OCTOBER TERM, 2000
Syllabus
CIRCUIT CITY STORES, INC.
v. ADAMS
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH
CIRCUIT
No. 99-1379. Argued November 6, 2000-Decided March 21, 2001
A provision in respondent's application for work at petitioner
electronics retailer required all employment disputes to be settled
by arbitration. After he was hired, respondent filed a state-law
employment discrimination action against petitioner, which then
sued in federal court to enjoin the state-court action and to
compel arbitration pursuant to the Federal Arbitration Act (FAA).
The District Court entered the requested order. The Ninth Circuit
reversed, interpreting § 1 of the FAA-which excludes from that
Act's coverage "contracts of employment of seamen, railroad
employees, or any other class of workers engaged in foreign or
interstate commerce" -to exempt all employment contracts from the
FAA's reach.
Held: The § 1 exemption is confined to transportation
workers.
Pp. 111-124.
(a) The FAA's coverage provision, § 2, compels judicial
enforcement of arbitration agreements "in any ... contract
evidencing a transaction involving commerce." In
Allied-Bruce
Terminix Coso v.
Dobson, 513 U. S. 265, the Court
interpreted § 2's "involving commerce" phrase as implementing
Congress' intent "to exercise [its] commerce power to the full."
Id., at 277. Pp. 111-113.
(b) The Court rejects respondent's contention that the word
"transaction" in § 2 extends only to commercial contracts, and that
therefore an employment contract is not a "contract evidencing a
transaction involving interstate commerce" at all. If that were
true, the separate § 1 exemption that is here at issue would be
pointless. See,
e. g., Pennsylvania Dept. of Public Welfare
v.
Davenport, 495 U. S. 552, 562.
Accordingly, any argument that arbitration agreements in employment
contracts are not covered by the FAA must be premised on the
language of the § 1 exclusion itself. pp. 113-114.
(c) The statutory text forecloses the construction that § 1
excludes all employment contracts from the FAA. Respondent relies
on
AlliedBruce's expansive reading of "involving commerce"
to contend that § 1's "engaged in ... commerce" language should
have a like reach, exempting from the FAA all employment contracts
falling within Congress' commerce power. This reading of § 1 runs
into the insurmountable tex-
106
Syllabus
tual obstacle that, unlike § 2's "involving commerce" language,
the § 1 words "any other class of workers engaged in ... commerce"
constitute a residual phrase, following, in the same sentence,
explicit reference to "seamen" and "railroad employees." The
wording thus calls for application of the maxim
ejusdem
generis, under which the residual clause should be read to give
effect to the terms "seamen" and "railroad employees," and should
be controlled and defined by reference to those terms. See,
e.
g., Norfolk &
Western R. Co. v.
Train
Dispatchers, 499 U. S. 117, 129. Application of
ejusdem
generis is also in full accord with other sound considerations
bearing upon the proper interpretation of the clause. In prior
cases, the Court has read "engaged in commerce" as a term of art,
indicating a limited assertion of federal jurisdiction. See,
e.
g., United States v.
American Building Maintenance
Industries, 422
U. S. 271, 279-280. The Court is not persuaded by the assertion
that its § 1 interpretation should be guided by the fact that, when
Congress adopted the FAA, the phrase "engaged in commerce" came
close to expressing the outer limits of its Commerce Clause power
as then understood, see,
e. g., The Employers' Liability
Cases, 207 U. S.
463, 498. This fact alone does not provide any basis to adopt,
"by judicial decision, rather than amendatory legislation,"
Gulf
Oil Corp. v.
Copp Paving Co., 419 U. S. 186, 202, an
expansive construction of the FAA's exclusion provision that goes
beyond the meaning of the words Congress used. While it is possible
that Congress might have chosen a different jurisdictional
formulation had it known that the Court later would embrace a less
restrictive reading of the Commerce Clause, § 1's text precludes
interpreting the exclusion provision to defeat the language of § 2
as to all employment contracts. The statutory context in which the
"engaged in commerce" language is found, i.
e., in a
residual provision, and the FAA's purpose of overcoming judicial
hostility to arbitration further compel that the § 1 exclusion be
afforded a narrow construction. The better reading of § 1, in
accord with the prevailing view in the Courts of Appeals, is that §
1 exempts from the FAA only employment contracts of transportation
workers. Pp. 114-119.
(d) As the Court's conclusion is directed by § 1's text, the
rather sparse legislative history of the exclusion provision need
not be assessed. The Court rejects respondent's argument that the
Court's holding attributes an irrational intent to Congress by
excluding from the FAA's coverage those employment contracts that
most involve interstate commerce, i.
e., those of
transportation workers, while including employment contracts having
a lesser connection to commerce. It is a permissible inference that
the former contracts were excluded because Congress had already
enacted, or soon would enact, statutes governing
107
transportation workers' employment relationships and did not
wish to unsettle established or developing statutory dispute
resolution schemes covering those workers. As for the residual
exclusion of "any other class of workers engaged in foreign or
interstate commerce," it would be rational for Congress to ensure
that workers in general would be covered by the FAA, while
reserving for itself more specific legislation for transportation
workers. Pp. 119-121.
(e)
Amici argue that, under the Court's reading, the FAA
in effect pre-empts state employment laws restricting the use of
arbitration agreements. That criticism is not properly directed at
today's holding, but at
Southland Corp. v.
Keating,
465 U. S. 1,
holding that Congress intended the FAA to apply in state courts,
and to pre-empt state antiarbitration laws to the contrary. The
Court explicitly declined to overrule
Southland in
Allied-Bruce, supra, at 272, and Congress has not moved to
overturn
Southland in response to
Allied-Bruce. Nor
is
Southland directly implicated in this case, which
concerns the application of the FAA in a federal, rather than in a
state, court. The Court should not chip away at
Southland by
indirection. Furthermore, there are real benefits to arbitration in
the employment context, including avoidance of litigation costs
compounded by difficult choice-of-Iaw questions and by the
necessity of bifurcating the proceedings where state law precludes
arbitration of certain types of employment claims but not others.
Adoption of respondent's position would call into doubt the
efficacy of many employers' alternative dispute resolution
procedures, in the process undermining the FAA's proarbitration
purposes and breeding litigation from a statute that seeks to avoid
it.
Allied-Bruce, supra, at 275. Pp. 121-124.
194 F.3d
1070, reversed and remanded.
KENNEDY, J., delivered the opinion of the Court, in which
REHNQUIST, C. J., and O'CONNOR, SCALIA, and THOMAS, JJ., joined.
STEVENS, J., filed a dissenting opinion, in which GINSBURG and
BREYER, JJ., joined, and in which SOUTER, J., joined as to Parts II
and III,
post, p. 124. SOUTER, J., filed a dissenting
opinion, in which STEVENS, GINSBURG, and BREYER, JJ., joined,
post, p. 133.
David E. Nagle argued the cause for petitioner. With him on the
briefs were W Stephen Cannon, Pamela G. Parsons, Walter E.
Dellinger, Samuel Estreicher, and Rex Darrell Berry.
108
Counsel
Michael Rubin argued the cause for respondent. With him on the
brief were Scott A. Kronland, Cliff Palefsky, and Steven L.
Robinson. *
*Briefs of
amici curiae urging reversal were filed for
the American Arbitration Association by
Florence M. Peterson,
Jay W Waks, and
James H. Carter; for the Chamber of
Commerce of the United States of America by
Lawrence Z. Lorber,
Lawrence R. Sandak, Stephen A. Bokat, and
Robin S.
Conrad; for the Council for Employment Law Equity by
Garry G.
Mathiason; for Credit Suisse First Boston by
Stephen J.
Marzen, Meredith Kolsky Lewis, and
Joseph T. McLaughlin; for the Employers Group by
Daniel
H. Bromberg, Richard H. Sayler, and
William J.
Emanuel; for the Equal Employment Advisory Council et al. by
Ann Elizabeth Reesman, Daniel V. Yager, and
Heather L.
MacDougall; for the Securities Industry Association by
Michael Delikat, Stuart J.
Kaswell, and
George
Kramer; for the Society for Human Resource Management by
David E. Block and
Christine L. Wilson; and for the
Texas Employment Law Council by
W Carl Jordan and
Robert
L. Ivey.
Briefs of amici curiae urging affirmance were filed for the
United States by Solicitor General Waxman, Deputy Solicitor General
Underwood, James A. Feldman, Henry L. Solano, Philip B. Sklover,
and Robert J. Gregory; for the State of California et al. by Bill
Lockyer, Attorney General of California, Richard M. Frank, Chief
Assistant Attorney General, Louis Verdugo, Jr., Assistant Attorney
General, Catherine Z. Ysrael, Supervising Deputy Attorney General,
and Thomas P. Reilly, Deputy Attorney General, and by the Attorneys
General for their respective States as follows: Janet Napolitano of
Arizona, Mark Pryor of Arkansas, Ken Salazar of Colorado, Richard
Blumenthal of Connecticut, Alan G. Lance of Idaho, James E. Ryan of
Illinois, Thomas J. Miller of Iowa, Thomas F. Reilly of
Massachusetts, Mike Hatch of Minnesota, Mike Moore of Mississippi,
Jeremiah W (Jay) Nixon of Missouri, Joseph P. Mazurek of Montana,
Frankie Sue Del Papa of Nevada, John J. Farmer, Jr., of New Jersey,
Eliot Spitzer of New York, Heidi Heitkamp of North Dakota, D.
Michael Fisher of Pennsylvania, William H. Sorrell of Vermont,
Christine Q Gregoire of Washington, and Darrell V. McGraw, Jr., of
West Virginia; for the Division of Labor Standards Enforcement,
Department of Industrial Relations, State of California, by William
A. Reich; for AARP by Thomas W Osborne, Laurie A. McCann, Sally P.
Dunaway, and Melvin Radowitz; for the Association of Trial Lawyers
of America by Jeffrey Robert White, Eric Schnapper, and Frederick
M. Baron; for Law Professors by Robert Belton, James J. Brudney,
David S. Schwartz, Nathan P. Feinsinger, James E. Jones, Jr.,
Cynthia L. Estlund, Michael
109
JUSTICE KENNEDY delivered the opinion of the Court. Section 1 of
the Federal Arbitration Act (FAA or Act) excludes from the Act's
coverage "contracts of employment of seamen, railroad employees, or
any other class of workers engaged in foreign or interstate
commerce." 9 U. S. C. § 1. All but one of the Courts of Appeals
which have addressed the issue interpret this provision as
exempting contracts of employment of transportation workers, but
not other employment contracts, from the FAA's coverage. A
different interpretation has been adopted by the Court of Appeals
for the Ninth Circuit, which construes the exemption so that all
contracts of employment are beyond the FAA's reach, whether or not
the worker is engaged in transportation. It applied that rule to
the instant case. We now decide that the better interpretation is
to construe the statute, as most of the Courts of Appeals have
done, to confine the exemption to transportation workers.
I
In October 1995, respondent Saint Clair Adams applied for a job
at petitioner Circuit City Stores, Inc., a national retailer of
consumer electronics. Adams signed an employment application which
included the following provision:
"I agree that I will settle any and all previously unasserted
claims, disputes or controversies arising out of or
H. Gottesman, Jeffrey W Stempel, Katherine Van Wezel, and Clyde
W Summers; for the Lawyers' Committee for Civil Rights Under Law et
al. by Paul W Mollica, Daniel F. Kolb, John Payton, Norman Redlich,
Barbara R. Arnwine, Thomas J. Henderson, Richard T. Seymour, Teresa
A. Ferrante, Elaine R. Jones, Theodore M. Shaw, Norman J. Chachkin,
Charles Stephen Ralston, Dennis C. Hayes, Antonia Hernandez, Judith
L. Lichtman, Donna R. Lenhoff, Marcia D. Greenberger, Julie
Goldscheid, and Yolanda S. Wu; for the National Academy of
Arbitrators by David E. Feller and John Kagel; and for the National
Employment Lawyers Association by James M. True III and Paula A.
Brantner.
Lewis Maltby filed a brief for the National Workrights
Institute as
amicus curiae.
110
relating to my application or candidacy for employment,
employment and/or cessation of employment with Circuit City,
exclusively by final and binding arbitration before a
neutral Arbitrator. By way of example only, such claims include
claims under federal, state, and local statutory or common law,
such as the Age Discrimination in Employment Act, Title VII of the
Civil Rights Act of 1964, as amended, including the amendments of
the Civil Rights Act of 1991, the Americans with Disabilities Act,
the law of contract and [the] law of tort." App. 13 (emphasis in
original).
Adams was hired as a sales counselor in Circuit City's store in
Santa Rosa, California.
Two years later, Adams filed an employment discrimination
lawsuit against Circuit City in state court, asserting claims under
California's Fair Employment and Housing Act, Cal. Govt. Code Ann.
§ 12900
et seq. (West 1992 and Supp. 1997), and other claims
based on general tort theories under California law. Circuit City
filed suit in the United States District Court for the Northern
District of California, seeking to enjoin the state-court action
and to compel arbitration of respondent's claims pursuant to the
FAA, 9 U. S. C. §§ 116. The District Court entered the requested
order. Respondent, the court concluded, was obligated by the
arbitration agreement to submit his claims against the employer to
binding arbitration. An appeal followed.
While respondent's appeal was pending in the Court of Appeals
for the Ninth Circuit, the court ruled on the key issue in an
unrelated case. The court held the FAA does not apply to contracts
of employment. See
Craft v.
Campbell Soup Co.,
177 F.3d
1083 (1999). In the instant case, following the rule announced
in
Craft, the Court of Appeals held the arbitration
agreement between Adams and Circuit City was contained in a
"contract of employment," and so was not subject to the FAA.
194 F.3d
1070 (1999). Circuit City petitioned this Court, noting that
the Ninth Circuit's
111
conclusion that all employment contracts are excluded from the
FAA conflicts with every other Court of Appeals to have addressed
the question. See,
e. g., McWilliams v.
Logicon,
Inc., 143 F.3d
573, 575-576 (CAlO 1998);
O'Neil v.
Hilton Head
Hospital, 115 F.3d
272, 274 (CA4 1997);
Pryner v.
Tractor Supply
Co., 109 F.3d
354, 358 (CA7 1997);
Cole v.
Burns Int'l Security
Servs., 105 F.3d
1465, 1470-1472 (CADC 1997);
Rojas v.
TK
Communications, Inc., 87 F.3d
745,747-748 (CA5 1996);
Asplundh Tree Co. v.
Bates, 71 F.3d
592, 596-601
(CA6 1995);
Erving v.
Virginia
Squires Basketball Club, 468 F.2d
1064, 1069
(CA2 1972);
Dickstein v.
DuPont, 443 F.2d
783, 785
(CA1 1971);
Tenney Engineering, Inc. v.
United Elec. &
Machine Workers of Am., 207 F. 2d
450 (CA3 1953). We granted certiorari to resolve the issue.
529 U. S. 1129 (2000).
II A
Congress enacted the FAA in 1925. As the Court has explained,
the FAA was a response to hostility of American courts to the
enforcement of arbitration agreements, a judicial disposition
inherited from then-longstanding English practice. See,
e. g.,
Allied-Bruce Terminix Coso v.
Dobson, 513 U. S. 265, 270-271
(1995);
Gilmer v.
Interstate/Johnson Lane Corp.,
500 U. S. 20, 24
(1991). To give effect to this purpose, the FAA compels judicial
enforcement of a wide range of written arbitration agreements. The
FAA's coverage provision, § 2, provides that
"[a] written provision in any maritime transaction or a contract
evidencing a transaction involving commerce to settle by
arbitration a controversy thereafter arising out of such contract
or transaction, or the refusal to perform the whole or any part
thereof, or an agreement in writing to submit to arbitration an
existing controversy arising out of such a contract, transaction,
or refusal, shall be valid, irrevocable, and enforceable, save upon
such
112
grounds as exist at law or in equity for the revocation of any
contract." 9 U. S. C. § 2.
We had occasion in
Allied-Bruce, supra, at 273-277, to
consider the significance of Congress' use of the words "involving
commerce" in § 2. The analysis began with a reaffirmation of
earlier decisions concluding that the FAA was enacted pursuant to
Congress' substantive power to regulate interstate commerce and
admiralty, see
Prima Paint Corp. v.
Flood &
Conklin Mfg. Co., 388 U. S. 395, 405
(1967), and that the Act was applicable in state courts and
pre-emptive of state laws hostile to arbitration, see
Southland
Corp. v.
Keating, 465 U. S. 1 (1984). Relying
upon these background principles and upon the evident reach of the
words "involving commerce," the Court interpreted § 2 as
implementing Congress' intent "to exercise [its] commerce power to
the full."
Allied-Bruce, supra, at 277.
The instant case, of course, involves not the basic coverage
authorization under § 2 of the Act, but the exemption from coverage
under § 1. The exemption clause provides the Act shall not apply
"to contracts of employment of seamen, railroad employees, or any
other class of workers engaged in foreign or interstate commerce."
9 U. S. C. § 1. Most Courts of Appeals conclude the exclusion
provision is limited to transportation workers, defined, for
instance, as those workers "'actually engaged in the movement of
goods in interstate commerce.'''
Cole, supra, at 1471. As we
stated at the outset, the Court of Appeals for the Ninth Circuit
takes a different view and interprets the § 1 exception to exclude
all contracts of employment from the reach of the FAA. This
comprehensive exemption had been advocated by
amici curiae
in
Gilmer, where we addressed the question whether a
registered securities representative's employment discrimination
claim under the Age Discrimination in Employment Act of 1967, 81
Stat. 602, as amended, 29 U. S. C. § 621
et seq., could be
submitted to arbitration pursuant to an agreement in his securities
registration application.
113
Concluding that the application was not a "contract of
employment" at all, we found it unnecessary to reach the meaning of
§ 1. See
Gilmer, supra, at 25, n. 2. There is no such
dispute in this case; while Circuit City argued in its petition for
certiorari that the employment application signed by Adams was not
a "contract of employment," we declined to grant certiorari on this
point. So the issue reserved in
Gilmer is presented
here.
B
Respondent, at the outset, contends that we need not address the
meaning of the § 1 exclusion provision to decide the case in his
favor. In his view, an employment contract is not a "contract
evidencing a transaction involving interstate commerce" at all,
since the word "transaction" in § 2 extends only to commercial
contracts. See
Craft, 177 F. 3d, at 1085 (concluding that §
2 covers only "commercial deal[s] or merchant's sale[s]"). This
line of reasoning proves too much, for it would make the § 1
exclusion provision superfluous. If all contracts of employment are
beyond the scope of the Act under the § 2 coverage provision, the
separate exemption for "contracts of employment of seamen, railroad
employees, or any other class of workers engaged in ... interstate
commerce" would be pointless. See,
e. g., Pennsylvania Dept. of
Public Welfare v.
Davenport, 495 U. S. 552, 562 (1990)
("Our cases express a deep reluctance to interpret a statutory
provision so as to render superfluous other provisions in the same
enactment"). The proffered interpretation of "evidencing a
transaction involving commerce," furthermore, would be inconsistent
with
Gilmer v.
Interstate/Johnson Lane Corp.,
500 U. S. 20
(1991), where we held that § 2 required the arbitration of an age
discrimination claim based on an agreement in a securities
registration application, a dispute that did not arise from a
"commercial deal or merchant's sale." Nor could respondent's
construction of § 2 be reconciled with the expansive reading of
those words adopted in
Allied-Bruce, 513 U. S., at 277,
279-280. If, then,
114
there is an argument to be made that arbitration agreements in
employment contracts are not covered by the Act, it must be
premised on the language of the § 1 exclusion provision itself.
Respondent, endorsing the reasoning of the Court of Appeals for
the Ninth Circuit that the provision excludes all employment
contracts, relies on the asserted breadth of the words "contracts
of employment of ... any other class of workers engaged in ...
commerce." Referring to our construction of § 2's coverage
provision in
Allied-Bruce-concluding that the words
"involving commerce" evidence the congressional intent to regulate
to the full extent of its commerce power-respondent contends § l's
interpretation should have a like reach, thus exempting all
employment contracts. The two provisions, it is argued, are
coterminous; under this view the "involving commerce" provision
brings within the FAA's scope all contracts within the Congress'
commerce power, and the "engaged in ... commerce" language in § 1
in turn exempts from the FAA all employment contracts falling
within that authority.
This reading of § 1, however, runs into an immediate and, in our
view, insurmountable textual obstacle. Unlike the "involving
commerce" language in § 2, the words "any other class of workers
engaged in ... commerce" constitute a residual phrase, following,
in the same sentence, explicit reference to "seamen" and "railroad
employees." Construing the residual phrase to exclude all
employment contracts fails to give independent effect to the
statute's enumeration of the specific categories of workers which
precedes it; there would be no need for Congress to use the phrases
"seamen" and "railroad employees" if those same classes of workers
were subsumed within the meaning of the "engaged in ... commerce"
residual clause. The wording of § 1 calls for the application of
the maxim
ejusdem generis, the statutory canon that "[w]here
general words follow specific words in a statutory enumeration, the
general words are construed to
115
embrace only objects similar in nature to those objects
enumerated by the preceding specific words." 2A N. Singer,
Sutherland on Statutes and Statutory Construction § 47.17 (1991);
see also
Norfolk &
Western R. Co. v.
Train
Dispatchers, 499
U. S. 117, 129 (1991). Under this rule of construction the
residual clause should be read to give effect to the terms "seamen"
and "railroad employees," and should itself be controlled and
defined by reference to the enumerated categories of workers which
are recited just before it; the interpretation of the clause
pressed by respondent fails to produce these results.
Canons of construction need not be conclusive and are often
countered, of course, by some maxim pointing in a different
direction. The application of the rule
ejusdem generis in
this case, however, is in full accord with other sound
considerations bearing upon the proper interpretation of the
clause. For even if the term "engaged in commerce" stood alone in §
1, we would not construe the provision to exclude all contracts of
employment from the FAA. Congress uses different modifiers to the
word "commerce" in the design and enactment of its statutes. The
phrase "affecting commerce" indicates Congress' intent to regulate
to the outer limits of its authority under the Commerce Clause.
See,
e. g.,
Allied-Bruce, 513 U. S., at 277. The
"involving commerce" phrase, the operative words for the reach of
the basic coverage provision in § 2, was at issue in
Allied-Bruce. That particular phrase had not been
interpreted before by this Court. Considering the usual meaning of
the word "involving," and the pro-arbitration purposes of the FAA,
Allied-Bruce held the "word 'involving,' like 'affecting,'
signals an intent to exercise Congress' commerce power to the
full."
Ibid. Unlike those phrases, however, the general
words "in commerce" and the specific phrase "engaged in commerce"
are understood to have a more limited reach. In
Allied-Bruce
itself the Court said the words "in commerce" are "of tenfound
words of art" that we have not read as expressing
116
congressional intent to regulate to the outer limits of
authority under the Commerce Clause.
Id., at 273; see also
United States v.
American Building Maintenance
Industries, 422
U. S. 271, 279-280 (1975) (phrase "engaged in commerce" is "a
term of art, indicating a limited assertion of federal
jurisdiction");
Jones v.
United States, 529 U. S. 848, 855 (2000)
(phrase "used in commerce" "is most sensibly read to mean active
employment for commercial purposes, and not merely a passive,
passing, or past connection to commerce").
It is argued that we should assess the meaning of the phrase
"engaged in commerce" in a different manner here, because the FAA
was enacted when congressional authority to regulate under the
commerce power was to a large extent confined by our decisions. See
United States v.
Lopez, 514 U. S. 549, 556 (1995)
(noting that Supreme Court decisions beginning in 1937 "ushered in
an era of Commerce Clause jurisprudence that greatly expanded the
previously defined authority of Congress under that Clause"). When
the FAA was enacted in 1925, respondent reasons, the phrase
"engaged in commerce" was not a term of art indicating a limited
assertion of congressional jurisdiction; to the contrary, it is
said, the formulation came close to expressing the outer limits of
Congress' power as then understood. See,
e. g., The Employers'
Liability Cases, 207 U. S. 463, 498 (1908)
(holding unconstitutional jurisdictional provision in Federal
Employers Liability Act (FELA) covering the employees of "every
common carrier engaged in trade or commerce");
Second Employers'
Liability Cases, 223 U. S. 1, 48-49 (1912);
but cf.
Illinois Central R. Co. v.
Behrens, 233 U. S. 473 (1914)
(noting in dicta that the amended FELA's application to common
carriers "while engaging in commerce" did not reach all employment
relationships within Congress' commerce power). Were this mode of
interpretation to prevail, we would take into account the scope of
the Commerce Clause, as then elaborated by the Court, at the date
of the FAA's enactment in order to interpret what the statute means
now.
117
A variable standard for interpreting common, jurisdictional
phrases would contradict our earlier cases and bring instability to
statutory interpretation. The Court has declined in past cases to
afford significance, in construing the meaning of the statutory
jurisdictional provisions "in commerce" and "engaged in commerce,"
to the circumstance that the statute predated shifts in the Court's
Commerce Clause cases. In
FTC v.
Bunte Brothers,
Inc., 312 U. S.
349 (1941), the Court rejected the contention that the phrase
"in commerce" in § 5 of the Federal Trade Commission Act, 38 Stat.
719, 15 U. S. C. § 45, a provision enacted by Congress in 1914,
should be read in as expansive a manner as "affecting commerce."
See
Bunte Bros., supra, at 350-351. We entertained a similar
argument in a pair of cases decided in the 1974 Term concerning the
meaning of the phrase "engaged in commerce" in § 7 of the Clayton
Act, 38 Stat. 731, 15 U. S. C. § 18, another 1914 congressional
enactment. See
American Building Maintenance, supra, at
277-283;
Gulf Oil Corp. v.
Copp Paving Co., 419 U. S. 186, 199-202
(1974). We held that the phrase "engaged in commerce" in § 7 "means
engaged in the flow of interstate commerce, and was not intended to
reach all corporations engaged in activities subject to the federal
commerce power."
American Building Maintenance, supra, at
283; cf.
Gulf Oil, supra, at 202 (expressing doubt as to
whether an "argument from the history and practical purposes of the
Clayton Act" could justify "radical expansion of the Clayton Act's
scope beyond that which the statutory language defines").
The Court's reluctance to accept contentions that Congress used
the words "in commerce" or "engaged in commerce" to regulate to the
full extent of its commerce power rests on sound foundation, as it
affords objective and consistent significance to the meaning of the
words Congress uses when it defines the reach of a statute. To say
that the statutory words "engaged in commerce" are subject to
variable interpretations depending upon the date of adoption, even
a date
118
before the phrase became a term of art, ignores the reason why
the formulation became a term of art in the first place:
The plain meaning of the words "engaged in commerce" is narrower
than the more open-ended formulations "affecting commerce" and
"involving commerce." See,
e. g., Gulf Oil, supra, at 195
(phrase "engaged in commerce" "appears to denote only persons or
activities within the flow of interstate commerce"). It would be
unwieldy for Congress, for the Court, and for litigants to be
required to deconstruct statutory Commerce Clause phrases depending
upon the year of a particular statutory enactment.
In rejecting the contention that the meaning of the phrase
"engaged in commerce" in § 1 of the FAA should be given a broader
construction than justified by its evident language simply because
it was enacted in 1925 rather than 1938, we do not mean to suggest
that statutory jurisdictional formulations "necessarily have a
uniform meaning whenever used by Congress."
American Building
Maintenance Industries, supra, at 277. As the Court has noted:
"The judicial task in marking out the extent to which Congress has
exercised its constitutional power over commerce is not that of
devising an abstract formula."
A. B. Kirschbaum Co. v.
Walling, 316
U. S. 517, 520 (1942). We must, of course, construe the
"engaged in commerce" language in the FAA with reference to the
statutory context in which it is found and in a manner consistent
with the FAA's purpose. These considerations, however, further
compel that the § 1 exclusion provision be afforded a narrow
construction. As discussed above, the location of the phrase "any
other class of workers engaged in ... commerce" in a residual
provision, after specific categories of workers have been
enumerated, undermines any attempt to give the provision a
sweeping, openended construction. And the fact that the provision
is contained in a statute that "seeks broadly to overcome judicial
hostility to arbitration agreements,"
Allied-Bruce, 513 U.
S., at 272-273, which the Court concluded in
Allied-Bruce
coun-
119
seled in favor of an expansive reading of § 2, gives no reason
to abandon the precise reading of a provision that exempts
contracts from the FAA's coverage.
In sum, the text of the FAA forecloses the construction of § 1
followed by the Court of Appeals in the case under review, a
construction which would exclude all employment contracts from the
FAA. While the historical arguments respecting Congress'
understanding of its power in 1925 are not insubstantial, this fact
alone does not give us basis to adopt, "by judicial decision rather
than amendatory legislation,"
Gulf Oil, supra, at 202, an
expansive construction of the FAA's exclusion provision that goes
beyond the meaning of the words Congress used. While it is of
course possible to speculate that Congress might have chosen a
different jurisdictional formulation had it known that the Court
would soon embrace a less restrictive reading of the Commerce
Clause, the text of § 1 precludes interpreting the exclusion
provision to defeat the language of § 2 as to all employment
contracts. Section 1 exempts from the FAA only contracts of
employment of transportation workers.
C
As the conclusion we reach today is directed by the text of § 1,
we need not assess the legislative history of the exclusion
provision. See
Ratzlafv. United States, 510 U. S. 135, 147148
(1994) ("[W]e do not resort to legislative history to cloud a
statutory text that is clear"). We do note, however, that the
legislative record on the § 1 exemption is quite sparse. Respondent
points to no language in either Committee Report addressing the
meaning of the provision, nor to any mention of the § 1 exclusion
during debate on the FAA on the floor of the House or Senate.
Instead, respondent places greatest reliance upon testimony before
a Senate subcommittee hearing suggesting that the exception may
have been added in response to the objections of the president of
the International Seamen's Union of America. See Hearing on
120
S. 4213 and S. 4214 before a Subcommittee of the Senate
Committee on the Judiciary, 67th Cong., 4th Sess., 9 (1923).
Legislative history is problematic even when the attempt is to draw
inferences from the intent of duly appointed committees of the
Congress. It becomes far more so when we consult sources still more
steps removed from the full Congress and speculate upon the
significance of the fact that a certain interest group sponsored or
opposed particular legislation. Cf.
Kelly v.
Robinson, 479
U. S. 36, 51, n. 13 (1986) ("[N]one of those statements was
made by a Member of Congress, nor were they included in the
official Senate and House Reports. We decline to accord any
significance to these statements"). We ought not attribute to
Congress an official purpose based on the motives of a particular
group that lobbied for or against a certain proposal-even assuming
the precise intent of the group can be determined, a point doubtful
both as a general rule and in the instant case. It is for the
Congress, not the courts, to consult political forces and then
decide how best to resolve conflicts in the course of writing the
objective embodiments of law we know as statutes.
Nor can we accept respondent's argument that our holding
attributes an irrational intent to Congress. "Under petitioner's
reading of § 1," he contends, "those employment contracts
most involving interstate commerce, and thus most assuredly
within the Commerce Clause power in 1925 ... are
excluded
from [the] Act's coverage; while those employment contracts having
a
less direct and less certain connection to interstate
commerce ... would come
within the Act's affirmative
coverage and would not be excluded." Brief for Respondent 38
(emphases in original).
We see no paradox in the congressional decision to exempt the
workers over whom the commerce power was most apparent. To the
contrary, it is a permissible inference that the employment
contracts of the classes of workers in § 1 were excluded from the
FAA precisely because of Congress' undoubted authority to govern
the employment relationships
121
at issue by the enactment of statutes specific to them. By the
time the FAA was passed, Congress had already enacted federal
legislation providing for the arbitration of disputes between
seamen and their employers, see Shipping Commissioners Act of 1872,
17 Stat. 262. When the FAA was adopted, moreover, grievance
procedures existed for railroad employees under federal law, see
Transportation Act of 1920, §§ 300-316, 41 Stat. 456, and the
passage of a more comprehensive statute providing for the mediation
and arbitration of railroad labor disputes was imminent, see
Railway Labor Act of 1926, 44 Stat. 577, 46 U. S. C. § 651
(repealed). It is reasonable to assume that Congress excluded
"seamen" and "railroad employees" from the FAA for the simple
reason that it did not wish to unsettle established or developing
statutory dispute resolution schemes covering specific workers.
As for the residual exclusion of "any other class of workers
engaged in foreign or interstate commerce," Congress' demonstrated
concern with transportation workers and their necessary role in the
free flow of goods explains the linkage to the two specific,
enumerated types of workers identified in the preceding portion of
the sentence. It would be rational for Congress to ensure that
workers in general would be covered by the provisions of the FAA,
while reserving for itself more specific legislation for those
engaged in transportation. See
Pryner v.
Tractor Supply
Co., 109 F. 3d, at 358 (Posner, C. J.). Indeed, such
legislation was soon to follow, with the amendment of the Railway
Labor Act in 1936 to include air carriers and their employees, see
49 Stat. 1189, 45 U. S. C. §§ 181-188.
III
Various
amici, including the attorneys general of 21
States, object that the reading of the § 1 exclusion provision
adopted today intrudes upon the policies of the separate States.
They point out that, by requiring arbitration agreements in most
employment contracts to be covered by the
122
FAA, the statute in effect pre-empts those state employment laws
which restrict or limit the ability of employees and employers to
enter into arbitration agreements. It is argued that States should
be permitted, pursuant to their traditional role in regulating
employment relationships, to prohibit employees like respondent
from contracting away their right to pursue state-law
discrimination claims in court.
It is not our holding today which is the proper target of this
criticism. The line of argument is relevant instead to the Court's
decision in
Southland Corp. v.
Keating, 465 U. S. 1 (1984), holding
that Congress intended the FAA to apply in state courts, and to
pre-empt state antiarbitration laws to the contrary. See id., at
16.
The question of
Southland's continuing vitality was given
explicit consideration in
Allied-Bruce, and the Court
declined to overrule it. 513 U. S., at 272; see also id., at 282
(O'CONNOR, J., concurring). The decision, furthermore, is not
directly implicated in this case, which concerns the application of
the FAA in a federal, rather than in a state, court. The Court
should not chip away at
Southland by indirection, especially
by the adoption of the variable statutory interpretation theory
advanced by the respondent in the instant case. Not all of the
Justices who join to day's holding agreed with
Allied-Bruce,
see 513 U. S., at 284 (SCALIA, J., dissenting); id., at 285
(THOMAS, J., dissenting), but it would be incongruous to adopt, as
we did in
Allied-Bruce, a conventional reading of the FAA's
coverage in § 2 in order to implement proarbitration policies and
an unconventional reading of the reach of § 1 in order to undo the
same coverage. In
All iedBruce the Court noted that Congress
had not moved to overturn
Southland, see 513 U. S., at 272;
and we now note that it has not done so in response to
Allied-Bruce itself.
Furthermore, for parties to employment contracts not involving
the specific exempted categories set forth in § 1, it is true here,
just as it was for the parties to the contract at issue in
Allied-Bruce, that there are real benefits to the
123
enforcement of arbitration provisions. We have been clear in
rejecting the supposition that the advantages of the arbitration
process somehow disappear when transferred to the employment
context. See
Gilmer, 500 U. S., at 30-32. Arbitration
agreements allow parties to avoid the costs of litigation, a
benefit that may be of particular importance in employment
litigation, which often involves smaller sums of money than
disputes concerning commercial contracts. These litigation costs to
parties (and the accompanying burden to the courts) would be
compounded by the difficult choice-of-Iaw questions that are often
presented in disputes arising from the employment relationship, cf.
Egelhoff v.
Egelhoff, post, at 149 (noting possible
"choice-of-Iaw problems" presented by state laws affecting
administration of Employee Retirement Income Security Act of 1974
plans), and the necessity of bifurcation of proceedings in those
cases where state law precludes arbitration of certain types of
employment claims but not others. The considerable complexity and
uncertainty that the construction of § 1 urged by respondent would
introduce into the enforceability of arbitration agreements in
employment contracts would call into doubt the efficacy of
alternative dispute resolution procedures adopted by many of the
Nation's employers, in the process undermining the FAA's pro
arbitration purposes and "breeding litigation from a statute that
seeks to avoid it."
Allied-Bruce, supra, at 275. The Court
has been quite specific in holding that arbitration agreements can
be enforced under the FAA without contravening the policies of
congressional enactments giving employees specific protection
against discrimination prohibited by federal law; as we noted in
Gilmer, "'[b]y agreeing to arbitrate a statutory claim, a
party does not forgo the substantive rights afforded by the
statute; it only submits to their resolution in an arbitral, rather
than a judicial, forum.''' 500 U. S., at 26 (quoting
Mitsubishi
Motors Corp. v.
Soler Chrysler-Plymouth, Inc., 473 U. S. 614, 628
(1985)).
Gilmer, of course, involved a federal
124
statute, while the argument here is that a state statute ought
not be denied state judicial enforcement while awaiting the outcome
of arbitration. That matter, though, was addressed in
Southland and
Allied-Bruce, and we do not revisit the
question here.
***
For the foregoing reasons, the judgment of the Court of Appeals
for the Ninth Circuit is reversed, and the case is remanded for
further proceedings consistent with this opinion.
It is so ordered.
JUSTICE STEVENS, with whom JUSTICE GINSBURG and JUSTICE BREYER
join, and with whom JUSTICE SOUTER joins as to Parts II and III,
dissenting.
JUSTICE SOUTER has cogently explained why the Court's
parsimonious construction of § 1 of the Federal Arbitration Act
(FAA or Act) is not consistent with its expansive reading of § 2. I
join his dissent, but believe that the Court's heavy reliance on
the views expressed by the Courts of Appeals during the past decade
makes it appropriate to comment on three earlier chapters in the
history of this venerable statute.
I
Section 2 of the FAA makes enforceable written agreements to
arbitrate "in any maritime transaction or a contract evidencing a
transaction involving commerce." 9 U. S. C. § 2. If we were writing
on a clean slate, there would be good reason to conclude that
neither the phrase "maritime transaction" nor the phrase "contract
evidencing a transaction involving commerce" was intended to
encompass employment contracts.1
1 Doing so, in any event, is not precluded by our decision in
Allied-Bruce Terminix Coso v.
Dobson, 513 U. S. 265 (1995).
While we held that § 2 of
125
The history of the Act, which is extensive and well documented,
makes clear that the FAA was a response to the refusal of courts to
enforce commercial arbitration agreements, which were commonly used
in the maritime context. The original bill was drafted by the
Committee on Commerce, Trade, and Commercial Law of the American
Bar Association (ABA) upon consideration of "the further extension
of the principle of
commercial arbitration." Report of the
Forty-third Annual Meeting of the ABA, 45 A. B. A. Rep. 75 (1920)
(emphasis added). As drafted, the bill was understood by Members of
Congress to "simply provid[e] for one thing, and that is to give an
opportunity to enforce an agreement in
commercial contracts
and
admiralty contracts." 65 Congo Rec. 1931 (1924) (remarks
of Rep. Graham) (emphasis added).2 It is no surprise, then, that
when the legislation
the FAA evinces Congress' intent to exercise its full Commerce
Clause power, id., at 277, the case did not involve a contract of
employment, nor did it consider whether such contracts fall within
either category of § 2's coverage provision, however broadly
construed, in light of the legislative history detailed
infra this page and 126-127.
2 Consistent with this understanding, Rep. Mills, who introduced
the original bill in the House, explained that it "provides that
where there are
commercial contracts and there is
disagreement under the contract, the court can [en]force an
arbitration agreement in the same way as other portions of the
contract." 65 Congo Rec., at 11080 (emphasis added). And before the
Senate, the chairman of the New York Chamber of Commerce, one of
the many business organizations that requested introduction of the
bill, testified that it was needed to "enable
business men
to settle their disputes expeditiously and economically, and will
reduce the congestion in the Federal and State courts." Hearing on
S. 4213 and S. 4214 before a Subcommittee of the Senate Committee
on the Judiciary, 67th Cong., 4th Sess., 2 (1923) (Hearing)
(emphasis added). See also id., at 14 (letter of H. Hoover,
Secretary of Commerce) ("I have been, as you may know, very
strongly impressed with the urgent need of a Federal
commercial arbitration act. The American Bar Association has
now joined hands with the business men of this country to the same
effect and unanimously approved" the bill drafted by the ABA
committee and introduced in both Houses of Congress (emphasis
added)).
126
was first introduced in 1922,3 it did not mention employment
contracts, but did contain a rather precise definition of the term
"maritime transactions" that underscored the commercial character
of the proposed bill. 4 Indeed, neither the history of the drafting
of the original bill by the ABA, nor the records of the
deliberations in Congress during the years preceding the ultimate
enactment of the Act in 1925, contain any evidence that the
proponents of the legislation intended it to apply to agreements
affecting employment.
Nevertheless, the original bill was opposed by representatives
of organized labor, most notably the president of the International
Seamen's Union of America,5 because of their
3 S. 4214, 67th Cong., 4th Sess. (1922) (S. 4214); H. R. 13522,
67th Cong., 4th Sess. (1922) (H. R. 13522). See 64 Congo Rec. 732,
797 (1922).
4 "[M]aritime transactions" was defined as "charter parties,
bills of lading of water carriers, agreements relating to wharfage,
supplies furnished vessels or repairs to vessels, seamen's wages,
collisions, or any other matters in foreign or interstate commerce
which, if the subject of controversy, would be embraced within
admiralty jurisdiction." S. 4214, § 1; H. R. 13522, § 1. Although
there was no illustrative definition of "contract evidencing a
transaction involving commerce," the draft defined "commerce" as
"commerce among the several States or with foreign nations, or in
any Territory of the United States or in the District of Columbia,
or between any such Territory and another, or between any such
Territory and any State or foreign nation, or between the District
of Columbia and any State or Territory or foreign nation." S. 4214,
§ 1; H. R. 13522, § 1. Considered together, these definitions
embrace maritime and nonmaritime commercial transactions, and with
one possible exception do not remotely suggest coverage of
employment contracts. That exception, "seamen's wages," was
eliminated by the time the bill was reintroduced in the next
session of Congress, when the exclusions in § 1 were added. See
Joint Hearings on S. 1005 and H. R. 646 before the Subcommittees of
the Committees on the Judiciary, 68th Cong., 1st Sess., 2 (1924)
(Joint Hearings); see also
infra, at 127. These definitions
were enacted as amended and remain essentially the same today.
5He stated:
"[T]his bill provides for reintroduction of forced or
involuntary labor, if the freeman through his necessities shall be
induced to sign. Will such
127
concern that the legislation might authorize federal judicial
enforcement of arbitration clauses in employment contracts and
collective-bargaining agreements.6 In response to those objections,
the chairman of the ABA committee that drafted the legislation
emphasized at a Senate Judiciary Subcommittee hearing that "[i]t is
not intended that this shall be an act referring to labor disputes,
at all," but he also observed that "if your honorable committee
should feel that there is any danger of that, they should add to
the bill the following language, 'but nothing herein contained
shall apply to seamen or any class of workers in interstate and
foreign commerce.'" Hearing 9. Similarly, another supporter of the
bill, then Secretary of Commerce Herbert Hoover, suggested that
"[i]f objection appears to the inclusion of workers' contracts in
the law's scheme, it might be well amended by stating 'but nothing
herein contained shall apply to contracts of employment of seamen,
railroad employees, or any other class of workers engaged in
interstate or foreign commerce.'"
Id., at 14. The
legislation was reintroduced in the next session of Congress with
Secretary Hoover's exclusionary language added to § 1,7 and the
amendment eliminated organized labor's opposition to the proposed
law. 8
contracts be signed? Esau agreed, because he was hungry. It was
the desire to live that caused slavery to begin and continue. With
the growing hunger in modern society, there will be but few that
will be able to resist. The personal hunger of the
seaman,
and the hunger of the wife and children of the
railroad man
will surely tempt them to sign, and so with
sundry other workers
in 'Interstate and Foreign Commerce.''' Proceedings of the
Twenty-sixth Annual Convention of the International Seamen's Union
of America 203-204 (1923) (emphasis added).
6 See Hearing 9. See also Textile Workers v. Lincoln Mills of
Ala., 353
8 Indeed, in a postenactment comment on the amendment, the
Executive Council of the American Federation of Labor reported:
"Protests from the American Federation of Labor and the
International Seamen's Union brought an amendment which provided
that 'nothing
128
That amendment is what the Court construes today. History amply
supports the proposition that it was an uncontroversial provision
that merely confirmed the fact that no one interested in the
enactment of the FAA ever intended or expected that § 2 would apply
to employment contracts. It is particularly ironic, therefore, that
the amendment has provided the Court with its sole justification
for refusing to give the text of § 2 a natural reading. Playing
ostrich to the substantial history behind the amendment, see
ante, at 119 ("[WJe need not assess the legislative history
of the exclusion provision"), the Court reasons in a vacuum that
"[i]f all contracts of employment are beyond the scope of the Act
under the § 2 coverage provision, the separate exemption" in § 1
"would be pointless,"
ante, at 113. But contrary to the
Court's suggestion, it is not "pointless" to adopt a clarifying
amendment in order to eliminate opposition to a bill. Moreover, the
majority's reasoning is squarely contradicted by the Court's
approach in
Bernhardt v.
Polygraphic Co. of America,
350 U. S. 198,
200, 201, n. 3 (1956), where the Court concluded that an employment
contract did not "evidence 'a transaction involving commerce'
within the meaning of § 2 of the Act," and therefore did not "reach
the further question whether in any event petitioner would be
included in 'any other class of workers' within the exceptions of §
1 of the Act."
The irony of the Court's reading of § 2 to include contracts of
employment is compounded by its cramped interpretation of the
exclusion inserted into § 1. As proposed and enacted, the exclusion
fully responded to the concerns of the Seamen's Union and other
labor organizations that § 2 might encom-
herein contained shall apply to contracts of employment of
seamen, railroad employes or any other class of workers engaged in
foreign or interstate commerce.' This exempted labor from the
provisions of the law, although its sponsors denied there was any
intention to include labor disputes." Proceedings of the
Forty-fifth Annual Convention of the American Federation of Labor
52 (1925).
129
pass employment contracts by expressly exempting the labor
agreements not only of "seamen" and "railroad employees," but also
of
"any other class of workers engaged in foreign or
interstate commerce." 9 U. S. C. § 1 (emphasis added). Today,
however, the Court fulfills the original-and originally
unfounded-fears of organized labor by essentially rewriting the
text of § 1 to exclude the employment contracts
solely of
"seamen, railroad employees, or any other class of
[transportation] workers engaged in foreign or interstate
commerce." See
ante, at 119. In contrast, whether one views
the legislation before or after the amendment to § 1, it is clear
that it was not intended to apply to employment contracts at
all.
II
A quarter century after the FAA was passed, many Courts of
Appeals were presented with the question whether
collective-bargaining agreements were "contracts of employment" for
purposes of § l's exclusion. The courts split over that question,
with at least the Third, Fourth, and Fifth Circuits answering in
the affirmative,9 and the First and Sixth Circuits answering in the
negative.lO Most of these cases neither involved employees engaged
in transportation nor turned on whether the workers were so
occupied. Indeed, the general assumption seemed to be, as the Sixth
Circuit stated early on, that § 1 "was deliberately worded by the
Congress to exclude from the [FAA] all contracts of employ-
9 Lincoln Mills of Ala. v. Textile Workers,
230 F.2d
81, 86 (CA5 1956), rev'd on other grounds,
353 U. S. 448 (1957);
Electrical Workers v. Miller Metal Products, Inc.,
215 F.2d
221, 224 (CA4 1954); Electric R. and Motor Coach Employees v.
Pennsylvania Greyhound Lines, Inc.,
192 F.2d
310, 313 (CA3 1951). Apparently, two other Circuits shared this
view. See Mercury Oil Refining Co. v. Oil Workers,
187 F.2d
980, 983 (CAW 1951); Shirley-Herman Co. v. Hod Carriers,
182 F.2d
806, 809 (CA2 1950).
10 Electrical Workers v. General Elec. Co.,
233 F.2d
85, 100 (CA1 1956), aff'd on other grounds,
353 U. S. 547 (1957);
Hoover Motor Express Co., Inc. v. Teamsters,
217
F.2d 49,53 (CA6 1954).
130
ment of workers engaged in interstate commerce."
Gatliff Coal
Co. v.
Cox, 142 F.2d 876, 882 (1944).
The contrary view that the Court endorses today-namely, that
only employees engaged in interstate transportation are excluded by
§ 1-was not expressed until 1954, by the Third Circuit in
Tenney
Engineering, Inc. v.
Electrical Workers, 207 F.2d
450, 452 (1953). And that decision, significantly, was rejected
shortly thereafter by the Fourth Circuit. See
Electrical
Workers v.
Miller Metal Products, Inc., 215 F.2d
221, 224 (1954). The conflict among the Circuits that persisted
in the 1950's thus suggests that it may be inappropriate to attach
as much weight to recent Court of Appeals opinions as the Court
does in this case. See
ante, at 109, 110-111, 112.
Even more important than the 1950's conflict, however, is the
way in which this Court tried to resolve the debate. In
Textile
Workers v.
Lincoln Mills of Ala., 353 U. S. 448 (1957), the
Court granted certiorari to consider the union's claim that, in a
suit brought under § 301 of the Labor Management Relations Act,
1947 (LMRA), a federal court may enforce the arbitration clause in
a collective-bargaining agreement. The union argued that such
authority was implicitly granted by § 301 and explicitly granted by
§ 2 of the FAA. In support of the latter argument, the union asked
the Court to rule either that a collective-bargaining agreement is
not a "contrac[t] of employment" within the meaning of the
exclusion in § 1, or that the exclusion is limited to
transportation workers.11 The Court did not accept either argument,
but held that § 301 itself provided the authority to compel
arbitration. The fact that the Court relied on § 301 of the LMRA, a
statutory provision that does not mention arbitration, rather than
the FAA, a statute that expressly authorizes the enforcement of
arbitration agreements, strongly implies that the Court had
concluded that the FAA simply did
11 See Brief for Petitioner in Textile Workers v. Lincoln Mills
of Ala.,
131
not apply because § 1 exempts labor contracts. That was how
Justice Frankfurter, who of course was present during the
deliberations on the case, explained the disposition of the FAA
issues. See 353 U. S., at 466-468 (dissenting opinion).12
Even if Justice Frankfurter's description of the majority's
rejection of the applicability of the FAA does not suffice to
establish
Textile Workers as precedent for the meaning of §
1, his opinion unquestionably reveals his own interpretation of the
Act. Moreover, given that Justice Marshall and I have also
subscribed to that reading of § 1,13 and that three more Members of
this Court do so in dissenting from today's decision, it follows
that more Justices have endorsed that view than the one the Court
now adopts. That fact, of course, does not control the disposition
of this case, but it does seem to me that it is entitled to at
least as much respect as the number of Court of Appeals decisions
to which the Court repeatedly refers.
III
Times have changed. Judges in the 19th century disfavored
private arbitration. The 1925 Act was intended to overcome that
attitude, but a number of this Court's cases decided in the last
several decades have pushed the pendu-
12 In Justice Frankfurter's words,
"Naturally enough, I find rejection, though not explicit, of the
availability of the Federal Arbitration Act to enforce arbitration
clauses in collectivebargaining agreements in the silent treatment
given that Act by the Court's opinion. If an Act that authorizes
the federal courts to enforce arbitration provisions in contracts
generally, but specifically denies authority to decree that remedy
for 'contracts of employment,' were available, the Court would
hardly spin such power out of the empty darkness of § 301. I would
make this rejection explicit, recognizing that when Congress passed
legislation to enable arbitration agreements to be enforced by the
federal courts, it saw fit to exclude this remedy with respect to
labor contracts."
Textile Workers v.
Lincoln Mills of
Ala., 353 U. S., at 466 (dissenting opinion).
13 See Gilmer v. Interstate/Johnson Lane Corp.,
500 U. S. 20, 36, 38-41
(1991) (dissenting opinion).
132
lum far beyond a neutral attitude and endorsed a policy that
strongly favors private arbitration.14 The strength of that policy
preference has been echoed in the recent Court of Appeals opinions
on which the Court relies.15 In a sense, therefore, the Court is
standing on its own shoulders when it points to those cases as the
basis for its narrow construction of the exclusion in § 1. There is
little doubt that the Court's interpretation of the Act has given
it a scope far beyond the expectations of the Congress that enacted
it. See,
e. g., Southland Corp. v.
Keating, 465 U. S. 1, 17-21 (1984)
(STEVENS, J., concurring in part and dissenting in part); id., at
21-36 (O'CONNOR, J., dissenting).
It is not necessarily wrong for the Court to put its own imprint
on a statute. But when its refusal to look beyond the raw statutory
text enables it to disregard countervailing considerations that
were expressed by Members of the enacting Congress and that remain
valid today, the Court misuses its authority. As the history of the
legislation indicates, the potential disparity in bargaining power
between individual employees and large employers was the source of
organized labor's opposition to the Act, which it feared would
require courts to enforce unfair employment contracts. That same
concern, as JUSTICE SOUTER points out, see
post, at 138, n.
2, underlay Congress' exemption of contracts of
14 See, e. g., Gilmer v. Interstate/Johnson Lane Corp.,
500 U. S. 20 (1991);
Rodriguez de Quijas v. Shearson/American Express, Inc.,
490 U. S. 477 (1989);
Shearson/American Express Inc. v. McMahon,
482 U. S. 220 (1987);
Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc.,
473 U. S. 614 (1985);
Southland Corp. v. Keating,
465 U. S. 1 (1984); Moses
H. Cone Memorial Hospital v. Mercury Constr. Corp.,
460 U. S. 1 (1983); Prima
Paint Corp. v. Flood & Conklin Mfg. Co.,
388 U. S. 395 (1967).
15 See,
e. g., O'Neil v.
Hilton Head Hosp.,
115 F.3d
272, 274
(CA4 1997) ("The circuit courts have uniformly
reasoned that the strong federal policy in favor of arbitration
requires a narrow reading of this section 1 exemption. Thus, those
courts have limited the section 1 exemption to seamen, railroad
workers, and other workers actually involved in the interstate
transportation of goods").
133
employment from mandatory arbitration. When the Court simply
ignores the interest of the unrepresented employee, it skews its
interpretation with its own policy preferences.
This case illustrates the wisdom of an observation made by
Justice Aharon Barak of the Supreme Court of Israel. He has
perceptively noted that the "minimalist" judge "who holds that the
purpose of the statute may be learned only from its language" has
more discretion than the judge "who will seek guidance from every
reliable source." Judicial Discretion 62 (Y. Kaufmann transl.
1989). A method of statutory interpretation that is deliberately
uninformed, and hence unconstrained, may produce a result that is
consistent with a court's own views of how things should be, but it
may also defeat the very purpose for which a provision was enacted.
That is the sad result in this case.
I respectfully dissent.
JUSTICE SOUTER, with whom JUSTICE STEVENS, JUSTICE GINSBURG, and
JUSTICE BREYER join, dissenting.
Section 2 of the Federal Arbitration Act (FAA or Act) provides
for the enforceability of a written arbitration clause in "any
maritime transaction or a contract evidencing a transaction
involving commerce," 9 U. S. C. § 2, while § 1 exempts from the
Act's coverage "contracts of employment of seamen, railroad
employees, or any other class of workers engaged in foreign or
interstate commerce." Whatever the understanding of Congress's
implied admiralty power may have been when the Act was passed in
1925, the commerce power was then thought to be far narrower than
we have subsequently come to see it. As a consequence, there are
two quite different ways of reading the scope of the Act's
provisions. One way would be to say, for example, that the coverage
provision extends only to those contracts "involving commerce" that
were understood to be covered in 1925; the other would be to read
it as exercising Congress's commerce jurisdiction in its modern
conception in the same way it was
134
thought to implement the more limited view of the Commerce
Clause in 1925. The first possibility would result in a statutory
ambit frozen in time, behooving Congress to amend the statute
whenever it desired to expand arbitration clause enforcement beyond
its scope in 1925; the second would produce an elastic reach, based
on an understanding that Congress used language intended to go as
far as Congress could go, whatever that might be over time.
In
Allied-Bruce Terminix Coso v.
Dobson, 513 U. S. 265 (1995), we
decided that the elastic understanding of § 2 was the more sensible
way to give effect to what Congress intended when it legislated to
cover contracts "involving commerce," a phrase that we found an apt
way of providing that coverage would extend to the outer
constitutional limits under the Commerce Clause. The question here
is whether a similarly general phrase in the § 1 exemption,
referring to contracts of "any ... class of workers engaged in
foreign or interstate commerce," should receive a correspondingly
evolutionary reading, so as to expand the exemption for employment
contracts to keep pace with the enhanced reach of the general
enforceability provision. If it is tempting to answer yes, on the
principle that what is sauce for the goose is sauce for the gander,
it is sobering to realize that the Courts of Appeals have, albeit
with some fits and starts as noted by JUSTICE STEVENS,
ante,
at 129-130 (dissenting opinion),l overwhelmingly rejected the
evolutionary reading of § 1 accepted by the Court of Appeals in
this case. See
ante, at 110-111 (opinion of the Court)
(citing cases). A ma-
1 Compare,
e. g., Asplundh Tree Expert Co. v.
Bates, 71 F.3d
592, 600
601 (CA6 1995) (construing exclusion narrowly),
with
Willis v.
Dean Witter Reynolds, 948 F.2d
305,311-312
(CA6 1991) (concluding, in dicta, that
contracts of employment are generally excluded), and
Gatliff
Coal Co. v.
Cox, 142 F.2d 876, 882
(CA6 1944)
("[T]he Arbitration Act excluded employment contracts"). See also
Craft v.
Campbell Soup Co., 177
F.3d 1083, 1086, n. 6 (CA9 1999) (noting intracircuit
inconsistency).
135
jority of this Court now puts its
imprimatur on the
majority view among the Courts of Appeals.
The number of courts arrayed against reading the § 1 exemption
in a way that would allow it to grow parallel to the expanding § 2
coverage reflects the fact that this minority view faces two
hurdles, each textually based and apparent from the face of the
Act. First, the language of coverage (a contract evidencing a
transaction "involving commerce") is different from the language of
the exemption (a contract of a worker "engaged in ... commerce").
Second, the "engaged in ... commerce" catchall phrase in the
exemption is placed in the text following more specific exemptions
for employment contracts of "seamen" and "railroad employees." The
placement possibly indicates that workers who are excused from
arbitrating by virtue of the catchall exclusion must resemble
seamen and railroad workers, perhaps by being employees who
actually handle and move goods as they are shipped interstate or
internationally.
Neither hurdle turns out to be a bar, however. The first
objection is at best inconclusive and weaker than the grounds to
reject it; the second is even more certainly inapposite, for
reasons the Court itself has stated but misunderstood.
I
Is Congress further from a plenary exercise of the commerce
power when it deals with contracts of workers "engaged in ...
commerce" than with contracts detailing transactions "involving
commerce?" The answer is an easy yes, insofar as the former are
only the class of labor contracts, while the latter are not so
limited. But that is not the point. The question is whether
Congress used language indicating that it meant to cover as many
contracts as the Commerce Clause allows it to reach within each
class of contracts addressed. In
Allied-Bruce we examined
the 1925 context and held that "involving commerce" showed just
such a plenary intention, even though at the time we decided that
case
136
we had long understood "affecting commerce" to be the
quintessential expression of an intended plenary exercise of
commerce power. 513 U. S., at 273-274; see also
Wickard v.
Filburn, 317
U. S. 111 (1942).
Again looking to the context of the time, I reach the same
conclusion about the phrase "engaged in commerce" as a description
of employment contracts exempted from the Act. When the Act was
passed (and the commerce power was closely confined) our case law
indicated that the only employment relationships subject to the
commerce power were those in which workers were actually engaged in
interstate commerce. Compare
The Employers' Liability Cases,
207 U. S. 463, 496, 498 (1908) (suggesting that regulation of
the employment relations of railroad employees "actually engaged in
an operation of interstate commerce" is permissible under the
Commerce Clause but that regulation of a railroad company's
clerical force is not), with
Hammer v.
Dagenhart,
247 U. S. 251,
271-276 (1918) (invalidating statute that had the "necessary
effect" of "regulat[ing] the hours of labor of children in
factories and mines within the States"). Thus, by using "engaged
in" for the exclusion, Congress showed an intent to exclude to the
limit of its power to cover employment contracts in the first
place, and it did so just as clearly as its use of "involving
commerce" showed its intent to legislate to the hilt over
commercial contracts at a more general level. That conclusion is in
fact borne out by the statement of the then-Secretary of Commerce,
Herbert Hoover, who suggested to Congress that the § 1 exclusion
language should be adopted "[i]f objection appears to the inclusion
of workers' contracts in the law's scheme." Sales and Contracts to
Sell in Interstate and Foreign Commerce, and Federal Commercial
Arbitration: Hearing on S. 4213 and S. 4214 before a Subcommittee
of the Senate Committee on the Judiciary, 67th Cong., 4th Sess., 14
(1923) (hereinafter Hearing on S. 4213 et al.).
137
The Court cites
FTC v.
Bunte Brothers, Inc.,
312 U. S. 349
(1941), United States v.
American Building Maintenance
Industries, 422
U. S. 271 (1975), and
Gulf Oil Corp. v.
Copp Paving
Co., 419 U. S.
186 (1974), for the proposition that "engaged in" has acquired
a more restricted meaning as a term of art, immune to tampering
now.
Ante, at 117-118. But none of the cited cases dealt
with the question here, whether exemption language is to be read as
petrified when coverage language is read to grow. Nor do the cases
support the Court's unwillingness to look beyond the four corners
of the statute to determine whether the words in question
necessarily "'have a uniform meaning whenever used by Congress,'"
ante, at 118 (quoting
American Building Maintenance,
supra, at 277). Compare
ante, at 119 ("[WJe need not
assess the legislative history of the exclusion provision"), with,
e. g., American Building Maintenance, supra, at 279283
(examining legislative history and agency enforcement of the
Clayton Act before resolving meaning of "engaged in commerce").
The Court has no good reason, therefore, to reject a reading of
"engaged in" as an expression of intent to legislate to the full
extent of the commerce power over employment contracts. The statute
is accordingly entitled to a coherent reading as a whole, see,
e. g., King v.
St. Vincent's Hospital, 502 U. S. 215, 221
(1991), by treating the exemption for employment contracts as
keeping pace with the expanded understanding of the commerce power
generally.
II
The second hurdle is cleared more easily still, and the Court
has shown how. Like some Courts of Appeals before it, the majority
today finds great significance in the fact that the generally
phrased exemption for the employment contracts of workers "engaged
in commerce" does not stand alone, but occurs at the end of a
sequence of more specific
138
exemptions: for "contracts of employment of seamen, railroad
employees, or any other class of workers engaged in foreign or
interstate commerce." Like those other courts, this Court sees the
sequence as an occasion to apply the interpretive maxim of
ejusdem generis, that is, when specific terms are followed
by a general one, the latter is meant to cover only examples of the
same sort as the preceding specifics. Here, the same sort is
thought to be contracts of transportation workers, or employees of
transporters, the very carriers of commerce. And that, of course,
excludes respondent Adams from benefit of the exemption, for he is
employed by a retail seller.
Like many interpretive canons, however,
ejusdem generis
is a fallback, and if there are good reasons not to apply it, it is
put aside.
E. g., Norfolk &
Western R. Co. v.
Train Dispatchers, 499 U. S. 117, 129
(1991).2 There are good reasons here. As Adams argued, it is
imputing something very odd to the working of the congressional
brain to say that Congress took care to bar application of the Act
to the class of employment contracts it most obviously had
authority to legislate about in 1925, contracts of workers employed
by carriers and handlers of commerce, while covering only employees
"engaged" in less obvious ways, over whose coverage litigation
might be anticipated with uncertain results. It would seem to have
made more sense either to cover all coverable employment contracts
or to exclude them all. In fact, exclusion might well have been in
order based on concern that arbitration could prove expensive or
unfavorable to em-
2 What is more, the Court has repeatedly explained that the
canon is triggered only by uncertain statutory text,
e. g.,
Garcia v.
United States, 469 U. S. 70, 74-75
(1984);
Gooch v.
United States, 297 U. S. 124, 128
(1936), and that it can be overcome by,
inter alia, contrary
legislative history,
e. g., Watt v.
Western Nuclear,
Inc., 462 U. S.
36, 44, n. 5 (1983). The Court today turns this practice upside
down, using
ejusdem generis to establish that the text is so
clear that legislative history is irrelevant.
Ante, at
119.
139
ployees, many of whom lack the bargaining power to resist an
arbitration clause if their prospective employers insist on one.3
And excluding all employment contracts from the Act's enforcement
of mandatory arbitration clauses is consistent with Secretary
Hoover's suggestion that the exemption language would respond to
any "objection ... to the inclusion of workers' contracts."
The Court tries to deflect the anomaly of excluding only carrier
contracts by suggesting that Congress used the reference to seamen
and rail workers to indicate the class of employees whose
employment relations it had already legislated about and would be
most likely to legislate about in the future.
Ante, at
120-121. This explanation, however, does nothing to eliminate the
anomaly. On the contrary, the explanation tells us why Congress
might have referred specifically to the sea and rail workers; but,
if so, it also indicates that Congress almost certainly intended
the catchall phrase to be just as broad as its terms, without any
interpretive squeeze in the name of
ejusdem generis.
The very fact, as the Court points out, that Congress already
had spoken on the subjects of sailors and rail workers and had
tailored the legislation to the particular circumstances of the sea
and rail carriers may well have been reason for mentioning them
specifically. But making the specific references was in that case
an act of special care to make sure that the FAA not be construed
to modify the existing legislation so exactly aimed; that was no
reason at all to limit the general FAA exclusion from applying to
employment
3 Senator Walsh expressed this concern during a subcommittee
hearing on the FAA:
"'The trouble about the matter is that a great many of these
contracts that are entered into are really not voluntar[y] things
at all .... It is the same with a good many contracts of
employment. A man says, "These are our terms. All right, take it or
leave it." Well, there is nothing for the man to do except to sign
it; and then he surrenders his right to have his case tried by the
court, and has to have it tried before a tribunal in which he has
no confidence at all.''' Hearing on S. 4213 et al., at 9.
140
contracts that had not been targeted with special legislation.
Congress did not need to worry especially about the FAA's effect on
legislation that did not exist and was not contemplated. As to
workers uncovered by any specific legislation, Congress could write
on a clean slate, and what it wrote was a general exclusion for
employment contracts within Congress's power to regulate. The Court
has understood this point before, holding that the existence of a
special reason for emphasizing specific examples of a statutory
class can negate any inference that an otherwise unqualified
general phrase was meant to apply only to matters
ejusdem
generis.4 On the Court's own reading of the history, then, the
explanation for the catchall is not
ejusdem generis;
instead, the explanation for the specifics is
ex abundanti
cautela, abundance of caution, see
Fort Stewart Schools
v.
FLRA, 495 U. S. 641, 646 (1990).
Nothing stands in the way of construing the coverage and
exclusion clauses together, consistently and coherently. I
respectfully dissent.
4 In
Watt v.
Western Nuclear, Inc., supra, at 44,
n. 5, the Court concluded that the
ejusdem generis canon did
not apply to the words "coal and other minerals" where "[t]here
were special reasons for expressly addressing coal that negate any
inference that the phrase 'and other minerals' was meant to reserve
only substances
ejusdem generis," namely that Congress
wanted "to make clear that coal was reserved even though existing
law treated it differently from other minerals."
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