Coinbase v. Suski

JUSTICE GORSUCH, concurring.¶

Often, parties choose to send disputes arising from their contracts to an arbitrator instead of a court. Ante , at 4; 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 resolve their disagreement about the “arbitrability” of a particular 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 4–5; 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 a dispute later arises? Like everything else in this area, it depends on what the parties have agreed. Ante , at 4. Sometimes, a court may conclude that the parties’ agreements are best read as leaving for the court the task of resolving the arbitrability of the dispute at hand. But sometimes, 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 arbitration, 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 8.¶

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 1, and parties can ''agree by contract that an arbitrator, rather than a court, will resolve threshold arbitrability questions as well as underlying merits disputes,'' ante , at 4 (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 analysis of the parties’ agreements. See ante , at 7–8. Instead, the Court simply reaffirms well-established principles about the primacy of the parties’ agreements when it comes to arbitration, ante , at 4, 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 1–2, 6. With that understanding, I am pleased to concur.¶