directv imburgia et argued october decided december petitioner directv customers entered service agreement included binding arbitration provision waiver specified entire arbitration provision unenforceable law state made waivers unenforceable agreement also declared arbitration clause governed federal arbitration act time respondents california residents entered agreement directv california law made waivers unenforceable see discover bank superior cal subsequently held mobility llc concepcion however california discover bank rule federal arbitration act respondents sued petitioner trial denied directv request order matter arbitration california appeal affirmed thought california law render waivers unenforceable held entire arbitration provision unenforceable agreement fact federal arbitration act california law change result said parties free refer contract california law absent federal reasoned phrase law state specific provision govern general provisions ambiguous provision construed drafter therefore held parties fact included california law without federal held california appeal interpretation federal arbitration act must enforce arbitration agreement pp one denies lower courts must follow concepcion elementary point law resolve case parties free choose law governing arbitration provision including california law state interpreted contract mean parties interpretation contract ordinarily matter state law defers volt information sciences board trustees leland stanford junior issue whether decision correct statement california law whether consistent federal arbitration act pp california interpretation place arbitration contracts equal footing contracts buckeye check cashing cardegna california courts interpret contracts arbitration contracts way several considerations lead conclusion first phrase law state ambiguous takes ordinary meaning valid state law second california case law general contract principles references california law incorporate california legislature power change law retroactively doe harris cal clarifies doubt interpret third nowhere suggests california courts reach interpretation context conclusion appears reflect subject matter rather general principle include state statutes invalidated federal law fourth language uses frame issue focuses arbitration fifth view state law retains independent force authoritatively invalidated one courts unlikely apply contexts sixth none principles contract interpretation relied california suggests california courts reach interpretation elsewhere applied canon contracts construed drafter lack similar case interpreting similar language include invalid laws indicates antidrafter canon lead california courts reach similar conclusion cases involving arbitration pp cal app cal rptr reversed remanded breyer delivered opinion roberts scalia kennedy alito kagan joined thomas filed dissenting opinion ginsburg filed dissenting opinion sotomayor joined opinion notice opinion subject formal revision publication preliminary print reports readers requested notify reporter decisions washington typographical formal errors order corrections may made preliminary print goes press directv petitioner amy imburgia et al writ certiorari appeal california second appellate district december justice breyer delivered opinion federal arbitration act written provision contract providing settle ment arbitration controversy arising contract shall valid irrevocable enforceable save upon grounds exist law equity revocation contract consider california refusal enforce arbitration provision contract view decision rest upon grounds exist revocation contract consequently set judgment aside directv petitioner entered service agreement customers including respondents amy imburgia kathy greiner section contract provides claim either us asserts resolved binding arbitration app sets forth waiver class arbitration stating either shall entitled join consolidate claims arbitration adds law state makes waiver class arbitration unenforceable entire arbitration provision unenforceable section contract arbitration provision shall governed federal arbitration act ibid two respondents brought lawsuit directv california state seek damages early termination fees believe violate california law various proceedings relevant directv pointing arbitration provision asked send matter arbitration state trial denied request directv appealed california appeal thought critical legal question concerned meaning contractual phrase law state case law california law california make contract waiver unenforceable contract provides entire arbitration provision unenforceable california law permit parties agree waive right proceed class arbitration arbitration provision enforceable one point law california made contract waiver unenforceable california held discover bank superior cal waiver class arbitration consumer contract adhesion predictably involve small amounts damages meets certain criteria contested unconscionable california law enforced see cohen directv cal app cal rptr holding waiver similar one issue unenforceable pursuant discover bank see also consumers legal remedies act cal civ code ann west invalidating waivers claims brought statute held california discover bank rule obstacle accomplishment execution full purposes objectives embodied federal arbitration act mobility llc concepcion quoting hines davidowitz see sanchez valencia holding llc cal holding concepcion applies consumers legal remedies act extent effect discover bank federal arbitration act therefore invalidates rule see art vi cl california appeal subsequently held case despite holding concepcion law california find class action waiver unenforceable cal app cal rptr noted discover bank held agreements dispense procedures unenforceable circumstances cal app cal rptr conceded concepcion held federal arbitration act invalidated california rule cal app cal rptr concluded latter circumstance change result class action waiver unenforceable california law cal rptr reaching conclusion appeal referred two sections california consumers legal remedies act rather discover bank see cal app cal rptr section renders invalid waiver right bring class action violations act appeal thought applying state law alone two sections render unenforceable waiver contract cal rptr nonetheless recognized applied federal law class action waiver enforceable state law contrary preempted ibid far sections apply waivers embody discover bank rule california recognized much see sanchez supra party argues contrary see supp brief respondents ruling sanchez tracks respondents position precisely shall consequently refer rule discover bank rule reasoned parties free contract refer laws different different nations free refer california law without holding invalidating discover bank rule thought parties contract done set forth two reasons believing first contract stating federal arbitration act governs arbitration provision general provision provision voiding arbitration law state find waiver unenforceable specific provision believed specific provision paramount must govern general cal app cal rptr quoting prouty gores technology group cal app cal rptr brackets omitted second said construe ambiguous language interest party drafted cal app cal rptr quoting mastrobuono shearson lehman hutton directv drafted language void arbitration provision interest hence arbitration provision void appeal consequently affirmed trial denial directv motion enforce arbitration provision california denied discretionary review app pet cert directv filed petition writ certiorari noting ninth circuit reached opposite conclusion precisely interpretive question decided california appeal murphy directv granted petition ii one denies lower courts must follow holding concepcion fact concepcion closely divided case resulting decision four justices dissented bearing undisputed obligation lower judges certainly free note disagreement decision supremacy clause forbids state courts dissociate federal law disagreement content refusal recognize superior authority source howlett rose cf khan state oil vacated federal arbitration act law concepcion authoritative interpretation act consequently judges every state must follow art vi cl judges every state shall bound laws accept elementary point law point resolve issue case appeal noted federal arbitration act allows parties arbitration contract considerable latitude choose law governs provisions including law governing enforceability waiver cal app cal rptr principle might choose portions contract governed law tibet law russia relevant law california including discover bank rule irrespective rule invalidation concepcion appeal decided matter contract law parties mean phrase law state refer last possibility since interpretation contract ordinarily matter state law defer volt information sciences board trustees leland stanford junior must decide whether decision correct statement california law whether assuming state law consistent federal arbitration act iii although may doubt appeal correctly interpreted california law recognize california courts ultimate authority law recognizing must decide whether decision california places arbitration contracts equal footing contracts buckeye check cashing cardegna must examine whether appeal decision fact rests upon grounds exist law equity revocation contract say look grounds california might offered rather fact offer neither approach result steps beyond concepcion aspect federal arbitration law see post ginsburg dissenting hereinafter dissent recognize dissent points post directv drafted contract parties likely believed words law state included california law made waivers unenforceable answer legal question us subsequently held concepcion discover bank rule invalid thus underlying question contract law time appeal made decision whether law state included invalid california law must decide whether answering question affirmative consistent federal arbitration act examining grounds upon appeal rested decision conclude california courts interpret contracts arbitration contracts way rather several considerations lead us conclude interpretation arbitration contract unique restricted field first believe relevant contract language ambiguous contract says law state find agreement dispense class arbitration procedures unenforceable entire section arbitration section unenforceable app absent indication contract language meant refer invalid state law presumably takes ordinary meaning valid state law indeed neither parties dissent refer us contract case california state interprets similar language refer state laws authoritatively held invalid recognize dissent believes phrase ambiguous post anomalous post agree characterization second california case law clarifies doubt interpret language california held general contract principles references california law incorporate california legislature power change law retroactively see doe harris cal holding plea agreements governed general contract principles deemed incorporate contemplate existing law reserve power state amend law enact additional laws quoting people gipson cal app cal rptr judicial construction statute ordinarily applies retroactively rivers roadway express far aware principle california law announced harris appeal decision ordinarily govern scope phrases law state third nothing appeal reasoning suggests california reach interpretation law state context arbitration appeal explain parties might generally intend words law state encompass invalid law state contrary contract refers state law makes waiver class arbitration unenforceable state law make contractual provision unenforceable assuming must reasoning correct statement meaning law state arbitration provision find nothing opinion california case suggesting california generally interpret words law state include state laws held invalid conflict say federal labor statutes federal pension statutes federal antidiscrimination laws equal protection clause like even given assumption appeal conclusion correct conclusion appears reflect subject matter issue arbitration rather general principle apply contracts using similar language involving state statutes invalidated federal law fourth language used appeal focused arbitration asked whether law state mean law state extent preempted federal arbitration act law state without considering preemptive effect federal arbitration act cal app cal rptr framing question terms rather generally applicable terms suggests appeal well meant holding limited specific subject matter contract arbitration fifth appeal reasoned invalid state arbitration law namely discover bank rule maintained legal force despite holding concepcion stated apply state law alone class action waiver waiver unenforceable cal app cal rptr end opinion reiterated class action waiver unenforceable california law entire arbitration agreement unenforceable cal rptr statements describe california law see concepcion sanchez cal view state law retains independent force even authoritatively invalidated one courts unlikely accept general matter apply contexts sixth principle invoked appeal suggests california courts reach interpretation words law state contexts said phrase law state constitutes specific agreement adoption federal arbitration act cal app cal rptr tells us nothing interpret words law state elsewhere answer relevant question whether words encompass laws authoritatively held invalid cf prouty cal app cal rptr specific words govern general particular provision inconsistent added interpret language interest party drafted namely directv cal app cal rptr quoting mastrobuono dissent adopts similar argument see post pointed supra phrase law state ambiguous surely construed term incorporate state laws invalidated example federal labor law federal pension law federal civil rights law yet found case moreover reach canon construing contract language drafter must limits matter drafter fact find similar case interpreting words law state include invalid state laws indicates least antidrafter canon lead california courts reach similar conclusion similar cases involve arbitration taking considerations together reach conclusion view falls well within confines goes present law california interpretation phrase law state place arbitration contracts equal footing contracts buckeye check cashing reason give due regard federal policy favoring arbitration volt information sciences thus appeal interpretation federal arbitration act see perry thomas noting federal arbitration act decisions take meaning precisely fact contract arbitrate issue hence california appeal must enforc arbitration agreement judgment california appeal reversed case remanded proceedings inconsistent opinion ordered thomas dissenting directv petitioner amy imburgia et al writ certiorari appeal california second appellate district december justice thomas dissenting remain view federal arbitration act faa et apply proceedings state courts see terminix dobson dissenting opinion see also preston ferrer buckeye check cashing cardegna green tree financial bazzle doctor associates casarotto thus faa require state courts order arbitration accordingly affirm judgment california appeal ginsburg dissenting directv petitioner amy imburgia et al writ certiorari appeal california second appellate district december justice ginsburg justice sotomayor joins dissenting become routine large part due decisions powerful economic enterprises write form contracts consumers employees arbitration clauses form contract case contains delphic provision stating law state permit agreements barring class arbitration entire agreement arbitrate becomes unenforceable freeing aggrieved customer commence litigation reads provision manner protective drafting enterprise read california give customer drafter benefit doubt acknowledging precedent far set take step disarm consumers leaving without effective access justice case began putative class action state claiming directv imposing hefty fees violated california legislation including consumers legal remedies act clra cal civ code ann et seq west app directv initially seek stop lawsuit compel bilateral arbitration see reason directv failure oppose litigation mystery version directv service agreement applicable case version requires consumers arbitrate disputes forgo class arbitration relevant provision stopped recent precedent see american express italian colors restaurant mobility llc concepcion control directv resisted lawsuit directv form contract continued entire arbitration clause unenforceable law state find unenforceable agreement prohibition app time imburgia greiner commenced action bars like one directv agreement per se unenforceable unconscionable law california see discover bank superior cal nearly three years litigation held concepcion federal arbitration act faa et preempts state rules render bans unenforceable directv moved halt lawsuit compel bilateral arbitration app pet cert california superior denied directv motion super los angeles app pet cert california appeal affirmed appeal first observed california law directv confronted drafted clause question provisions relinquishing right proceed clra behalf class enforced cal app cal rptr question dispositive directv motion california explained trains meaning atypical contractual phrase law state mean law state extent preempted faa law state without considering preemptive effect faa cal rptr resolving question california emphasized directv drafted service agreement giving customers say matter reserving right modify agreement unilaterally time cal rptr see also brief respondents directv used contract everywhere business ibid protect party choose language unintended unfair result california applied rule contract interpretation construe ambiguous language interest party drafted cal app cal rptr quoting mastrobuono shearson lehman hutton rule particularly appropriate case reasoned practical matter seems unlikely plaintiffs anticipated hold faa preempts protection compelled waivers cal app cal rptr internal quotation marks omitted ii today holds california appeal interpreted language directv service agreement unreasonably suggest discrimination arbitration violation faa ante see california interpretation law state provision reasonable entirely right arbitration matter consent coercion animalfeeds internal quotation marks omitted faa requires courts enforce privately negotiated agreements arbitrate like contracts accordance terms volt information sciences board trustees leland stanford junior interpretation private contracts ordinarily question state law sit review see also first options chicago kaplan interpreting arbitration agreements courts apply ordinary principles govern formation contracts historically respected interpretations arbitration agreements see mastrobuono volt information sciences indeed years volt information sciences case reversed decision ground state misapplied state contract law determined meaning term particular arbitration agreement today decision dangerous first beyond genuine debate directv originally meant law state clause refer customer home state law untouched federal preemption directv explained filing clause prevented enforcement arbitration agreement california among proscription unenforceable matter state law requiring bilateral arbitration outlaw purported waivers class proceedings app customer agreement directv customers provides customer home state laws govern relationship disputes resolved individual arbitration customer home state laws enforce parties arbitration agreement emphasis added according directv ban enforceable case must resolved bilateral arbitration agrees concepcion maintains longer matters whether directv meant california home state laws drafted version service agreement concepcion held state compel party engage class arbitration controlling agreement unconditionally prohibits class procedures see arbitration matter contract faa requires courts honor parties expectations parties may consent class procedures even though procedures may required state contract may provide class arbitration parties may choose bound particular state law case clra even faa otherwise displace state law hall street associates mattel faa lets parties tailor even many features arbitration contract including procedure choice substantive law principle acknowledges parties might choose portions contract governed law tibet law russia ante see brief petitioner observing faa allow parties bind reference rules board game russian law california home state laws operative unquestionably valid makes little sense nothing concepcion faa nullifies provisions clra hold sway parties elect judicial resolution disputes similarly control parties choose law govern arbitration agreements see volt information sciences parties incorporat ed california rules arbitration agreement right compel arbitration terms inconsistent california rules thus even concepcion one properly refer clra proscription california law repeat dispositive question case whether parties intended law state provision mean state law preempted federal law today reads provision home state law framed california legislature without considering preemptive effect federal law california read latter reading better one directv occasion refer law customer state meant incorporate state law preempted faa directv like virtually every company similar service agreement employed clause directly conditioning enforceability arbitration agreement exclusion class arbitration indeed directv done service agreements app version provides may sever portion arbitration agreement finds unenforceable except prohibition class representative arbitration brief respondents stating june version directv agreement provides may sever portion arbitration agreement finds unenforceable except prohibition class arbitration internal quotation marks omitted directv followed pattern form contract arbitration agreement unquestionably enforceable version however directv chose different formulation one referring law customer state translate term synonymous federal law directv meant exclude application california legislation surely chose bizarre way accomplish result earlier noted see supra california appreciated courts generally construe ambiguous contractual terms drafter see mastrobuono respondents drafted ambiguous document claim benefit rule contract interpretation reflects principle party permitted write ambiguous term lock another party agreeing term reap benefit ambiguity dispute emerges rule particular force interpreting standardized contrac product bilateral bargaining restatement second contracts comment allowing directv reap benefit ambiguity avoided ignore hugely unequal bargaining power parties also reasonable expectations time contract formed see mastrobuono particularly appropriate construe terms drafter party reason anticipate intend drafter preferred result see also trans world airlines franklin mint ontract read light conditions circumstances existing time entered view effecting objects purposes parties thereby contracting quoting rocca thompson ellipsis original time directv imposed agreement customers assumed arbitration clause unenforceable california app explaining filing ecause california law enforce arbitration agreement directv sought seek arbitrate disputes california customers likewise california customer read agreement scarcely understood submitted bilateral arbitration disputes directv certainly reason anticipate decision concepcion rendered four years later consider whether law state chameleon term meaning california legislation received service contract preemptive federal law later directv primarily responds faa requires construction terms arbitration agreements favor arbitrability true found faa federal policy favoring arbitration ante quoting volt information sciences also cautioned presumption applies reflects derives legitimacy judicial conclusion arbitration particular dispute parties intended express agreement arbitrate validly formed legally enforceable best construed encompass dispute granite rock teamsters directv acknowledges case involves threshold dispute enforceability parties arbitration agreement entirety reply brief like california resolve dispute employing traditional rules contract interpretation sans presumption including rule ambiguous language construed drafter see supra iii today decision steps beyond concepcion italian colors misread faa deprive consumers effective relief powerful economic entities write arbitration clauses form contracts concepcion customers brought class action claiming mobility improperly charged sales tax advertising cellular telephones free mobility form consumer contract contained mandatory arbitration clause proscription consumers lacked input contractual terms rational consumers go hassle pursuing claim bilateral arbitration california courts deemed arbitration agreement unenforceable unconscionable see breyer dissenting maximum gain customer hassle arbitrating dispute still quoting laster mobility llc carnegie household realistic alternative class action million individual suits zero individual suits lunatic fanatic sues cert denied nonetheless held faa mandated enforcement entire arbitration agreement including ban concepcion two years later italian colors slip reaffirmed prohibitions enforceable even claimants economic incentive pursue claims individually arbitration today holds consumers lack protection unambiguous bans adhesion contracts lack even benefit doubt anomalous terms contracts reasonably construed protect decisions predictably resulted deprivation consumers rights seek redress losses turning coin insulated powerful economic interests liability violations laws see times inserting individual arbitration clauses soaring number consumer employment contracts companies devised way circumvent courts bar people joining together lawsuits realistically tool citizens fight illegal deceitful business studies confirm hardly consumers take advantage bilateral arbitration pursue claims resnik diffusing disputes public private arbitration private courts erasure rights yale resnik diffusing disputes consumers lack bargaining power change terms consumer adhesion contracts ex ante providers power impose mandatory system private designed preclude aggregate litigation resnik fairness numbers comment concepcion dukes turner rogers harv rev see also miller simplified pleading meaningful days trials merits reflections deformation federal procedure rev owerful economic entities impose clauses people little bargaining position adhesion contracts involving securities accounts credit cards mobile phones car rentals many social amenities necessities proliferation agreements mandating arbitration banning class procedures readiness enforce agreements disabled consumers shop ping avoid arbitration mandates resnik diffusing disputes see also numbers clauses mandating arbitration soaring across many suggested anticonsumer outcomes flow inexorably text purpose faa congress passed faa response reluctance judges enforce commercial arbitration agreements merchants relatively equal bargaining power moses arbitration law charge seton hall rev see also contract disputes merchants proper subject arbitration since faa purpose make contracting party live agreement see also moses supra congress sought provide federal courts procedural law permit enforcement arbitration agreements merchants diversity congress anticipated apply faa render consumer adhesion contracts invulnerable attack parties never meaningfully agreed arbitration first place see resnik diffusing disputes merchants lawyers forged public law arbitration sought federal legislation enforce consensual agreements emphasis added text faa compel result section relied concepcion italian colors case prescribes simply arbitration provisions treated contractual terms written provision contract evidencing transaction involving commerce settle arbitration controversy shall valid irrevocable enforceable save upon grounds exist law equity revocation contract justice observed beginning transform faa become abandoned pretense ascertaining congressional intent respect federal arbitration act building instead case case edifice creation terminix dobson concurring opinion see also miller supra ver years act transformed constant expansion expression policy favoring arbitration whether involves bilateral business dispute expansion faa scope contrasts sharply countries treat mandatory arbitration clauses consumer contracts adhesion european union directive forbids binding consumers unfair contractual terms defined individually negotiated caus significant imbalance parties rights obligations detriment consumer coun directive art subsequent eu recommendation interpreted directive bar enforcement mandatory consumer arbitration agreements recommendation consumer recourse procedure may result commitment prior materialisation dispute commitment effect depriving consumer right bring action courts settlement result directive recommendation disputes providers consumers eu arbitrated parties mutually agree arbitration basis sternlight limb comparing approach mandatory consumer employment arbitration rest world miami rev emphasis deleted see enforcement mandatory arbitration clauses consumer contracts adhesion quite rare nonexistent outside california appeal appropriately applied traditional tools state contract law interpret directv reference home state laws customers demeaning judgment harsh construction expanded scope faa degrading rights consumers insulating already powerful economic entities liability unlawful acts resist bent affirm judgment california appeal footnotes faa preemption distinct federal preemption contexts unlike state laws invalidated example federal labor law federal pension law federal civil rights law ante state laws preempted faa extent conflict contracting parties intent see mastrobuono shearson lehman hutton absence contractual intent contrary faa particular state law emphasis added brief law professors amicus curiae faa preemption occur without reference particular agreement parties refers relevant california law discover bank rule suggests contract principles references california law incorporate california legislature power change law retroactively ante despite rejection discover bank rule concepcion california legislature capitulated retained without change clra prohibition discover bank rule relied interpretation faa see cal contrast clra proscription reflects california legislative policy judgment always way wilko swan unanimously held arbitration clause brokerage agreement unenforceable noted securities act drafted eye disadvantages buyers labor negotiating brokerage agreements described arbitration less protective rights stock buyers litigation later overruled wilko rejecting described wilko suspicion arbitration method weakening protections afforded substantive law rodriguez de quijas express see also gilmer lane relying rodriguez de quijas conclude ere inequality bargaining power sufficient reason hold arbitration agreements never enforceable employment context similarly italian colors suggested existence large arbitration costs preclude litigant effectively vindicating federal statutory rights arbitral forum arbitration agreement may unenforceable green tree financial randolph although italian colors expressly reject effective vindication principle refusal apply principle case suggests principle longer apply case see slip kagan dissenting compucredit greenwood ginsburg dissenting slip criticizing ignoring federal statutory right sue holding credit repair organizations escape suit providing contracts arbitration serve parties sole mechanism consumer financial protection bureau recently published study documenting proliferation mandatory arbitration clauses containing waivers consumer contracts well vanishingly small number claims brought consumers bilateral arbitration see consumer financial protection bureau arbitration study pp