Unanimous U.S. Supreme Court Upholds Arbitrator's Finding of Agreement to Classwide Arbitration
Today, the U.S. Supreme Court unanimously affirmed an arbitrator's interpretation of an arbitration clause to permit class proceedings. Oxford Health Plans LLC v. Sutter, No. 12-135, 569 U.S. __ (June 10, 2013). The Court considered whether an arbitrator, who found that the parties' contract provided for class arbitration, "exceeded [his] powers" under §10(a)(4) of the Federal Arbitration Act, 9 U. S. C. §1 et seq. Delivering the opinion of the Court and citing Stolt-Nielsen S. A. v. AnimalFeeds Int’l Corp., 559 U. S. 662, 684 (2010), Justice Kagan concluded that the arbitrator’s decision survives the limited judicial review §10(a)(4) allows.
The agreement provided:
No civil action concerning any dispute arising under this Agreement shall be instituted before any court, and all such disputes shall be submitted to final and binding arbitration in New Jersey, pursuant to the rules of the American Arbitration Association with one arbitrator.
Slip Op. at 2.
The state court granted Oxford's motion to compel arbitration, and the parties agreed that the arbitrator should decide whether their contract authorized class arbitration. Id. The arbitrator determined that it did. Id. Oxford filed a motion in federal court to vacate the arbitrator's decision on the ground that he had exceeded his powers under §10(a)(4), but the District Court denied the motion, and the Third Circuit affirmed. Id.
While the arbitration proceeded, the Supreme Court Court held in Stolt-Nielsen that “a party may not be compelled under the FAA to submit to class arbitration unless there is a contractual basis for concluding that the party agreed to do so.” 559 U. S. at 684. The parties in Stolt-Nielsen had stipulated that they had never reached an agreement on class arbitration.
The Supreme Court in Oxford Health Plans LLC distinguished Stolt-Nielsen:
The contrast with this case is stark. In Stolt-Nielsen, the arbitrators did not construe the parties’ contract, and did not identify any agreement authorizing class proceedings. So in setting aside the arbitrators’ decision, we found not that they had misinterpreted the contract, but that they had abandoned their interpretive role. Here, the arbitrator did construe the contract (focusing, per usual, on its language), and did find an agreement to permit class arbitration. So to overturn his decision, we would have to rely on a finding that he misapprehended the parties’ intent. But §10(a)(4) bars that course: It permits courts to vacate an arbitral decision only when the arbitrator strayed from his delegated task of interpreting a contract, not when he performed that task poorly. Stolt-Nielsen and this case thus fall on opposite sides of the line that §10(a)(4) draws to delimit judicial review of arbitral decisions.
Id. at 7.
The Court decided that Oxford must live with its choice of arbitral forum and the arbitrator's construction of the contract, "however good, bad, or ugly":
So long as the arbitrator was “arguably construing” the contract—which this one was—a court may not correct his mistakes under §10(a)(4). Eastern Associated Coal, 531 U. S., at 62 (internal quotation marks omitted). The potential for those mistakes is the price of agreeing to arbitration. As we have held before, we hold again: “It is the arbitrator’s construction [of the contract] which was bargained for; and so far as the arbitrator’s decision concerns construction of the contract, the courts have no business overruling him because their interpretation of the contract is different from his.” Enterprise Wheel, 363 U. S. at 599. The arbitrator’s construction holds, however good, bad, or ugly.
Id. at 8 (emphasis supplied).
In sum, Oxford chose arbitration, and it must now live with that choice. Oxford agreed with Sutter that an arbitrator should determine what their contract meant, including whether its terms approved class arbitration. The arbitrator did what the parties requested: He provided an interpretation of the contract resolving that disputed issue. His interpretation went against Oxford, maybe mistakenly so. But still, Oxford does not get to rerun the matter in a court. Under §10(a)(4), the question for a judge is not whether the arbitrator construed the parties’contract correctly, but whether he construed it at all.Because he did, and therefore did not “exceed his powers,”we cannot give Oxford the relief it wants. We accordingly affirm the judgment of the Court of Appeals.
Id. at 8-9.