Coinbase v. Suski
The Supreme Court unanimously ruled that when two contracts between the same parties clash over who resolves disputes — an arbitrator or a court — a judge must step in first to decide which contract wins.
The decision keeps a basic principle of contract law intact: before any arbitration clause can be enforced, a court must confirm that the parties actually agreed to arbitrate, and that agreement cannot be assumed when a later contract points the other way.
How it got here: The federal district court denied Coinbase's motion to force arbitration; the Ninth Circuit affirmed; Coinbase asked the Supreme Court to step in and the Court agreed to hear it.
The Case in Depth
What happened
Coinbase operates a cryptocurrency trading platform. When users create accounts, they sign a User Agreement containing an arbitration clause that delegates even the question of "is this dispute arbitrable?" to an arbitrator. In June 2021, Coinbase also ran a sweepstakes for users to win Dogecoin. Users who entered agreed to separate Official Rules requiring all disputes about the promotion to be settled in California courts. After the sweepstakes ended, a group of users sued Coinbase in federal court, claiming the sweepstakes violated California consumer protection laws.
The question before the Court
When two contracts between the same parties conflict — one sending all disputes to an arbitrator, the other sending them to a court — who gets to decide which contract controls?
The Court's answer
Yes — a court, not an arbitrator, must decide which contract controls.
The Court explained that arbitration is fundamentally a matter of consent: disputes go to arbitration only when the parties genuinely agreed to send them there. When a later contract appears to override an earlier arbitration clause, the threshold question — "which contract governs?" — is really a question about whether the parties ever agreed to arbitrate at all. That threshold question has always belonged to courts. Allowing the arbitration clause in the first contract to automatically trump the forum-selection clause in the second would improperly elevate one type of contract term over all others, which the Federal Arbitration Act does not permit.
Curious how the Court got there? See the step-by-step legal reasoning →
Why it matters
Consumers who sign multiple agreements with a company — for example, a general terms-of-service and later a separate promotion or contest — may now find it easier to bring disputes in court rather than arbitration if the later agreement included a court-jurisdiction clause. Companies that rely on arbitration clauses will need to make sure every subsequent agreement they ask users to sign does not silently override those clauses.
What changes now
The case is sent back consistent with the Ninth Circuit's ruling that the Official Rules' court-forum clause controls, meaning the users' class-action claims about the sweepstakes will proceed in California federal court. The Supreme Court explicitly declined to rule on whether the Ninth Circuit correctly applied California state contract law to determine that the Official Rules superseded the User Agreement, leaving that question open for future litigation if it arises in a different case.
What this does not decide
The Court did not decide whether the Ninth Circuit correctly applied California state contract law in concluding that the Official Rules superseded the User Agreement. It also did not rule that a delegation clause in a first contract can never govern a subsequent dispute — Justice Gorsuch's concurrence highlights that a broadly worded master contract could still require an arbitrator to resolve arbitrability even when a second agreement is involved.
Concurrences and dissents
How the Justices voted
Majority (1). Justice Jackson (author).
Separate writings (1). Justice Gorsuch (author of a concurrence).
Concurrence — Justice Gorsuch
Justice Gorsuch joined the Court's opinion but wrote separately to emphasize that the outcome does not mean a delegation clause always loses when a second contract exists. He offered the example of a master agreement broadly requiring all future arbitrability disputes to go to an arbitrator — under which a court might still step aside. He also stressed that the Court's opinion does not endorse the Ninth Circuit's state-law reasoning about which contract superseded the other. Read the full concurrence →
How the Court got there
The legal reasoning, step by step
- The Federal Arbitration Act treats arbitration agreements like any other contract — valid and enforceable, but only to the extent the parties actually consented to them. So the starting point in any arbitration dispute is: what exactly did these parties agree to?
- The Court identified four possible levels of dispute between parties: (1) who wins on the merits, (2) whether a dispute is arbitrable (i.e., covered by an arbitration clause) at all, (3) who decides whether it is arbitrable — a court, or an arbitrator via a delegation clause — and now (4) what happens when two separate contracts give conflicting answers to question 3.
- Because the User Agreement's delegation clause and the Official Rules' court-forum clause point in opposite directions on who decides arbitrability, the only way to know which clause applies is to determine which contract governs. That threshold determination is itself a question about whether the parties agreed to arbitrate — and courts, not arbitrators, must answer questions of consent.
- Coinbase invoked the severability principle — the rule that an arbitration clause is treated as a separate, free-standing agreement that can survive even if the rest of the contract is challenged. The Court accepted that this principle can apply here, but said it was already satisfied: the severability rule requires a challenger to specifically target the delegation clause, not just the broader contract — and the users' argument that the Official Rules superseded the entire User Agreement was directed squarely at the delegation provision itself.
- Coinbase also warned that ruling for the users would open the door to endless challenges to delegation clauses. The Court disagreed: when only one contract exists and contains a valid delegation clause, courts must still send arbitrability disputes to the arbitrator. Only when a second, conflicting contract exists does the court step in first — a narrow carve-out that follows naturally from basic contract principles.
Doctrinal impact
Cases affected by this decision
Reaffirms Rent-A-Center, West, Inc. v. Jackson (561 U. S. 63)
The Court reapplied its rule that challenges applying equally to the whole contract and the delegation clause must be resolved by a court.
Reaffirms First Options of Chicago, Inc. v. Kaplan (514 U. S. 938)
Reaffirmed that courts decide who has power to rule on arbitrability unless parties clearly agreed otherwise.
Reaffirms Henry Schein, Inc. v. Archer & White Sales, Inc. (586 U. S. 63)
Reaffirmed that parties may agree by contract to delegate threshold arbitrability questions to an arbitrator.