Coinbase v. Suski
The Supreme Court unanimously ruled that when two contracts conflict over who should decide whether a dispute goes to arbitration, a judge — not an arbitrator — must resolve that threshold conflict.
The decision sets a limit on so-called delegation clauses, which allow companies to send nearly all disputes (including arguments about whether to arbitrate at all) to an arbitrator rather than a court.
How it got here: A federal district court denied Coinbase's motion to compel arbitration; the Ninth Circuit affirmed; the Supreme Court agreed to hear the case.
The Case in Depth
What happened
Coinbase, a cryptocurrency exchange, required users to sign a User Agreement containing an arbitration clause with a broad "delegation" provision — meaning any dispute, including whether to arbitrate at all, would be decided by an arbitrator. Later, Coinbase ran a sweepstakes, and the same users entered by agreeing to separate Official Rules that sent all sweepstakes-related disputes exclusively to California courts. After the sweepstakes ended, users sued Coinbase in federal court in California, alleging the sweepstakes violated state consumer protection laws.
The question before the Court
When two contracts conflict — one requiring an arbitrator to decide all disputes including whether to arbitrate, and the other sending disputes to court — who gets to decide which contract controls?
The Court's answer
A court must decide. The Court ruled unanimously that when two contracts conflict — one delegating arbitrability disputes to an arbitrator, the other sending disputes to court — a judge must first determine which contract governs before any arbitration or delegation clause can take effect. Because arbitration is purely a matter of what the parties actually agreed to, no delegation clause can operate until there is a prior agreement that the clause applies at all.
The Court rejected Coinbase's argument that the "severability" principle — which normally protects arbitration clauses from being challenged only indirectly through attacks on the broader contract — required the Ninth Circuit to ignore the forum selection clause in the Official Rules. Where a challenge applies equally to an entire contract and to its delegation provision, a court must address that challenge directly. Allowing a delegation clause to automatically trump a conflicting later agreement would improperly elevate arbitration agreements above ordinary contract rules.
Curious how the Court got there? See the step-by-step legal reasoning →
Why it matters
People who sign multiple agreements with a company — for example, a standard account agreement and separate promotional rules — may be able to ask a court to sort out which contract applies before being forced into arbitration. Companies that rely on broad arbitration delegation clauses cannot automatically use those clauses to override a later agreement that points disputes to court.
What changes now
The case returns to the lower courts under the Ninth Circuit's ruling, which held that a California court — not an arbitrator — has jurisdiction over the sweepstakes dispute. The Supreme Court did not decide whether the Official Rules actually superseded the User Agreement as a matter of California law; that question remains for the lower courts. Users' class-action claims under California's consumer protection laws will proceed in federal court in California.
What this does not decide
The Court did not decide whether the Official Rules actually superseded the User Agreement's delegation clause under California contract law — only that a court, not an arbitrator, must make that determination. The ruling also does not affect single-contract cases where a delegation clause faces no conflicting agreement.
Concurrences and dissents
How the Justices voted
Majority (8). Justice Jackson (author), joined by Justice Roberts, Justice Thomas, Justice Alito, Justice Sotomayor, Justice Kagan, Justice Kavanaugh, and Justice Barrett.
Separate writings (1). Justice Gorsuch (author of a concurrence).
Concurrence — Justice Gorsuch
Justice Gorsuch agreed with the result but wrote separately to clarify that today's decision does not foreclose the possibility that an arbitrator could still decide arbitrability when a broad master contract covers all future agreements between the parties. He stressed that everything in this area turns on what the parties agreed, and noted that the Court's ruling only affirms the Ninth Circuit's bottom-line conclusion — not its state law reasoning — leaving intact the principle that parties are free to delegate arbitrability questions to arbitrators through careful contract drafting. Read the full concurrence →
How the Court got there
The legal reasoning, step by step
- The Court started from the Federal Arbitration Act's foundational rule that arbitration is purely a matter of contract and consent — parties can only be required to arbitrate (or to send arbitrability questions to an arbitrator) if they actually agreed to do so. This means the first question in any arbitration dispute is always: what did these parties agree to?
- The Court mapped out three tiers of arbitration agreements parties can make: (1) agreeing to arbitrate the underlying dispute (first-order); (2) agreeing that an arbitrator, not a court, decides whether a dispute is arbitrable at all (second-order); and (3) agreeing that an arbitrator, not a court, decides who gets to answer the second-order question — known as a 'delegation clause' (third-order).
- This case raised a fourth tier: what happens when two separate contracts conflict about who answers the third-order question? One contract (the User Agreement) delegated all arbitrability disputes to an arbitrator. A second contract (the Official Rules) sent all sweepstakes controversies to California courts. Before either clause could operate, someone had to pick the controlling contract.
- The Court held that determining which contract governs must fall to a court. The question — which agreement did the parties actually consent to? — is itself a contract dispute, and a court is the default decision-maker for such disputes absent clear evidence the parties agreed to let an arbitrator make that call.
- The Court then addressed and rejected Coinbase's severability argument. The severability principle (drawn from Buckeye Check Cashing and Rent-A-Center) protects arbitration and delegation clauses from being swept aside by broad attacks on the whole contract — a party must specifically challenge the clause itself. But here the forum selection clause in the Official Rules was a direct, specific challenge to the delegation provision's reach, not just a generic attack on the User Agreement, so the severability principle was satisfied — not violated — by having a court decide.
- Finally, the Court declined to rule on whether the Ninth Circuit correctly applied California state law in concluding that the Official Rules superseded the User Agreement. That question was beyond the scope of what the Court agreed to hear. The only question decided was which institution — court or arbitrator — gets to answer it: a court does.