CORTEZ BYRD CHIPS, INC. v. BILL HARBERT CONSTRUCTION CO., A DIVISION OF BILL HARBERT INTERNATIONAL, INC.

529US1 Unit: $U37 [09-26-01 08:37:33] PAGES PGT: OPIN
193 OCTOBER TERM, 1999
Syllabus
CORTEZ BYRD CHIPS, INC. v. BILL HARBERT
CONSTRUCTION CO., A DIVISION OF BILL
HARBERT INTERNATIONAL, INC.
certiorari to the united states court of appeals for
the eleventh circuit
No. 98–1960. Argued January 10, 2000—Decided March 21, 2000
Petitioner Cortez Byrd Chips, Inc., and respondent Bill Harbert Construc-
tion Company agreed, inter alia, that any disputes arising from Har-
bert’s construction of a Mississippi mill for Cortez Byrd would be decided
by arbitration. When such a dispute arose, arbitration was conducted
in Alabama and Harbert received an award. Cortez Byrd sought to
vacate or modify the award in the Federal District Court for the South-
ern District of Mississippi, where the contract was performed; and seven
days later Harbert sought to confirm the award in the Northern District
of Alabama. The latter court refused to dismiss, transfer, or stay its
action, concluding that venue was proper only there, and it entered judg-
ment for Harbert. The Eleventh Circuit held that, under the Federal
Arbitration Act (FAA), venue for motions to confirm, vacate, or modify
awards was exclusively in the district where the arbitration award was
made, and thus venue here was limited to the Alabama court.
Held: The FAA’s venue provisions are permissive, allowing a motion to
confirm, vacate, or modify to be brought either in the district where
the award was made or in any district proper under the general venue
statute. Pp. 197–204.
(a) Cortez Byrd’s Mississippi motion was clearly proper as a diversity
action under the general venue statute, 28 U. S. C. § 1391(a)(2), because
it was filed where the contract was performed. However, the FAA pro-
vides that upon motion of an arbitration party, the federal district court
where the arbitration award was made “may” vacate, 9 U. S. C. § 10,
or “may” modify or correct, § 11, the award. If these provisions are
restrictive, supplanting rather than supplementing the general venue
statute, there was no Mississippi venue for Cortez Byrd’s action.
Owing to their contemporaneous enactment and similar language, §§ 10
and 11 are best analyzed together with § 9, which permits parties to
select the venue for confirmation of an award and provides that, in the
absence of an agreement, venue lies in the federal court for the district
where the award was made. Pp. 197–198.
(b) Parsing the language of §§ 9–11 does not answer the question
whether the provisions are restrictive or permissive, for there is lan-

529US1 Unit: $U37 [09-26-01 08:37:33] PAGES PGT: OPIN
194 CORTEZ BYRD CHIPS, INC. v. BILL HARBERT
CONSTR. CO.
Syllabus
guage supporting both views. However, the history and function of the
provisions confirm that they were meant to expand, not limit, venue
choice. The FAA was enacted in 1925 against the backdrop of a consid-
erably more restrictive general venue statute than today’s. The 1925
general venue statute effectively limited civil suits to the district where
the defendant resided, and courts did not favor forum selection clauses.
The FAA’s venue provisions had an obviously liberalizing effect, undi-
minished by any suggestion that Congress meant simultaneously to
foreclose a suit where the defendant resided. That is normally a de-
fendant’s most convenient forum, and it would take a very powerful
reason ever to suggest that Congress meant to eliminate such a venue
for postarbitration disputes. This view is confirmed by the obviously
liberalizing § 9, which permits forum selection agreements. Were §§ 10
and 11 construed restrictively, a proceeding to confirm an award begun
in a selected forum would be held in abeyance while an objecting party
returned to the district of arbitration to modify or vacate the award.
Were that action unsuccessful, the parties would then return to the pre-
viously selected forum for the confirming order originally sought.
Nothing could be more clearly at odds with the FAA’s policy of rapid
and unobstructed enforcement of arbitration agreements or with the
desired flexibility of parties in choosing an arbitration site. A restric-
tive interpretation would also place § 3—which permits a court to stay
a proceeding referable to arbitration pending such arbitration—and
§§ 9–11 in needless tension, for a court with the power to stay an action
under § 3 also has the power to confirm any ensuing arbitration award,
Marine Transit Corp. v. Dreyfus, 284 U. S. 263, 275–276. Harbert’s
interpretation would also create anomalous results in the aftermath of
arbitrations held abroad. Against this reasoning, specific to the FAA’s
history and function, Harbert’s citations to cases construing other spe-
cial venue provisions as restrictive, see, e. g., Fourco Glass Co. v. Trans-
mirra Products Corp., 353 U. S. 222, 227–228, are beside the point.
Their authority is not that special venue statutes are restrictive, but
that analysis of special venue provisions must be specific to the statute
in question. Pp. 198–204.
169 F. 3d 693, reversed and remanded.
Souter, J., delivered the opinion for a unanimous Court.
Daniel H. Bromberg argued the cause for petitioner.
With him on the briefs were John L. Maxey II and John
F. Hawkins.

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
195 Cite as: 529 U. S. 193 (2000)
Opinion of the Court
Susan S. Wagner argued the cause for respondent. With
her on the brief was Edward P. Meyerson.
Justice Souter delivered the opinion of the Court.
This case raises the issue whether the venue provisions of
the Federal Arbitration Act (FAA or Act), 9 U. S. C. §§ 9–11,
are restrictive, allowing a motion to confirm, vacate, or mod-
ify an arbitration award to be brought only in the district in
which the award was made, or are permissive, permitting
such a motion either where the award was made or in any
district proper under the general venue statute. We hold
the FAA provisions permissive.
I
Petitioner Cortez Byrd Chips, Inc., and respondent Bill
Harbert Construction Company agreed that Harbert would
build a wood chip mill for Cortez Byrd in Brookhaven, Mis-
sissippi. One of the terms was that “[a]ll claims or disputes
between the Contractor and the Owner arising out [of] or
relating to the Contract, or the breach thereof, shall be de-
cided by arbitration in accordance with the Construction In-
dustry Arbitration Rules of the American Arbitration Asso-
ciation currently in effect unless the parties mutually agree
otherwise.” App. 52. The agreement went on to provide
that “[t]he award rendered by the arbitrator or arbitrators
shall be final, and judgement may be entered upon it in ac-
cordance with applicable law in any court having jurisdiction
thereof,” ibid.; that the agreement to arbitrate “shall be spe-
cifically enforceable under applicable law in any court having
jurisdiction thereof,” ibid.; and that the law of the place
where the project was located, Mississippi, governed, id., at
60; 169 F. 3d 693, 694 (CA11 1999).
After a dispute arose, Harbert invoked the agreement by
a filing with the Atlanta office of the American Arbitration
Association, which conducted arbitration in November 1997

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
196 CORTEZ BYRD CHIPS, INC. v. BILL HARBERT
CONSTR. CO.
Opinion of the Court
in Birmingham, Alabama. The next month, the arbitration
panel issued an award in favor of Harbert. Ibid.
In January 1998, Cortez Byrd filed a complaint in the
United States District Court for the Southern District of
Mississippi seeking to vacate or modify the arbitration
award, which Harbert then sought to confirm by filing this
action seven days later in the Northern District of Alabama.
When Cortez Byrd moved to dismiss, transfer, or stay the
Alabama action, the Alabama District Court denied the mo-
tion, concluding that venue was proper only in the Northern
District of Alabama, and entering judgment for Harbert for
$274,256.90 plus interest and costs. Ibid.
The Court of Appeals for the Eleventh Circuit affirmed.
It held itself bound by pre-1981 Fifth Circuit precedent,
cf. Bonner v. Prichard, 661 F. 2d 1206, 1209 (CA11 1981), to
the effect that under the Act’s venue provisions, 9 U. S. C.
§§ 9–11, venue for motions to confirm, vacate, or modify
awards was exclusively in the district in which the arbitra-
tion award was made. 169 F. 3d, at 694; Naples v. Prepakt
Concrete Co., 490 F. 2d 182, 184 (CA5), cert. denied, 419 U. S.
843 (1974). The arbitration here having been held in Bir-
mingham, the rule as so construed limited venue to the
Northern District of Alabama.
We granted certiorari, 527 U. S. 1062 (1999), to resolve a
split among the Courts of Appeals over the permissive or
mandatory character of the FAA’s venue provisions. Com-
pare In re VMS Securities Litigation, 21 F. 3d 139, 144–145
(CA7 1994) (§§ 9 and 10 permissive); Smiga v. Dean Witter
Reynolds, Inc., 766 F. 2d 698, 706 (CA2 1985), cert. denied,
475 U. S. 1067 (1986) (§ 9 permissive); Sutter Corp. v. P & P
Indus., Inc., 125 F. 3d 914, 918–920 (CA5 1997) (§§ 9 and 10
permissive); P & P Indus., Inc. v. Sutter Corp., 179 F. 3d
861, 869–870 (CA10 1999) (§§ 9 and 10 permissive); Apex
Plumbing Supply, Inc. v. U. S. Supply Co., 142 F. 3d 188, 192
(CA4 1998) (§ 9 permissive); Nordin v. Nutri/System, Inc.,
897 F. 2d 339, 344 (CA8 1990) (§ 9 permissive), with Central

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
197 Cite as: 529 U. S. 193 (2000)
Opinion of the Court
Valley Typographical Union No. 46 v. McClatchy Newspa-
pers, 762 F. 2d 741, 744 (CA9 1985) (§ 10 mandatory); Island
Creek Coal Sales Co. v. Gainesville, 729 F. 2d 1046, 1049–
1050 (CA6 1984) (§ 9 mandatory); Sunshine Beauty Supplies,
Inc. v. United States District Court, Central Dist. of Cal.,
872 F. 2d 310, 312 (CA9 1989) (§§ 9 and 10 mandatory); United
States ex rel. Chicago Bridge & Iron Co. v. Ets-Hokin Corp.,
397 F. 2d 935, 939 (CA9 1968) (§ 10 mandatory). We reverse.
II
Section 9 of the FAA governs venue for the confirmation
of arbitration awards:
“If the parties in their agreement have agreed that a
judgment of the court shall be entered upon the award
made pursuant to the arbitration, and shall specify the
court, then at any time within one year after the award
is made any party to the arbitration may apply to the
court so specified for an order confirming the award, and
thereupon the court must grant such an order unless the
award is vacated, modified, or corrected as prescribed in
sections 10 and 11 of this title. If no court is specified
in the agreement of the parties, then such application
may be made to the United States court in and for the
district within which such award was made.” 9 U. S. C.
§ 9.
Section 10(a), governing motions to vacate arbitration
awards, provides that
“the United States court in and for the district wherein
the [arbitration] award was made may make an order
vacating the award upon the application of any party to
the arbitration [in any of five enumerated situations].”
And under § 11, on modification or correction,
“the United States court in and for the district wherein
the award was made may make an order modifying or

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
198 CORTEZ BYRD CHIPS, INC. v. BILL HARBERT
CONSTR. CO.
Opinion of the Court
correcting the award upon the application of any party
to the arbitration.”
The precise issue raised in the District Court was whether
venue for Cortez Byrd’s motion under §§ 10 and 11 was prop-
erly laid in the southern district of Mississippi, within which
the contract was performed. It was clearly proper under
the general venue statute, which provides, among other
things, for venue in a diversity action in “a judicial district
in which a substantial part of the events or omissions giving
rise to the claim occurred, or a substantial part of property
that is the subject of the action is situated.” 28 U. S. C.
§ 1391(a)(2). If §§ 10 and 11 are permissive and thus supple-
ment, but do not supplant, the general provision, Cortez
Byrd’s motion to vacate or modify was properly filed in Mis-
sissippi, and under principles of deference to the court of first
filing, the Alabama court should have considered staying its
hand. Cf. Kerotest Mfg. Co. v. C-O-Two Fire Equipment Co.,
342 U. S. 180, 185 (1952); Landis v. North American Co., 299
U. S. 248, 254 (1936); 5A C. Wright & A. Miller, Federal Prac-
tice and Procedure § 1360 (1990). But if §§ 10 and 11 are
restrictive, there was no Mississippi venue for Cortez Byrd’s
action, and the Northern District of Alabama correctly pro-
ceeded with the litigation to confirm. Although § 9 is not
directly implicated in this action, since venue for Harbert’s
motion to confirm was proper in the northern district of Ala-
bama under either a restrictive or a permissive reading of
§ 9, the three venue sections of the FAA are best analyzed
together, owing to their contemporaneous enactment and the
similarity of their pertinent language.
Enlightenment will not come merely from parsing the lan-
guage, which is less clear than either party contends. Al-
though “may” could be read as permissive in each section, as
Cortez Byrd argues, the mere use of “may” is not necessarily
conclusive of congressional intent to provide for a permissive
or discretionary authority. United States v. Rodgers, 461
U. S. 677, 706 (1983) (“The word ‘may,’ when used in a stat-

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
199 Cite as: 529 U. S. 193 (2000)
Opinion of the Court
ute, usually implies some degree of discretion[, but] [t]his
common-sense principle of statutory construction . . . can be
defeated by indications of legislative intent to the contrary
or by obvious inferences from the structure and purpose of
the statute” (footnote and citations omitted)); Citizens &
Southern Nat. Bank v. Bougas, 434 U. S. 35, 38 (1977). Cer-
tainly the warning flag is up in this instance. While Cortez
Byrd points to clearly mandatory language in other parts of
the Act as some indication that “may” was used in a permis-
sive sense, cf. 9 U. S. C. §§ 2, 12, Harbert calls attention to a
contrary clue in even more obviously permissive language
elsewhere in the Act. See § 4 (“A party aggrieved by the
alleged failure, neglect, or refusal of another to arbitrate
under a written agreement for arbitration may petition any
United States district court which, save for such agreement,
would have jurisdiction under title 28 . . .” 1 ). Each party
has a point, but neither point is conclusive. The answer is
not to be had from comparing phrases.
Statutory history provides a better lesson, though, which
is confirmed by following out the practical consequences of
Harbert’s position. When the FAA was enacted in 1925, it
appeared against the backdrop of a considerably more re-
strictive general venue statute than the one current today.
At the time, the practical effect of 28 U. S. C. § 112(a) was
that a civil suit could usually be brought only in the district
in which the defendant resided. See 28 U. S. C. § 112(a)
(1926 ed.).2 The statute’s restrictive application was all the
1 The original version of § 4 referred to “the judicial code at law,” rather
than Title 28. See United States Arbitration Act, 43 Stat. 883.
2 “[E]xcept as provided in sections 113 to 118 of this title, no civil suit
shall be brought in any district court against any person by any original
process or proceeding in any other district than that whereof he is an
inhabitant; but where the jurisdiction is founded only on the fact that the
action is between citizens of different States, suit shall be brought only in
the district of the residence of either the plaintiff or the defendant.” 28
U. S. C. § 112(a) (1926 ed.). The provision allowing suits in a diversity
action in the district in which the plaintiff resided was of limited effect,

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
200 CORTEZ BYRD CHIPS, INC. v. BILL HARBERT
CONSTR. CO.
Opinion of the Court
more pronounced due to the courts’ general inhospitality to
forum selection clauses, see The Bremen v. Zapata Off-Shore
Co., 407 U. S. 1, 9–10 (1972). Hence, even if an arbitration
agreement expressly permitted action to be brought in the
district in which arbitration had been conducted, the agree-
ment would probably prove to be vain. The enactment of
the special venue provisions in the FAA thus had an obvi-
ously liberalizing effect, undiminished by any suggestion,
textual or otherwise, that Congress meant simultaneously to
foreclose a suit where the defendant resided. Such a conse-
quence would have been as inexplicable in 1925 as it would
be passing strange 75 years later. The most convenient
forum for a defendant is normally the forum of residence,
and it would take a very powerful reason ever to suggest
that Congress would have meant to eliminate that venue for
postarbitration disputes.
The virtue of the liberalizing nonrestrictive view of the
provisions for venue in the district of arbitration is confirmed
by another obviously liberalizing venue provision of the Act,
which in § 9 authorizes a binding agreement selecting a
forum for confirming an arbitration award. Since any forum
selection agreement must coexist with §§ 10 and 11, one
needs to ask how they would work together if §§ 10 and 11
meant that an order vacating or modifying an arbitration
award could be obtained only in the district where the award
was made. The consequence would be that a proceeding to
confirm the award begun in a forum previously selected by
agreement of the parties (but outside the district of the arbi-
tration) would need to be held in abeyance if the responding
party objected. The objecting party would then have to re-
turn to the district of the arbitration to begin a separate
as restrictive views of personal jurisdiction meant that it was often diffi-
cult to sue a defendant outside the district of his residence. Cf. Interna-
tional Shoe Co. v. Washington, 326 U. S. 310, 316 (1945) (requiring that a
defendant have minimum contacts with a forum to be subject to its
judgment).

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
201 Cite as: 529 U. S. 193 (2000)
Opinion of the Court
proceeding to modify or vacate the arbitration award, and if
the award withstood attack, the parties would move back
to the previously selected forum for the confirming order
originally sought. Harbert, naturally, is far from endorsing
anything of the sort and contends that a court with venue to
confirm under a § 9 forum selection clause would also have
venue under a later filed motion under § 10. But the conten-
tion boils down to denying the logic of Harbert’s own posi-
tion. The regime we have described would follow from
adopting that position, and the Congress simply cannot be
tagged with such a taste for the bizarre.
Nothing, indeed, would be more clearly at odds with both
the FAA’s “statutory policy of rapid and unobstructed en-
forcement of arbitration agreements,” Moses H. Cone Memo-
rial Hospital v. Mercury Constr. Corp., 460 U. S. 1, 23 (1983),
or with the desired flexibility of parties in choosing a site for
arbitration. Although the location of the arbitration may
well be the residence of one of the parties, or have some
other connection to a contract at issue, in many cases the
site will have no relation whatsoever to the parties or the
dispute. The parties may be willing to arbitrate in an incon-
venient forum, say, for the convenience of the arbitrators, or
to get a panel with special knowledge or experience, or as
part of some compromise, but they might well be less willing
to pick such a location if any future court proceedings had to
be held there. Flexibility to make such practical choices,
then, could well be inhibited by a venue rule mandating the
same inconvenient venue if someone later sought to vacate
or modify the award.
A restrictive interpretation would also place § 3 and
§§ 9–11 of the FAA in needless tension, which could be re-
solved only by disrupting existing precedent of this Court.
Section 3 provides that any court in which an action “refer-
able to arbitration under an agreement in writing” is pend-
ing “shall on application of one of the parties stay the trial
of the action until such arbitration has been had in accord-

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
202 CORTEZ BYRD CHIPS, INC. v. BILL HARBERT
CONSTR. CO.
Opinion of the Court
ance with the terms of the agreement.” 9 U. S. C. § 3. If
an arbitration were then held outside the district of that liti-
gation, under a restrictive reading of §§ 9–11 a subsequent
proceeding to confirm, modify, or set aside the arbitration
award could not be brought in the district of the original
litigation (unless that also happened to be the chosen venue
in a forum selection agreement). We have, however, pre-
viously held that the court with the power to stay the action
under § 3 has the further power to confirm any ensuing arbi-
tration award. Marine Transit Corp. v. Dreyfus, 284 U. S.
263, 275–276 (1932) (“We do not conceive it to be open to
question that, where the court has authority under the
statute . . . to make an order for arbitration, the court also
has authority to confirm the award or to set it aside for irreg-
ularity, fraud, ultra vires or other defect”). Harbert in ef-
fect concedes this point, acknowledging that “the court en-
tering a stay order under § 3 retains jurisdiction over the
proceeding and does not ‘lose venue.’ ” Brief for Respond-
ent 29. But that concession saving our precedent still fails
to explain why Congress would have wanted to allow venue
liberally where motions to confirm, vacate, or modify were
brought as subsequent stages of actions antedating the arbi-
tration, but would have wanted a different rule when arbi-
tration was not preceded by a suit between the parties.
Finally, Harbert’s interpretation would create anomalous
results in the aftermath of arbitrations held abroad. Sec-
tions 204, 207, and 302 of the FAA together provide for
liberal choice of venue for actions to confirm awards subject
to the 1958 Convention on the Recognition and Enforcement
of Foreign Arbitral Awards and the 1975 Inter-American
Convention on International Commercial Arbitration.3 9
3 Section 204 provides for venue in actions under the Convention on the
Recognition and Enforcement of Foreign Arbitral Awards “in any such
court in which save for the arbitration agreement an action or proceeding
with respect to the controversy . . . could be brought, or in such court
for the district and division which embraces the place designated in the
agreement as the place of arbitration.” Section 207 states that “any party

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
203 Cite as: 529 U. S. 193 (2000)
Opinion of the Court
U. S. C. §§ 204, 207, 302. But reading §§ 9–11 to restrict
venue to the site of the arbitration would preclude any action
under the FAA in courts of the United States to confirm,
modify, or vacate awards rendered in foreign arbitrations not
covered by either convention. Cf. 4 I. MacNeil, R. Speidel,
& T. Stipanowich, Federal Arbitration Law § 44.9.1.8 (1995)
(discussing difficulties in enforcing foreign arbitrations held
in nonsignatory states). Although such actions would not
necessarily be barred for lack of jurisdiction, they would be
defeated by restrictions on venue, and anomalies like that
are to be avoided when they can be. True, “[t]here have
been, and perhaps there still are, occasional gaps in the
venue laws, [but] Congress does not in general intend to cre-
ate venue gaps, which take away with one hand what Con-
gress has given by way of jurisdictional grant with the other.
Thus, in construing venue statutes it is reasonable to prefer
the construction that avoids leaving such a gap.” Brunette
Machine Works, Ltd. v. Kockum Industries, Inc., 406 U. S.
706, 710, n. 8 (1972); cf. Scherk v. Alberto-Culver Co., 417
U. S. 506, 516–517 (1974) (noting that “[a] contractual provi-
sion specifying in advance the forum in which disputes shall
be litigated and the law to be applied is . . . an almost indis-
pensable precondition to achievement of the orderliness and
predictability essential to any international business transac-
tion,” and that “[a] parochial refusal by the courts of one
country to enforce an international arbitration agreement
would not only frustrate these purposes, but would invite
unseemly and mutually destructive jockeying by the parties
to secure tactical litigation advantages”).
Attention to practical consequences thus points away from
the restrictive reading of §§ 9–11 and confirms the view that
the liberalizing effect of the provisions in the day of their
enactment was meant to endure through treating them as
to the arbitration may apply to any court having jurisdiction under this
chapter for an order confirming the award.” Section 302 applies these
provisions to actions brought under the Inter-American Convention. Sec-
tions 204 and 207 were added to the FAA in 1970; § 302 was added in 1990.

529US1 Unit: $U37 [09-26-01 08:37:34] PAGES PGT: OPIN
204 CORTEZ BYRD CHIPS, INC. v. BILL HARBERT
CONSTR. CO.
Opinion of the Court
permitting, not limiting, venue choice today. As against this
reasoning, specific to the history and function of a statute
addressing venue where arbitration is concerned, Harbert’s
citations of cases construing other special venue provisions
are beside the point. We found, for example, that Congress
had a restrictive intent as to venue in patent cases, see
Fourco Glass Co. v. Transmirra Products Corp., 353 U. S.
222, 227–228 (1957); Stonite Products Co. v. Melvin Lloyd
Co., 315 U. S. 561, 565–566 (1942), a restrictive intent for the
sake of protecting national banks when dealing with venue
for litigation against them, see Citizens & Southern Nat.
Bank v. Bougas, 434 U. S., at 44, and a restrictive intent as
to the geographic reach of Title VII, as evidenced by the lack
of extraterritorial venue and other enforcement mechanisms
in the statute, see EEOC v. Arabian American Oil Co., 499
U. S. 244, 256 (1991). But the authority of these cases is not
that special venue statutes are deemed to be restrictive; they
simply show that analysis of special venue provisions must
be specific to the statute. With that we agree in holding the
permissive view of FAA venue provisions entitled to prevail.
The judgment of the Court of Appeals is reversed, and
the case is remanded for further proceedings consistent with
this opinion.
It is so ordered.