–3. Argued February 28, 2024—Decided May 23, 2024
The dispute here involves a confict between two contracts executed by
petitioner Coinbase, Inc., operator of a cryptocurrency exchange plat-
form, and respondents, who use Coinbase. The frst contract—the
Coinbase User Agreement that respondents agreed to when they cre-
ated their accounts—contains an arbitration provision with a delegation
clause. Per this provision, an arbitrator must decide all disputes under
the contract, including whether a given disagreement is arbitrable.
The second contract—the Offcial Rules for a promotional sweepstakes
respondents entered—contains a forum selection clause providing that
California courts “shall have sole jurisdiction of any controversies re-
garding the [sweepstakes] promotion.” Respondents ultimately fled a
class action in the U. S. District Court for the Northern District of Cali-
fornia, alleging that the sweepstakes violated various California laws.
Coinbase moved to compel arbitration based on the User Agreement's
delegation clause. The District Court determined that the Offcial
Rules' forum selection clause controlled the parties' dispute and accord-
ingly denied the motion. The Ninth Circuit affrmed.
Held: Where parties have agreed to two contracts—one sending arbitra-
bility disputes to arbitration, and the other either explicitly or implicitly
sending arbitrability disputes to the courts—a court must decide which
contract governs. Pp. 147–152.
(a) The Federal Arbitration Act “refects the fundamental principle
that arbitration is a matter of contract.” Rent-A-Center, West, Inc. v.
Jackson, 561 U. S. 63, 67. Given that arbitration agreements are simply
contracts, the frst question in any arbitration dispute must be: What
have these parties agreed to? Parties can form multiple levels of
agreements concerning arbitration, and thus can have different kinds of
disputes. At a basic level, parties can agree to send the merits of a
dispute to an arbitrator. The merits of a dispute is a frst-order disagree-
ment. The parties may also have a second-order dispute—“whether they
agreed to arbitrate the merits”—as well as a third-order dispute—“who
should have the primary power to decide the second matter.” First
Options of Chicago, Inc. v. Kaplan, 514 U. S. 938, 942. Pp. 147–149.
(b) This case involves a fourth kind of dispute: What happens if par-
ties have multiple agreements that evidence a confict over the answer

144 COINB
ASE, INC. v. SUSKI
Syllabus
to the third-order question of who decides arbitrability? That question
can
be answered as to these parties only by determining which contract
applies. Homing in on the confict between the delegation clause in the
frst contract and the forum selection clause in the second, the question
becomes whether the parties agreed to send the given dispute to arbi-
tration. And that question must be answered by a court.
Coinbase asks the Court to revisit the Ninth Circuit's bottom-line
conclusion below, but its arguments are unpersuasive. First, Coinbase
argues that the Ninth Circuit should have applied the so-called sever-
ability principle—under which “an arbitration [or delegation] provision
is severable from the remainder of the contract,” Buckeye Check Cash-
ing, Inc. v. Cardegna, 546 U. S. 440, 445–446—and considered only argu-
ments specifc to the User Agreement's delegation provision. But the
severability rule does not require that a party challenge only the arbitra-
tion or delegation provision. Rather, where a challenge applies “equally”
to the whole contract and to an arbitration or delegation provision, a
court must address that challenge. Rent-A-Center, 561 U. S., at 71.
Coinbase next contends that, as a matter of California state law, the
Ninth Circuit erroneously held that the Offcial Rules' forum selection
clause superseded the User Agreement's delegation provision. That
issue is outside the scope of the question presented, and the Court does
not address it.
Finally, the Court does not believe its ruling here will invite chaos
by facilitating challenges to delegation clauses. Regardless, where the
parties have agreed to two contracts, a court must decide which contract
governs. To hold otherwise would be to impermissibly elevate a dele-
gation provision over other forms of contract. See ibid. Pp. 149–152.
55 F. 4th 1227, affrmed.
Jackson, J., delivered the opinion for a unanimous Court. Gorsuch,
J., fled a concurring opinion, post, p. 152.
Jessica L. Ellsworth argued the cause for petitioner.
With her on the briefs were Neal Kumar Katyal, Nathaniel
A. G. Zelinsky, Kathleen Hartnett, and Bethany Lobo.
David J. Harris, Jr., argued the cause for respondents.
With him on the briefs was Gerilyn R. Harris.*
*Briefs of amici curiae urging reversal were fled for the Atlantic Legal
Foundation by Lawrence S. Ebner, Felix Shafr, John F. Querio, and Scott
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as: 602 U. S. 143 (2024)
145
Opinion of the Court
Justice Jackson delivered the opinion of the Court.
The
parties in this case executed two contracts. The frst
contained an arbitration provision with a delegation clause;
per that provision, an arbitrator must decide all disputes
under the contract, including whether a given disagreement
is arbitrable. The second contract contained a forum selec-
tion clause, providing that all disputes related to that con-
tract must be decided in California courts. Coinbase insists
that the frst contract's delegation clause established the
terms by which all subsequent disputes were to be resolved,
so the arbitrability of a contract-related dispute between
these parties is a matter for the arbitrator to decide. But
respondents maintain—and the Ninth Circuit held—that the
second contract's forum selection clause superseded that
prior agreement. This case thus presents the following
question: When two such contracts exist, who decides the
arbitrability of a contract-related dispute between the par-
ties—an arbitrator or the court?
Basic legal principles establish the answer. Arbitration is
a matter of contract and consent, and we have long held
that disputes are subject to arbitration if, and only if, the
parties actually agreed to arbitrate those disputes. Here,
then, before either the delegation provision or the forum
selection clause can be enforced, a court needs to decide
what the parties have agreed to—i. e., which contract con-
trols. Accordingly, we affrm the judgment of the Ninth
Circuit.
P. Dixler; for the Chamber of Commerce of the United States of America
et al. by Andrew J. Pincus, Archis A. Parasharami, Daniel E. Jones,
Jennifer B. Dickey, Jonathan D. Urick, Thomas Pinder, and Anastasia
P. Boden; and for Anthony Michael Sabino, pro se.
Briefs of amici curiae urging affrmance were fled for the American
Association for Justice by Robert S. Peck, Sean Domnick, and Jeffrey R.
White; for Legal Scholars by Glenn E. Chappell, Hassan A. Zavareei, and
Spencer S. Hughes; and for Public Citizen by Scott L. Nelson and Allison
M. Zieve.
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146 COINB
ASE, INC. v. SUSKI
Opinion of the Court
I
Coi
nbase, Inc., operates a cryptocurrency exchange plat-
form. Respondents are users of Coinbase. To buy and sell
cryptocurrency on the platform, users create accounts.
The frst relevant contract is the Coinbase User Agree-
ment that respondents agreed to when they created their
accounts. The User Agreement contains a provision that
the contract calls the Arbitration Agreement. 1 App. 218.
The Arbitration Agreement includes a delegation clause:
“This Arbitration Agreement includes, without limita-
tion, disputes arising out of or related to the interpreta-
tion or application of the Arbitration Agreement, includ-
ing the enforceability, revocability, scope, or validity of
the Arbitration Agreement or any portion of the Arbi-
tration Agreement. All such matters shall be decided
by an arbitrator and not by a court or judge.” Ibid.
(emphasis added).
Respondents each agreed to the User Agreement, com-
plete with the above-quoted arbitration language. If that
were the only contract at issue, we would not be deciding
this case, since the Arbitration Agreement quite clearly
sends to arbitration disputes between Coinbase and its users,
including disputes about arbitrability.
These parties, though, agreed to a second contract. Coin-
base offered a sweepstakes that users could enter for a
chance to win a cryptocurrency called Dogecoin. Respond-
ents each submitted entries in June 2021, and in doing so,
agreed to the Offcial Rules of the sweepstakes. Unlike the
User Agreement, the Offcial Rules contained a forum selec-
tion clause, which provided:
“The California courts (state and federal) shall have sole
jurisdiction of any controversies regarding the [sweep-
stakes] promotion and the laws of the state of California
shall govern the promotion. Each entrant waives any
and all objections to jurisdiction and venue in those
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147
Opinion of the Court
courts for any reason and hereby submits to the jurisdic-
ti
on of those courts.” Id., at 108 (capitalization altered).
Thus, after respondents entered the sweepstakes, the par-
ties had executed two contracts: the User Agreement, which
sent disputes about arbitrability to arbitration, and the Off-
cial Rules, which appeared to send disputes to California
courts.
Once the sweepstakes concluded, the confict between
these contracts came to a head. Respondents fled a class-
action complaint in the U. S. District Court for the Northern
District of California, alleging that the sweepstakes violated
California's False Advertising Law, Unfair Competition Law,
and Consumer Legal Remedies Act. Invoking the User
Agreement and its delegation clause, Coinbase moved to
compel arbitration.
The District Court denied Coinbase's motion. It reasoned
that deciding which contract governed was a question for
the court; that the User Agreement's arbitration provision
conficted with the forum selection clause in the Offcial
Rules; and that, under California contract law, the Offcial
Rules superseded the User Agreement. The District Court
therefore determined that the Offcial Rules' forum selection
clause controlled, so the parties' sweepstakes-related dispute
was not subject to arbitration. The Ninth Circuit affrmed.
55 F. 4th 1227 (2022).
We granted certiorari to answer the question of who—a
judge or an arbitrator—should decide whether a subsequent
contract supersedes an earlier arbitration agreement that
contains a delegation clause. 601 U. S. ––– (2023).
II
The Federal Arbitration Act (FAA) “refects the funda-
mental principle that arbitration is a matter of contract.”
Rent-A-Center, West, Inc. v. Jackson, 561 U. S. 63, 67 (2010).
As a result, arbitration agreements are “valid, irrevocable,
and enforceable, save upon such grounds as exist at law or
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148 COINB
ASE, INC. v. SUSKI
Opinion of the Court
in equity for the revocation of any contract.” 9 U. S. C. § 2.
If
a court is “satisfed that the making of the agreement for
arbitration . . . is not in issue,” it must send the dispute to
an arbitrator. § 4. “The FAA thereby places arbitration
agreements on an equa l footi ng w ith other contrac ts. ”
Rent-A-Center, 561 U. S., at 67.
Given that arbitration agreements are simply contracts,
“ `[t]he frst principle that underscores all of our arbitration
decisions' is that `[a]rbitration is strictly a matter of con-
sent.' ” Lamps Plus, Inc. v. Varela, 587 U. S. 176, 184 (2019)
(quoting Granite Rock Co. v. Teamsters, 561 U. S. 287, 299
(2010); some alterations in original). Arbitration is “a way
to resolve those disputes—but only those disputes—that the
parties have agreed to submit to arbitration.” First Op-
tions of Chicago, Inc. v. Kaplan, 514 U. S. 938, 943 (1995).
Consequently, the frst question in any arbitration dispute
must be: What have these parties agreed to?
As relevant here, parties can form multiple levels of agree-
ments concerning arbitration. At a basic level, parties can
agree to send the merits of a dispute to an arbitrator. They
can also “agree by contract that an arbitrator, rather than a
court, will resolve threshold arbitrability questions as well
as underlying merits disputes.” Henry Schein, Inc. v. Ar-
cher & White Sales, Inc., 586 U. S. 63, 65 (2019). An agree-
ment to allow an arbitrator to decide whether a dispute is
subject to arbitration—i. e., its arbitrability—“is simply an
additional, antecedent agreement . . . , and the FAA operates
on this additional arbitration agreement just as it does on
any other.” Rent-A-Center, 561 U. S., at 70.
From these different kinds of agreements, it follows that
parties can also have different kinds of disputes. A contest
over “the merits of the dispute” is a frst-order disagree-
ment, First Options, 514 U. S., at 942 (emphasis deleted), the
resolution of which depends on the applicable law and rele-
vant facts. The parties may also have a second-order dis-
pute—“whether they agreed to arbitrate the merits”—as
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149
Opinion of the Court
well as a third-order dispute—“who should have the primary
power
to decide the second matter.” Ibid. (emphasis de-
leted). Under contract principles, these second- and third-
order questions are also matters of consent. “Just as the
arbitrability of the merits of a dispute depends upon whether
the parties agreed to arbitrate that dispute, so the question
`who has the primary power to decide arbitrability' turns
upon what the parties agreed about that matter.” Id., at
943 (citations omitted).
We ask who has the power to decide arbitrability because
“a party who has not agreed to arbitrate will normally have
a right to the court's decision about the merits of its dispute.”
Id., at 942. Thus, we have explained that “[c]ourts should
not assume that the parties agreed to arbitrate arbitrability
unless there is `clea[r] and unmistakabl[e]' evidence that they
did so.” Id., at 944 (quoting AT&T Technologies, Inc. v.
Communications Workers, 475 U. S. 643, 649 (1986); some
alterations in original). “[B]efore referring a dispute to
an arbitrator,” therefore, “the court determines whether a
valid arbitration agreement exists.” Henry Schein, 586
U. S., at 69.
III
In prior cases, we have addressed three layers of arbitra-
tion disputes: (1) merits, (2) arbitrability, and (3) who decides
arbitrability. This case involves a fourth: What happens if
parties have multiple agreements that confict as to the
third-order question of who decides arbitrability? As al-
ways, traditional contract principles apply.
Coinbase says the User Agreement's delegation clause
controls. Respondents counter that the Offcial Rules'
forum selection clause superseded that agreement. If Coin-
base is right that the User Agreement's delegation clause
was meant to govern all agreements moving forward, then
the parties agreed to arbitrate all subsequent arbitrability
disputes. If respondents are correct that the Offcial Rules'
forum selection clause superseded the User Agreement's del-
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150 COINB
ASE, INC. v. SUSKI
Opinion of the Court
egation clause, then the parties meant to send sweepstakes
disputes—i
ncluding those over arbitrability—to California
courts.
Thus, the question whether these parties agreed to arbi-
trate arbitrability can be answered only by determining
which contract applies. In other words, “the substance of
the parties' supersession dispute is `whether there is an
agreement to arbitrate.' ” Field Intelligence Inc. v. Xylem
Dewatering Solutions Inc., 49 F. 4th 351, 356 (CA3 2022).
When we home in on the confict between the delegation
clause in the frst contract and forum selection clause in the
second, the question is whether the parties agreed to send
the given dispute to arbitration—and, per usual, that ques-
tion must be answered by a court.
Coinbase seems to concede this point. See Reply Brief 12
(“Coinbase agrees that the Court can and should assess
whether the offcial rules displaced the parties' consent to
have an arbitrator decide arbitrability”). Nevertheless, it
offers a slew of reasons why we should revisit the Ninth
Circuit's bottom-line conclusion. None of these reasons per-
suades us to do so.
First, Coinbase invokes the so-called severability princi-
ple. Under the severability principle, “an arbitration [or
delegation] provision is severable from the remainder of the
contract,” and “unless the challenge is to the arbitration [or
delegation] clause itself, the issue of the contract's validity is
considered by the arbitrator in the frst instance.” Buckeye
Check Cashing, Inc. v. Cardegna, 546 U. S. 440, 445–446
(2006). Coinbase argues that, pursuant to this principle, the
Ninth Circuit should have isolated the User Agreement's del-
egation provision and considered only arguments specifc to
that provision.
Assuming without deciding that the severability principle
is implicated here, it is nonetheless satisfed. The severabil-
ity principle establishes that a party seeking to avoid arbi-
tration must directly challenge the arbitration or delegation
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151
Opinion of the Court
clause, not just the contract as a whole. But this rule does
not
require that a party challenge only the arbitration or
delegation provision. Rather, where a challenge applies
“equally” to the whole contract and to an arbitration or dele-
gati on prov isi on, a cour t must address that cha l lenge.
Rent-A-Center, 561 U. S., at 71. Again, basic principles of
contract and consent require that result. Arbitration and
delegation agreements are simply contracts, and, normally,
if a party says that a contract is invalid, the court must ad-
dress that argument before deciding the merits of the con-
tract dispute. So too here. “If a party challenges the va-
lidity . . . of the precise agreement to arbitrate at issue, the
federal court must consider the challenge before ordering
compliance with that [arbitration] agreement.” Ibid. (em-
phasis added).*
Next, Coinbase contends that, as a matter of California
law, the Ninth Circuit was wrong to hold that the Offcial
Rules' forum selection clause superseded the User Agree-
ment's delegation provision. That issue is outside the scope
of the question presented, and we do not address it. We
took this case to decide whether, under the FAA, a court or
an arbitrator decides which of the two contractual provisions
controls. We decline to consider auxiliary questions about
whether the Ninth Circuit properly applied state law.
*Coinbase's argument that respondents failed to challenge the delega-
tion provision in the District Court is itself forfeited. Coinbase did not
raise that argument before the Ninth Circuit, and the Ninth Circuit did
not address it. That argument is also meritless: When opposing Coin-
base's motion to compel arbitration in the District Court, respondents
pointed out that “courts can refer the question of arbitrability to an arbi-
trator only `if a valid [arbitration] agreement exists,' ” and, “since Offcial
Rules ¶10 `superseded' the parties' prior arbitration agreements, any prior
agreement to arbitrate Sweepstakes-related disputes no longer exists.” 2
App. 451 (alteration in original). Respondents' District Court challenge
was “directed specifcally to” the delegation provision. Rent-A-Center,
561 U. S., at 71. Thus, this case is not like Rent-A-Center, where the
plaintiff “did [not] even mention the delegation provision.” Id., at 72.
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152 COINB
ASE, INC. v. SUSKI
Gorsuch, J., concurring
Finally, Coinbase contends that our approach will invite
chaos
by facilitating challenges to delegation clauses. We
do not believe that such chaos will follow. In cases where
parties have agreed to only one contract, and that contract
contains an arbitration clause with a delegation provision,
then, absent a successful challenge to the delegation provi-
sion, courts must send all arbitrability disputes to arbitra-
tion. But, where, as here, parties have agreed to two
contracts—one sending arbitrability disputes to arbitration,
and the other either explicitly or implicitly sending arbitra-
bility disputes to the courts—a court must decide which con-
tract governs. To hold otherwise would be to impermissibly
“ `elevate [a delegation provision] over other forms of con-
tract.' ” Ibid. (quoting Prima Paint Corp. v. Flood & Con-
klin Mfg. Co., 388 U. S. 395, 404, n. 12 (1967)).
***
We conclude that a court, not an arbitrator, must decide
whether the parties' frst agreement was superseded by their
second. The Ninth Circuit's judgment is affrmed.
It is so ordered.
Justice Gorsuch, concurring.
Often, parties choose to send disputes arising from their
contracts to an arbitrator instead of a court. Ante, at 148;
see 9 U. S. C. § 2. Just as often, it seems, parties later wind
up disagreeing about whether a particular dispute is subject
to that arbitration agreement. Sometimes a court can re-
solve their disagreement about the “arbitrability” of a partic-
ular dispute. But sometimes not. For parties can agree to
send arbitrability questions to an arbitrator too, through
what this Court calls a delegation clause. Ante, at 148–149;
Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U. S.
63, 65 (2019).
What happens when (as in this case) the parties have two
contracts, one with a delegation clause, a second without, and
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153
Gorsuch, J., concurring
a dispute later arises? Like everything else in this area,
it
depends on what the parties have agreed. Ante, at 148.
Sometimes, a court may conclude that the parties' agree-
ments are best read as leaving for the court the task of re-
solving the arbitrability of the dispute at hand. But some-
times, the parties' agreements may be best read as vesting
that power in an arbitrator. Just imagine a master contract
providing that “all disputes arising out of or related to this or
future agreements between the parties, including questions
concerning whether a dispute should be routed to arbitra-
tion, shall be decided by an arbitrator.” Absent some later
amendment, a provision like that would seem to require a
court to step aside. See ante, at 152.
It is not clear to me whether the Ninth Circuit appreciated
this point. But nor does that matter. Our decision today
recognizes—and stresses—that “[a]rbitration is a matter of
contract,” ante, at 145, and parties can “ `agree by contract
that an arbitrator, rather than a court, will resolve threshold
arbitrability questions as well as underlying merits dis-
putes,' ” ante, at 148 (quoting Henry Schein, 586 U. S., at 65).
Notably, too, the Court does not endorse the reasoning in the
Ninth Circuit's opinion, let alone its state contract law analy-
sis of the parties' agreements. See ante, at 151. Instead,
the Court simply reaffrms well-established principles about
the primacy of the parties' agreements when it comes to ar-
bitration, ante, at 148, and the Ninth Circuit's “bottom-line
conclusion” that a court had to decide whether and to what
extent the parties here reached “an agreement” to have an
arbitrator resolve the question of arbitrability, ante, at 145,
150. With that understanding, I am pleased to concur.
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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
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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