preston ferrer argued january decided february contract respondent ferrer appears television judge alex petitioner preston entertainment industry attorney requires arbitration dispute relating contract terms breach validity legality thereof accordance american arbitration association aaa rules preston invoked provision gain fees allegedly due contract ferrer thereupon petitioned california labor commissioner labor commissioner determination contract invalid unenforceable california talent agencies act taa preston acted talent agent without required license labor commissioner hearing officer denied ferrer motion stay arbitration ferrer filed suit state seeking enjoin arbitration preston moved compel arbitration denied preston motion enjoined proceeding arbitrator unless labor commissioner determined lacked jurisdiction dispute preston appeal pending held buckeye check cashing cardegna challenges validity contract requiring arbitration disputes ordinarily considered arbitrator affirming judgment california appeal held taa vested labor commissioner exclusive original jurisdiction dispute buckeye inapposite involve administrative agency exclusive jurisdiction disputed issue held parties agree arbitrate questions arising contract federal arbitration act faa et supersedes state laws lodging primary jurisdiction another forum whether judicial administrative pp issue whether faa preempts taa wholesale instead question simply decides arbitrator labor commissioner whether preston acted unlicensed talent agent violation taa ferrer claims personal manager governed taa preston contends faa declare national policy favoring arbitration parties contract mode dispute resolution southland keating national policy appli es state well federal courts foreclose state legislative attempts undercut enforceability arbitration agreements faa displacement conflicting state law repeatedly reaffirmed see buckeye terminix dobson recurring question decide whether grounds exist law equity invalidate arbitration agreement prima paint flood conklin mfg originated federal held attacks entire contract validity distinct attacks arbitration clause alone within arbitrator ken buckeye held rule applies state see buckeye largely entirely resolves present dispute contract issue clearly evidenc ed transaction involving commerce ferrer never disputed contract written arbitration provision falls within purview ferrer sought invalidation contract whole made discrete challenge validity arbitration clause thus sought override clause ground buckeye requires arbitrator decide first instance pp ferrer attempts distinguish buckeye urging taa merely requires exhaustion administrative remedies parties proceed arbitration argument unconvincing pp procedural prescriptions taa conflict faa dispute resolution regime two basic respects one taa provision grants labor commissioner exclusive jurisdiction decide issue parties agreed arbitrate see buckeye another imposes prerequisites enforcement arbitration agreement applicable contracts generally see doctor associates casarotto pp ferrer contends taa compatible faa taa provision vesting exclusive jurisdiction labor commissioner merely postpones arbitration position contrary one ferrer took california courts withstand examination arbitration ever occurred following labor commissioner decision likely long delayed contravention congress intent move parties arbitrable dispute arbitration quickly easily possible moses cone memorial hospital mercury constr pp ferrer contends conflict arbitration clause taa overlooked labor commissioner proceedings administrative rather judicial rejected similar argument gilmer lane pp ferrer reliance volt information sciences board trustees leland stanford junior misplaced two reasons first arbitration stayed volt accommodate litigation involving third parties strangers arbitration agreement contract issue volt address order proceedings included clause adopting california law volt recognized gap filler california statute authorizing state stay either proceedings arbitration proceedings avoid possibility conflicting rulings common issue contrast arbitration clause speaks matter controversy parties bound arbitration agreement question preston status talent agent relates validity legality contract risk related litigation yield conflicting rulings common issues procedural void clause fill second guided decision mastrobuono shearson lehman hutton although volt contract provided arbitration accordance aaa rules volt never argued incorporation rules reference trumped contract clause never addressed import incorporation mastrobuono reached open question declaring best way harmonize new york clause clause providing arbitration accordance privately promulgated arbitration rules read clause encompass substantive principles new york courts apply include new york special rules limiting arbitrators authority similarly best way harmonize contract adoption aaa rules selection california law read latter encompass prescriptions governing parties substantive rights obligations state special rules limiting arbitrators authority ibid pp cal app cal rptr reversed remanded ginsburg delivered opinion roberts stevens scalia kennedy souter breyer alito joined thomas filed dissenting opinion arnold preston petitioner alex ferrer writ certiorari appeal california second appellate district february justice ginsburg delivered opinion recognized southland keating federal arbitration act faa act et seq ed supp establishes national policy favoring arbitration parties contract mode dispute resolution act rests congress authority commerce clause supplies simply procedural framework applicable federal courts also calls application state well federal courts federal substantive law regarding arbitration recently buckeye check cashing cardegna clarified parties agree arbitrate disputes arising contract questions concerning validity entire contract resolved arbitrator first instance federal state instant petition presents following question faa override state statutes refer certain controversies initially judicial forum also state statutes refer certain disputes initially administrative agency hold today parties agree arbitrate questions arising contract state laws lodging primary jurisdiction another forum whether judicial administrative superseded faa case concerns contract respondent alex ferrer former florida trial judge currently appears judge alex fox television network program petitioner arnold preston california attorney renders services persons entertainment industry seeking fees allegedly due contract preston invoked parties agreement arbitrate dispute relating terms contract breach validity legality thereof accordance rules american arbitration association app preston demand arbitration made june countered month later ferrer petition california labor commissioner charging contract invalid unenforceable california talent agencies act taa cal lab code ann et seq west supp ferrer asserted preston acted talent agent without license required taa preston unlicensed status rendered entire contract labor commissioner hearing officer november determined ferrer stated colorable basis exercise labor commissioner jurisdiction app officer denied ferrer motion stay arbitration however ground labor commissioner lacked authority order relief ferrer filed suit los angeles superior seeking declaration controversy parties arising ontract including particular issue validity ontract subject arbitration interim relief ferrer sought injunction restraining preston proceeding arbitrator preston responded moving compel arbitration december superior denied preston motion compel arbitration enjoined preston proceeding arbitrator unless labor commissioner determines without jurisdiction disputes preston ferrer app pet cert pendency preston appeal superior decision reaffirmed buckeye challenges validity contract providing arbitration ordinarily considered arbitrator decision issued november california appeal affirmed superior judgment appeals held relevant provision taa cal lab code ann west vests exclusive original jurisdiction dispute labor commissioner cal app cal rptr buckeye inapposite said case involve administrative agency exclusive jurisdiction disputed issue cal app cal rptr dissenting judge contrast viewed buckeye controlling reasoned faa called immediate recognition enforcement parties agreement arbitrate afforded basis distinguishing prior resort state administrative agency prior resort state cal app cal rptr vogel dissenting california denied preston petition review cal lexis app pet cert granted certiorari determine whether faa overrides state law vesting initial adjudicatory authority administrative agency ii easily stated question underlies controversy ferrer claims preston talent agent operated without license violation taa accordingly urges contract parties purportedly personal management void preston entitled compensation services rendered preston hand maintains acted personal manager talent agent hence contract ferrer governed taa lawful fully binding parties contract ferrer preston provides dispute relating validity legality agreement shall submitted arbitration app preston urges ferrer must litigate taa defense arbitral forum reply brief ferrer insists however personal manager talent agent inquiry falls california law within exclusive original jurisdiction labor commissioner faa displace commissioner primary jurisdiction brief respondent dispositive issue contrary ferrer suggestion whether faa preempts taa wholesale see faa plainly destructive aim effect instead question simply decides whether preston acted personal manager talent agent iii section faa written provision contract evidencing transaction involving commerce settle arbitration controversy thereafter arising contract transaction shall valid irrevocable enforceable save upon grounds exist law equity revocation contract section declare national policy favoring arbitration claims parties contract settle manner southland national policy held southland appli es state well federal courts foreclose state legislative attempts undercut enforceability arbitration agreements faa displacement conflicting state law terminix dobson repeatedly reaffirmed see buckeye doctor associates casarotto perry thomas recurring question decide whether grounds exist law equity invalidate arbitration agreement prima paint flood conklin mfg held attacks validity entire contract distinct attacks aimed arbitration clause within arbitrator ken litigation prima paint originated federal rule held buckeye applies state plaintiffs buckeye alleged contracts signed contained arbitration clauses illegal state law void ab initio relying southland held plaintiffs challenge within province arbitrator decide see buckeye largely entirely resolves dispute us contract preston ferrer clearly evidenc ed transaction involving commerce ferrer never disputed written arbitration provision contract falls within purview moreover ferrer sought invalidation contract whole proceedings made discrete challenge validity arbitration clause see cal app cal rptr vogel dissenting ferrer thus urged labor commissioner california courts override contract arbitration clause ground buckeye requires arbitrator decide first instance iv ferrer attempts distinguish buckeye arguing taa merely requires exhaustion administrative remedies parties proceed arbitration reject argument taa regulates talent agents talent agency agreements talent agency defined exceptions relevant person corporation engages occupation procuring offering promising attempting procure employment engagements artist artists cal lab code ann west definition cover services artists often contract personal career management advice direction coordination oversight respect artist career personal financial affairs styne stevens cal emphasis deleted taa requires talent agents procure license labor commissioner furtherance taa protective aims unlicensed person contract artist provide services talent agency illegal void section taa cases controversy arising chapter parties involved shall refer matters dispute labor commissioner shall hear determine subject appeal within days determination superior shall heard de novo absent notice appeal filed within ten days labor commissioner determination becomes final binding parties reo broadcasting consultants martin cal app cal rptr taa permits arbitration lieu proceeding labor commissioner arbitration provision contract talent agency artist provides reasonable notice labor commissioner time place arbitration hearings gives commissioner right attend arbitration hearings prescription demonstrates inherent conflict taa arbitration dispute resolution mechanism utility preston consistently maintained talent agent term defined instead personal manager subject taa regulatory regime cal app cal rptr invoke preston required concede point fatal claim compensation talent agent albeit unlicensed one drafted contract compliance statute maintains inapplicable procedural prescriptions taa thus conflict faa dispute resolution regime two basic respects first taa grants labor commissioner exclusive jurisdiction decide issue parties agreed arbitrate see buckeye second taa imposes prerequisites enforcement arbitration agreement applicable contracts generally see doctor associates ferrer contends taa nevertheless compatible faa merely postpones arbitration labor commissioner exercised primary jurisdiction brief respondent party loses labor commissioner may file de novo review superior see point ferrer asserts either party move compel arbitration cal civ proc code ann west thereby obtain arbitrator determination prior judicial review see brief respondent position ferrer took california courts complaint urged superior declare ontract including particular issue validity ontract subject arbitration sought injunction stopping arbitration unless ever labor commissioner determines jurisdiction parties dispute app emphasis added ferrer also told superior commissioner rules ontract void preston may appeal ruling hearing de novo appellant app cal app emphasis added ferrer current argument merely postpones arbitration withstand examination section provides de novo review superior arbitration ever occurred following labor commissioner decision likely long delayed contravention congress intent move parties arbitrable dispute arbitration quickly easily possible moses cone memorial hospital mercury constr ferrer prevailed california courts moreover doubt argue judicial findings fact conclusions law made full fair de novo hearing binding parties preclude arbitrator making contrary rulings prime objective agreement arbitrate achieve streamlined proceedings expeditious results mitsubishi motors soler see also terminix southland objective frustrated even preston compel arbitration lieu de novo superior review requiring initial reference parties dispute labor commissioner least hinder speedy resolution controversy ferrer asks us overlook apparent conflict arbitration clause proceedings labor commissioner administrative rather judicial brief respondent allowing parties proceed directly arbitration ferrer contends undermine labor commissioner ability stay informed potentially illegal activity deprive artists protected taa labor commissioner expertise gilmer lane considered rejected similar argument namely arbitration age discrimination claims undermine role equal employment opportunity commission eeoc enforcing federal law mere involvement administrative agency enforcement statute held limit private parties obligation comply arbitration agreements ferrer points holding eeoc waffle house arbitration agreement signed employee becomes discrimination complainant bar eeoc filing enforcement suit name emphasizes observation gilmer individuals agreed arbitrate discrimination claims still free file charge eeoc consistent decisions ferrer argues arbitration clause contract preston leaves undisturbed labor commissioner independent authority enforce taa see brief respondent proceedings labor commissioner functions advocate advancing cause tribunal authorized find facts apply law instead commissioner serves impartial arbiter role agreement ferrer preston reserves arbitrator contrast waffle house gilmer aside ferrer quotes addressed role agency adjudicator prosecutor pursuing enforcement action name reviewing discrimination charge determine whether initiate judicial proceedings finally bears repeating preston petition presents precisely question concerning forum parties dispute heard see supra agreeing arbitrate statutory claim party forgo substantive rights afforded statute submits resolution arbitral forum mitsubishi motors ferrer relinquishes substantive rights taa california law may accord contract signed escape resolution rights arbitral forum sum disapprove distinction judicial administrative proceedings drawn ferrer adopted appeals parties agree arbitrate questions arising contract faa supersedes state laws lodging primary jurisdiction another forum whether judicial administrative ferrer final attempt distinguish buckeye relies volt information sciences board trustees leland stanford junior volt involved california statute dealing cases party arbitration agreement also party pending action involving third party bound arbitration agreement arising transaction series related transactions cal civ proc code ann west avoid possibility conflicting rulings common issue law fact statute gives superior authority inter alia stay proceeding pending outcome arbitration stay arbitration pending outcome action ibid volt information sciences stanford university parties construction contract containing arbitration clause dispute arose volt demanded arbitration stanford sued volt two companies involved construction project companies parties arbitration agreement stanford sought indemnification event volt prevailed stanford stanford request superior stayed arbitration california appeal affirmed stay order volt stanford incorporated agreement appeals held stipulating contract otherwise silent priority suits drawing parties subject arbitration governed california law board trustees leland stanford junior univ volt information sciences cal rptr officially depublished relying appeal interpretation contract held faa bar stay arbitration pending resolution stanford superior suit volt two companies bound arbitration agreement preston ferrer contract also contains clause agreement shall governed laws state california app separate saving clause provides conflict agreement present future law law prevails contract extent necessary bring contract within requirements said law contractual terms according ferrer call application california procedural law including grant exclusive jurisdiction labor commissioner ferrer reliance volt misplaced two discrete reasons first arbitration stayed volt accommodate litigation involving third parties strangers arbitration agreement nothing arbitration agreement addressed order proceedings pending litigation third parties presented prospect inconsistent rulings thought proper circumstances recognize state law gap filler contrast arbitration clause speaks matter controversy dispute relating breach validity legality contract arbitrated accordance american arbitration association aaa rules app parties bound arbitration agreement question preston status talent agent relates validity legality contract risk related litigation yield conflicting rulings common issues procedural void clause fill second guided recent decision mastrobuono shearson lehman hutton although contract volt provided arbitration accordance construction industry arbitration rules american arbitration association internal quotation marks omitted volt never argued incorporation rules trumped clause contained contract see brief appellant reply brief volt information sciences board trustees leland stanford junior therefore neither decision volt decision california appeals case addressed import contract incorporation reference privately promulgated arbitration rules mastrobuono reached open question interpreting contract new york clause clause providing arbitration accordance rules national association securities dealers nasd best way harmonize two clauses held read clause encompass substantive principles new york courts apply include new york special rules limiting authority arbitrators preston ferrer contract noted provides arbitration accordance aaa rules app one rules arbitrator shall power determine existence validity contract arbitration clause forms part aaa commercial arbitration rules online http visited clerk case file incorporation aaa rules particular rule weighs inferring clause understanding shared ferrer preston disputes heard first instance labor commissioner following guide mastrobuono provides best way harmonize parties adoption aaa rules selection california law read latter encompass prescriptions governing substantive rights obligations parties state special rules limiting authority arbitrators reasons stated judgment california appeal reversed case remanded proceedings inconsistent opinion ordered arnold preston petitioner alex ferrer writ certiorari appeal california second appellate district february justice thomas dissenting stated many previous occasions believe federal arbitration act faa et seq ed supp apply proceedings state courts see terminix dobson thomas dissenting see also buckeye check cashing cardegna green tree financial bazzle doctor associates casarotto thus state proceedings faa displace state law delays arbitration administrative proceedings completed accordingly affirm judgment appeals footnotes taa uses term talent agency describe corporations individual talent agents use terms talent agent talent agency interchangeably although ferrer urges us overrule southland relies arguments considered rejected terminix dobson compare brief respondent brief attorney general alabama et al amici curiae terminix dobson pp adhering precedent take ferrer invitation overrule southland ferrer petition labor commissioner sought declaration contract void taa app complaint superior seeking enjoin arbitration asserted ontract void reason preston attempt procure employment ferrer violation taa ontract arbitration clause vest authority arbitrator determine whether contract void brief appeals stated ferrer contend arbitration clause ontract procured fraud ferrer contends preston unlawfully acted unlicensed talent agent hence enforce ontract brief respondent courts may void entire contract talent agency services regulated taa inseparable unregulated managerial services marathon entertainment blasi wl contractual terms severable however isolated instance unlicensed conduct automatically bar recovery services lawfully provided without license ibid appeal labor commissioner decision aggrieved party must post bond least twice amount judgment approved commissioner superior appeal lies appeal cal civ proc ann west cal rule appellate rules west rev thereafter losing party may seek review california rule appellate rules perhaps followed petition writ certiorari ferrer identified single case holding california law permits interruption chain appeals allow arbitrator review labor commissioner decision see tr oral arg enforcement parties arbitration agreement case displace independent authority labor commissioner may investigate rectify violations taa see brief respondent commissioner independent investigatory authority may receive information concerning alleged violations taa source citation omitted see also tr oral arg question mastrobuono whether arbitrator award punitive damages see mastrobuono shearson lehman hutton new york law prohibited arbitrators courts awarding damages nasd rules contrast authorized damages relief according nasd arbitration manual included punitive damages internal quotation marks omitted relying volt respondents argued clause incorporated parties arbitration agreement new york ban arbitral awards punitive damages opposing argument petitioners successfully urged agreement arbitrate accordance nasd rules controlled