mitsubishi motors soler argued march decided july hereafter petitioner japanese corporation manufactures automobiles product joint venture chrysler international cisa swiss corporation another japanese corporation aimed distributing chrysler dealers outside continental automobiles manufactured petitioner hereafter respondent puerto rico corporation entered distribution sales agreements cisa sales agreement petitioner also party contained clause providing arbitration japan commercial arbitration association disputes arising certain articles agreement breach thereof thereafter attempts work disputes arising slackening sale new automobiles failed petitioner withheld shipment automobiles respondent disclaimed responsibility petitioner brought action federal district federal arbitration act convention recognition enforcement foreign arbitral awards seeking order compel arbitration disputes accordance arbitration clause respondent filed answer counterclaims asserting inter alia causes action sherman act statutes district ordered arbitration issues raised complaint counterclaims including federal antitrust issues despite doctrine american safety equipment maguire uniformly followed courts appeals rights conferred antitrust laws inappropriate enforcement arbitration district relying scherk held international character undertaking question required enforcement arbitration clause even antitrust claims appeals reversed insofar district ordered submission antitrust claims arbitration held merit respondent contention falls within class whose benefit statutes specified counterclaims passed arbitration clause issue mention statutes statutes general clause properly read contemplate arbitration statutory claims warrant arbitration act implying every contract within ken presumption arbitration statutory claims reason depart federal policy favoring arbitration party bound arbitration agreement raises claims founded statutory rights pp respondent antitrust claims arbitrable pursuant arbitration act concerns international comity respect capacities foreign transnational tribunals sensitivity need international commercial system predictability resolution disputes require enforcement arbitration clause question even assuming contrary result forthcoming domestic context see scherk supra strong presumption favor freely negotiated contractual provisions reinforced federal policy favor arbitral dispute resolution policy applies special force field international commerce mere appearance antitrust dispute alone warrant invalidation selected forum undemonstrated assumption arbitration clause tainted potential complexity antitrust matters suffice ward arbitration arbitration panel pose great danger innate hostility constraints business conduct antitrust law imposes importance private damages remedy enforcing regime antitrust laws compel conclusion remedy may sought outside american pp blackmun delivered opinion burger white rehnquist joined stevens filed dissenting opinion brennan joined marshall joined except part ii post powell took part decision cases together soler mitsubishi motors also certiorari wayne cross argued cause petitioner respondent briefs robert sills william sussman samuel cespedes ana matilde nin benjamin argued cause respondent petitioner briefs jerome murray jerrold joseph ganzfried argued cause amicus curiae supporting respondent brief solicitor general lee assistant attorney general mcgrath deputy solicitor general wallace carolyn corwin robert nicholson marion jetton briefs amici curiae urging reversal filed american arbitration association michael hoellering joseph mclaughlin wayne collins alfred ferrer rosemary page thomas thacher john stevenson robert von mehren gerald aksen henry de vries andreas lowenfeld stewart mcclendon national automobile dealers association jerry cohen briefs amici curiae filed international chamber commerce james campbell andrew vollmer commonwealth puerto rico hector rivera cruz secretary justice puerto rico edward bruce oscar garibaldi justice blackmun delivered opinion principal question presented cases arbitrability pursuant federal arbitration act et convention recognition enforcement foreign arbitral awards convention claims arising sherman act et encompassed within valid arbitration clause agreement embodying international commercial transaction mitsubishi motors corporation mitsubishi japanese corporation manufactures automobiles principal place business tokyo japan mitsubishi product joint venture one hand chrysler international cisa swiss corporation registered geneva wholly owned chrysler corporation mitsubishi heavy industries japanese corporation aim joint venture distribution chrysler dealers outside continental vehicles manufactured mitsubishi bearing chrysler mitsubishi trademarks soler soler puerto rico corporation principal place business pueblo viejo guaynabo puerto rico october soler entered distributor agreement cisa provided sale soler vehicles within designated area including metropolitan san juan app date cisa soler mitsubishi entered sales procedure agreement sales agreement referring distributor agreement provided direct sale mitsubishi products soler governed terms conditions sales paragraph vi sales agreement labeled arbitration certain matters provides disputes controversies differences may arise mitsubishi soler relation articles agreement breach thereof shall finally settled arbitration japan accordance rules regulations japan commercial arbitration association following month mitsubishi brought action soler district district puerto rico federal arbitration act convention mitsubishi sought order pursuant compel arbitration accord vi sales agreement app shortly filing complaint mitsubishi filed request arbitration japan commercial arbitration association soler denied allegations counterclaimed mitsubishi cisa alleged numerous breaches mitsubishi sales agreement raised pair defamation claims asserted causes action sherman act et seq federal automobile dealers day act stat et seq puerto rico competition statute laws tit et seq puerto rico dealers contracts act laws tit et seq supp counterclaim premised sherman act soler alleged mitsubishi cisa conspired divide markets restraint trade effectuate plan according soler mitsubishi refused permit soler resell buyers north central south america vehicles obligated purchase mitsubishi refused ship ordered vehicles parts heaters defoggers necessary permit soler make vehicles suitable resale outside puerto rico coercively attempted replace soler puerto rico distributors wholly owned subsidiary serve exclusive mitsubishi distributor puerto rico app hearing district ordered mitsubishi soler arbitrate issues raised complaint counterclaims save two portion third regard federal antitrust issues recognized courts appeals following american safety equipment maguire uniformly held rights conferred antitrust laws character inappropriate enforcement arbitration app pet cert quoting wilko swan rev district held however international character undertaking required enforcement agreement arbitrate even antitrust claims relied scherk ordered arbitration pursuant provision embodied international agreement claim arising securities exchange act notwithstanding assumption arguendo wilko supra held claims arising securities act also bar arbitration act claim arising domestic context appeals first circuit affirmed part reversed part first rejected soler argument puerto rico law precluded enforcement agreement obligating local dealer arbitrate controversies outside puerto rico also rejected soler suggestion intended arbitrate statutory claims mentioned arbitration agreement assessing arbitrability basis read arbitration clause encompass virtually claims arising various statutes including arising sherman act finally endorsing doctrine american safety precluding arbitration antitrust claims appeals concluded neither decision scherk convention required abandonment doctrine face international transaction accordingly reversed judgment district insofar ordered submission soler antitrust claims arbitration affirming remainder judgment directed district consider first instance parallel judicial arbitral proceedings go forward granted certiorari primarily consider whether american enforce agreement resolve antitrust claims arbitration agreement arises international transaction ii outset address contention raised soler arbitration clause issue may read encompass statutory counterclaims stated answer complaint making argument soler question appeals application vi sales agreement disputes involved matter standard contract interpretation instead argues matter law may construe arbitration agreement encompass claims arising statutes designed protect class party resisting arbitration belongs unless party expressly agreed arbitrate claims see pet cert pp soler presumably means arbitration clause must specifically mention statute giving rise claims party clause seeks arbitrate see soler reasons falls within class whose benefit federal local antitrust laws dealers acts passed arbitration clause issue mention statutes statutes general clause read contemplate arbitration statutory claims agree find warrant arbitration act implying every contract within ken presumption arbitration statutory claims act centerpiece provision makes written agreement arbitrate maritime transaction contract evidencing transaction involving commerce valid irrevocable enforceable save upon grounds exist law equity revocation contract liberal federal policy favoring arbitration agreements moses cone memorial hospital mercury construction manifested provision act whole bottom policy guaranteeing enforcement private contractual arrangements act simply creates body federal substantive law establishing regulating duty honor agreement arbitrate recently observed preeminent concern congress passing act enforce private agreements parties entered concern requires rigorously enforce agreements arbitrate dean witter reynolds byrd accordingly first task asked compel arbitration dispute determine whether parties agreed arbitrate dispute make determination applying federal substantive law arbitrability applicable arbitration agreement within coverage act moses cone memorial hospital see prima paint flood conklin mfg southland keating body law counsels questions arbitrability must addressed healthy regard federal policy favoring arbitration arbitration act establishes matter federal law doubts concerning scope arbitrable issues resolved favor arbitration whether problem hand construction contract language allegation waiver delay like defense arbitrability moses cone memorial hospital reason depart guidelines party bound arbitration agreement raises claims founded statutory rights time ago expressed hope act usefulness controversies based statutes standards otherwise created wilko swan omitted see merrill lynch pierce fenner smith ware well past time judicial suspicion desirability arbitration competence arbitral tribunals inhibited development arbitration alternative means dispute resolution last term southland supra held act declared national policy applicable equally state well federal courts construed arbitration clause encompass disputes issue without pausing source state statute rights asserted parties resisting arbitration course courts remain attuned claims agreement arbitrate resulted sort fraud overwhelming economic power provide grounds revocation contract see southland bremen zapata absent compelling considerations act provides basis disfavoring agreements arbitrate statutory claims skewing otherwise hospitable inquiry arbitrability say controversies implicating statutory rights suitable arbitration reason distort process contract interpretation however order ferret inappropriate congressional policy manifested federal arbitration act requires courts liberally construe scope arbitration agreements covered act congressional intention expressed statute courts must rely identify category claims agreements arbitrate held unenforceable see wilko swan southland dean witter reynolds concurring opinion reason soler concern statutorily protected classes provides reason color lens arbitration clause read agreeing arbitrate statutory claim party forgo substantive rights afforded statute submits resolution arbitral rather judicial forum trades procedures opportunity review courtroom simplicity informality expedition arbitration must assume congress intended substantive protection afforded given statute include protection waiver right judicial forum intention deducible text legislative history see wilko swan supra made bargain arbitrate party held unless congress evinced intention preclude waiver judicial remedies statutory rights issue nothing meantime prevents party excluding statutory claims scope agreement arbitrate see prima paint sum appeals correctly conducted inquiry first determining whether parties agreement arbitrate reached statutory issues upon finding considering whether legal constraints external parties agreement foreclosed arbitration claims endorse rejection soler proposed rule construction iii turn consider whether soler antitrust claims nonarbitrable even though agreed arbitrate holding appeals followed decision second circuit american safety equipment maguire notwithstanding absence explicit support exception either sherman act federal arbitration act second circuit reasoned pervasive public interest enforcement antitrust laws nature claims arise cases combine make antitrust claims inappropriate arbitration find unnecessary assess legitimacy american safety doctrine applied agreements arbitrate arising domestic transactions scherk conclude concerns international comity respect capacities foreign transnational tribunals sensitivity need international commercial system predictability resolution disputes require enforce parties agreement even assuming contrary result forthcoming domestic context even scherk recognized utility clauses international transactions bremen supra american oil company seeking evade contractual choice english forum implication english law filed suit admiralty district german corporation contracted tow rig location adriatic sea notwithstanding possibility english enforce provisions towage contract exculpating german party american refuse enforce gave effect clause observed expansion american business industry hardly encouraged notwithstanding solemn contracts insist parochial concept disputes must resolved laws courts trade commerce world markets international waters exclusively terms governed laws resolved courts identical considerations governed decision scherk categorized agreement arbitrate specified tribunal effect specialized kind clause posits situs suit also procedure used resolving dispute scherk american company purchased several interrelated business enterprises organized laws germany liechtenstein well rights held enterprises certain trademarks german citizen time trial resided switzerland although contract sale contained clause providing arbitration international chamber commerce paris controversy claim arising agreement breach thereof subsequently brought suit scherk federal district illinois alleging scherk violated securities exchange act fraudulently misrepresenting status unencumbered district denied motion stay proceedings enjoined parties going forward arbitral tribunal paris appeals seventh circuit affirmed relying holding wilko swan agreements arbitrate disputes arising securities act nonarbitrable reversed enforcing arbitration agreement even assuming purposes decision controversy nonarbitrable holding wilko arisen domestic transaction emphasized contractual provision specifying advance forum disputes shall litigated law applied almost indispensable precondition achievement orderliness predictability essential international business transaction parochial refusal courts one country enforce international arbitration agreement frustrate purposes invite unseemly mutually destructive jockeying parties secure tactical litigation advantages damage fabric international commerce trade imperil willingness ability businessmen enter international commercial agreements bremen scherk establish strong presumption favor enforcement freely negotiated contractual provisions scherk presumption reinforced emphatic federal policy favor arbitral dispute resolution least since nation accession convention see implementation convention year amendment federal arbitration act federal policy applies special force field international commerce thus must weigh concerns american safety strong belief efficacy arbitral procedures resolution international commercial disputes equal commitment enforcement freely negotiated clauses outset confess skepticism certain aspects american safety doctrine distilled first circuit doctrine comprises four ingredients first private parties play pivotal role aiding governmental enforcement antitrust laws means private action treble damages second strong possibility contracts generate antitrust disputes may contracts adhesion militates automatic forum determination contract third antitrust issues prone complication require sophisticated legal economic analysis thus strengths arbitral process expedition minimal requirements written rationale simplicity resort basic concepts common sense simple equity finally issues war peace important vested generals decisions antitrust regulation business important lodged arbitrators chosen business community particularly foreign community experience exposure law values see american safety initially find second concern unjustified mere appearance antitrust dispute alone warrant invalidation selected forum undemonstrated assumption arbitration clause tainted party resisting arbitration course may attack directly validity agreement arbitrate see prima paint flood conklin mfg moreover party may attempt make showing warrant setting aside clause agreement ffected fraud undue influence overweening bargaining power enforcement unreasonable unjust proceedings contractual forum gravely difficult inconvenient resisting party practical purposes deprived day bremen absent showing none attempted basis assuming forum inadequate selection unfair next potential complexity suffice ward arbitration might well doubt even courts following american safety subscribe fully view antitrust matters inherently insusceptible resolution arbitration courts agreed undertaking arbitrate antitrust claims entered dispute arises acceptable see coenen pressprich cert denied cobb lewis see also present cases leaving question open vertical restraints frequently give birth antitrust claims covered arbitration agreement often occasion monstrous proceedings given antitrust litigation image intractability event adaptability access expertise hallmarks arbitration anticipated subject matter dispute may taken account arbitrators appointed arbitral rules typically provide participation experts either employed parties appointed tribunal moreover often judgment streamlined proceedings expeditious results best serve needs causes parties agree arbitrate disputes typically desire keep effort expense required resolve dispute within manageable bounds prompts mutually forgo access judicial remedies sum factor potential complexity alone persuade us arbitral tribunal properly handle antitrust matter similar reasons also reject proposition arbitration panel pose great danger innate hostility constraints business conduct antitrust law imposes international arbitrators frequently drawn legal well business community dispute important legal component parties arbitral body whose assistance agreed settle dispute expected select arbitrators accordingly decline indulge presumption parties arbitral body conducting proceeding unable unwilling retain competent conscientious impartial arbitrators left core american safety doctrine fundamental importance american democratic capitalism regime antitrust laws see topco associates northern pacific without doubt private cause action plays central role enforcing regime see hawaii standard oil appeals pointed claim antitrust laws merely private matter sherman act designed promote national interest competitive economy thus plaintiff asserting rights act likened private protects public interest quoting american safety importance private damages remedy however compel conclusion may sought outside american notwithstanding important incidental policing function cause action conferred private parties clayton act pursued soler way third counterclaim seeks primarily enable injured competitor gain compensation injury section essence remedial provision provides treble damages ny person shall injured business property reason anything forbidden antitrust laws course treble damages also play important role penalizing wrongdoers deterring wrongdoing also frequently observed nevertheless true provision makes awards available injured parties measures awards multiple injury actually proved designed primarily remedy brunswick pueblo reason assume outset dispute international arbitration provide adequate mechanism sure international arbitral tribunal owes prior allegiance legal norms particular hence direct obligation vindicate statutory dictates tribunal however bound effectuate intentions parties parties agreed arbitral body decide defined set claims includes cases arising application american antitrust law tribunal therefore bound decide dispute accord national law giving rise claim cf wilko swan long prospective litigant effectively may vindicate statutory cause action arbitral forum statute continue serve remedial deterrent function permitted arbitration go forward national courts opportunity stage ensure legitimate interest enforcement antitrust laws addressed convention reserves signatory country right refuse enforcement award recognition enforcement award contrary public policy country art see scherk efficacy arbitral process requires substantive review stage remain minimal require intrusive inquiry ascertain tribunal took cognizance antitrust claims actually decided international trade expanded recent decades use international arbitration resolve disputes arising course trade controversies international arbitral institutions called upon resolve increased diversity well complexity yet potential tribunals efficient disposition legal disagreements arising commercial relations yet tested take central place international legal order national courts need shake old judicial hostility arbitration kulukundis shipping amtorg trading also customary understandable unwillingness cede jurisdiction claim arising domestic law foreign transnational tribunal extent least necessary national courts subordinate domestic notions arbitrability international policy favoring commercial arbitration see scherk supra accordingly require representative american business community honor bargain scherk stevens dissenting holding agreement arbitrate enforce able accord explicit provisions arbitration act scherk judgment appeals affirmed part reversed part cases remanded proceedings consistent opinion ordered footnotes complaint alleged soler failed pay ordered vehicles failed pay contractual distress unit penalties intended reimburse mitsubishi storage costs interest charges incurred soler failure take shipment ordered vehicles soler failure fulfill warranty obligations threatened mitsubishi reputation goodwill soler failed obtain required financing distributor sales agreements expired terms alternatively soler surrendered rights sales agreement section provides pertinent part party aggrieved alleged failure neglect refusal another arbitrate written agreement arbitration may petition district save agreement jurisdiction title civil action admiralty subject matter suit arising controversy parties order directing arbitration proceed manner provided agreement shall hear parties upon satisfied making agreement arbitration failure comply therewith issue shall make order directing parties proceed arbitration accordance terms agreement section provides convention recognition enforcement foreign arbitral awards june shall enforced courts accordance chapter article ii convention turn provides contracting state shall recognize agreement writing parties undertake submit arbitration differences arisen may arise respect defined legal relationship whether contractual concerning subject matter capable settlement arbitration contracting state seized action matter respect parties made agreement within meaning article shall request one parties refer parties arbitration unless finds said agreement null void inoperative incapable performed title confers jurisdiction district courts action falling convention mitsubishi also sought order threatened litigation app alleged breaches included wrongful refusal ship ordered vehicles necessary parts failure make payment warranty work authorized rebates bad faith establishing volumes fourth counterclaim alleged mitsubishi made statements defamed soler good name business reputation company soler negotiating sale plant distributorship sixth counterclaim alleged mitsubishi made willfully false malicious statement affidavit submitted support application temporary restraining order mitsubishi wrongfully advised soler customers public market area longer business soler district found arbitration clause cover fourth sixth counterclaims sought damages defamation see supra allegations seventh counterclaim concerning discriminatory treatment establishment volumes app pet cert pp accordingly retained jurisdiction portions litigation addition arbitration agreement soler cisa existed retained jurisdiction insofar sought relief cisa first second third ninth counterclaims raised claims puerto rico dealers contracts act federal automobile dealers day act sherman act puerto rico competition statute respectively aspects district ruling appealed soler relied laws tit supp purports render null void ny stipulation obligates dealer adjust arbitrate litigate controversy comes regarding dealer contract outside puerto rico foreign law rule law see walborg superior appeals held provision declares arbitration agreements valid enforceable save upon grounds exist law equity revocation contract see southland keating see also ledee ceramiche ragno soler challenge holding appeals saw question whether arbitration clause mentions antitrust particular cause action whether factual allegations underlying soler counterclaims mitsubishi bona fide defenses counterclaims within scope arbitration clause whatever legal labels attached allegations soler counterclaim puerto rico dealers contracts act focused mitsubishi alleged failure comply provisions sales agreement governing delivery automobiles provisions found portion article agreement subject arbitration appeals placed first counterclaim within arbitration clause read sherman act counterclaim raise issues wrongful termination soler distributorship wrongful failure ship ordered parts vehicles wrongful refusal permit transshipment stock latin america existence cause termination turned mitsubishi allegations soler breached sales agreement example failing pay ordered vehicles wrongful termination claim implicated least three provisions within arbitration clause article rendered dealer orders firm article provided distress unit penalties dealer prevented timely shipment article specifying payment obligations procedures therefore held arbitration clause cover dispute nonshipment claim implicated soler obligation article proffer acceptable credit found dispute covered well transshipment claim prompted mitsubishi defenses concerning suitability vehicles manufactured soler specifications use different locales soler inability provide warranty service transshipped products implicated soler obligation article iv another covered provision make use mitsubishi trademarks manner dilute mitsubishi reputation goodwill damage name reputation therefore found arbitration agreement also include dispute noting trademark concerns relevant legality territorially based restricted distribution arrangements sort issue citing continental gte sylvania appeals read federal automobile dealers day act claim raise issues mitsubishi good faith establishing volumes mitsubishi alleged attempt coerce soler accepting replacement mitsubishi subsidiary agreed district conclusion mitsubishi acquiesced arbitration clause reach first issue found second arising soler payment problems restate claims already found covered finally appeals found antitrust claims puerto rico law entirely reiterate claims elsewhere stated accordingly held arbitrable extent counterparts ibid soler suggests thereby declared antitrust claims arising puerto rico law nonarbitrable well read appeals opinion held federal antitrust claims nonarbitrable see principal issue appeal whether arbitration federal antitrust claims may compelled federal arbitration act major question appeal whether antitrust issues raised soler third counterclaim grounded sherman act subject arbitration event contention local antitrust claims nonarbitrable foreclosed decision southland keating held federal arbitration act withdrew power require judicial forum resolution claims contracting parties agreed resolve arbitration soler suggests first time congress intended claims federal automobile dealers day act nonarbitrable brief respondent soler raise question appeals present address following entry district judgment appeals denied motions soler stay pending appeal parties accordingly commenced preparation arbitration japan upon remand appeals however soler withdrew antitrust claims arbitration tribunal sought stay arbitration pending completion judicial proceedings ground antitrust claims permeated claims remained tribunal district denied motion instead staying proceedings pending arbitration japan arbitration recommenced apparently came halt september upon filing soler petition reorganization chapter bankruptcy code et seq therefore reason review appeals construction scope arbitration clause light allegations soler counterclaims see supra southland keating soler suggest title clause referred certain matters app clause specifically referred articles read narrowly exclude statutory claims soler ignores inclusion within certain matters disputes controversies differences may arise mitsubishi soler relation specified provisions breach thereof contrary soler suggestion exclusion areas possible dispute scope arbitration clause serve restrict reach otherwise broad clause areas intended operate thus insofar allegations underlying statutory claims touch matters covered enumerated articles appeals properly resolved doubts favor arbitrability see previously explained act designed overcome anachronistic judicial hostility agreements arbitrate american courts borrowed english common law see dean witter reynolds byrd scherk claims whose arbitrability issue southland arose disclosure requirements california franchise investment law cal code ann et seq west dissent southland disputed applicability act proceedings state courts object reading arbitration clause examination act july pub stat codified see japan commercial arbitration association rule reprinted app craig park paulsson international chamber commerce arbitration art arbitration rules nations commission international trade law uncitral reprinted yearbook commercial arbitration see craig park paulsson supra sanders commentary uncitral arbitration rules yearbook commercial arbitration supra advised mitsubishi amicus international chamber commerce without contradiction soler arbitration panel selected hear parties claims composed three japanese lawyers one former law school dean another former judge third practicing attorney american legal training written japanese antitrust law brief petitioner brief international chamber commerce amicus curiae appeals concerned international arbitrators lack experience exposure law values obstacles confronted arbitration panel case however greater confronted judicial arbitral tribunal required determine foreign law see fed rule civ proc moreover attachment antitrust laws may stronger many countries including japan similar bodies competition law see law transnational business transactions ch banks antitrust aspects international business operations nanda ed iyori uesugi antimonopoly laws japan addition clause providing arbitration japan commercial arbitration association sales agreement includes clause reads agreement made governed construed respects according laws swiss confederation entirely performed therein app raises possibility arbitral panel read provision simply govern interpretation contract terms wholly displace american law even otherwise apply brief amicus curiae international chamber commerce opines onceivabl although believe unlikely arbitrators consider soler affirmative claim conduct cisa mitsubishi fall within purview provision result decided swiss law rather sherman act brief international chamber commerce amicus curiae oral argument however counsel mitsubishi conceded american law applied antitrust claims represented claims submitted arbitration panel japan basis tr oral arg record confirms decision appeals arbitral panel taken claims submission see district order may pp therefore occasion speculate matter stage proceedings mitsubishi seeks enforce agreement arbitrate enforce award need consider effect arbitral tribunal failure take cognizance statutory cause action claimant capacity reinitiate suit federal merely note event clauses operated tandem prospective waiver party right pursue statutory remedies antitrust violations little hesitation condemning agreement public policy see redel general electric gaines carrollton tobacco board trade fox midwest theatres means cf lawlor national screen service see generally williston contracts ed see supra note example rules japan commercial arbitration association provide taking summary record hearing rule stenographic recording proceedings tribunal orders party requests one rule statement reasons award unless parties agree otherwise rule see app needless say intimate views merits soler antitrust claims quarrel appeals conclusion art ii convention requires recognition agreements arbitrate involve subject matter capable settlement arbitration contemplates exceptions arbitrability grounded domestic law see gaja international commercial arbitration new york convention van den berg new york convention towards uniform judicial interpretation contini international commercial arbitration nations convention recognition enforcement foreign arbitral awards comp see van den berg supra collecting contrary authorities gaja supra appears acceding convention senate advised state department memorandum convention provided exceptions see exec doc acceding convention senate restricted applicability commercial matters accord art see yet implementing convention amendment federal arbitration act congress specify matters intended exclude scope see act july pub stat codified scherk recited art ii including language relied upon appeals paid heed convention delegates frequent ly voiced concern courts signatory countries agreement arbitrate sought enforced permitted decline enforcement agreements basis parochial views desirability manner diminish mutually binding nature agreements citing haight convention recognition enforcement foreign arbitral awards summary analysis record nations conference pp moreover dealt arguendo exception arbitrability grounded express congressional language contrast face judicially implied exception utility convention promoting process international commercial arbitration depends upon willingness national courts let go matters normally think doubtless congress may specify categories claims wishes reserve decision courts without contravening nation obligations convention decline subvert spirit accession convention recognizing exceptions congress expressly directed courts justice stevens justice brennan joins justice marshall joins except part ii dissenting one element rather complex litigation claim asserted american dealer plymouth automobiles two major automobile companies parties international cartel restrained competition american market pursuant agreement alleged violated sherman act companies allegedly prevented dealer transshipping surplus vehicles puerto rico dealers american market app petitioner denies truth dealer allegations takes position validity antitrust claim must resolved arbitration tribunal tokyo japan largely auto manufacturers defense antitrust allegation based provisions dealer franchise agreement appeals concluded arbitration clause agreement encompassed antitrust claim held however matter law arbitration claim may compelled either federal arbitration act convention recognition enforcement foreign arbitral awards agrees appeals interpretation scope arbitration clause disagrees conclusion clause unenforceable insofar purports cover antitrust claim japanese company holding rests almost exclusively federal policy favoring arbitration commercial disputes vague notions international comity arising fact automobiles involved manufactured japan convinced appeals construction arbitration clause erroneous strongly disagree interpretation relevant federal statutes respectfully dissent opinion fair construction language arbitration clause parties contract encompass claim auto manufacturers entered conspiracy violation antitrust laws arbitration clause normally construed cover statutory remedy expressly identify congress intend federal arbitration act apply antitrust claims congress intend convention recognition enforcement foreign arbitral awards apply disputes covered federal arbitration act october respondent soler soler entered distributor agreement govern sale plymouth passenger cars manufactured petitioner mitsubishi motors corporation tokyo japan mitsubishi mitsubishi however party agreement rather purchase rights granted soler wholly owned subsidiary chrysler corporation referred chrysler agreement distributor agreement contain arbitration clause record contain agreement providing arbitration disputes soler chrysler paragraph distributor agreement authorizes chrysler soler orders filled company affiliated chrysler company thereby becoming supplier products covered agreement chrysler relying paragraph distributor agreement soler chrysler mitsubishi entered separate sales procedure agreement designating mitsubishi supplier products covered distributor agreement arbitration clause construes today found agreement matter ordinary contract interpretation least two reasons clause apply soler antitrust claim chrysler mitsubishi first clause applies disputes soler mitsubishi antitrust violation alleged soler counterclaim dispute soler joined chrysler associated company mitsubishi counterdefendants pleading expressly alleges companies engaged unlawful combination conspiracy restrain divide markets interstate foreign commerce violation sherman antitrust act clayton act app alleged chrysler authorized participated several overt acts directed soler stage case must course assume truth allegations stretching language arbitration clause far beyond ordinary meaning one possibly conclude encompasses dispute second clause applies disputes may arise mmc buyer relation articles agreement breach thereof thus disputes relating total articles sales procedure agreement arbitrable five articles cover terms conditions direct sales matters scheduling orders deliveries payment technical engineering changes compliance mitsubishi customs laws regulations soler obligation inform mitsubishi relevant local laws trademarks patent rights mitsubishi right cease production products immediately obvious soler antitrust claim arise articles claim breach thereof question whether dispute relation articles mitsubishi relies articles contract explain activities soler challenges antitrust claim appeals concluded relationship dispute articles brought arbitration clause play find construction clause wholly unpersuasive words relation appear references claims arise contract claims breach contract believe three species arbitrable claims must predicated contractual rights defined articles federal policy favoring arbitration sustain weight assigns clause requiring arbitration claims relating contract surely encompass claim arbitration clause part contract restraint trade cf paramount famous lasky see also paramount pictures judgment read encompass claim relies failure perform contract independent violation federal law matters asserted way defense control character source claim soler asserted accordingly simply matter ordinary contract interpretation hold soler antitrust claim arbitrable ii section federal arbitration act describes three kinds arbitrable agreements two including maritime transactions covering submission existing dispute arbitration involved case language relating arbitration clause reads follows written provision contract evidencing transaction involving commerce settle arbitration controversy thereafter arising contract refusal perform whole part thereof shall valid irrevocable enforceable save upon grounds exist law equity revocation contract today cases enforcing agreements arbitrate arbitration act involved contract claims one party claiming breach contractual warranties also claimed breach amounted fraud actionable securities exchange act scherk first time considered question whether standard arbitration clause referring claims arising relating contract construed cover statutory claims indirect relationship contract opinion neither congress enacted arbitration act many parties agreed standard clauses anticipated answer question several occasions drawn distinction statutory rights contractual rights refused hold arbitration barred assertion statutory right thus alexander held arbitration claim employment discrimination bar employee statutory right damages title vii civil rights act notwithstanding strong federal policy favoring arbitration labor disputes case explained length unreasonable assume congress intended give arbitrators final authority implement federal statutory policy long recognized choice forums inevitably affects scope substantive right vindicated bulk carriers arguelles harlan concurring respondent deferral rule necessarily premised assumption arbitral processes commensurate judicial processes congress impliedly intended federal courts defer arbitral decisions title vii issues deem supposition unlikely arbitral procedures well suited resolution contractual disputes make arbitration comparatively inappropriate forum final resolution rights created title vii conclusion rests first special role arbitrator whose task effectuate intent parties rather requirements enacted legislation facts may still render arbitral processes comparatively inferior judicial processes protection title vii rights among fact specialized competence arbitrators pertains primarily law shop law land steelworkers america warrior gulf navigation parties usually choose arbitrator trust knowledge judgment concerning demands norms industrial relations hand resolution statutory constitutional issues primary responsibility courts judicial construction proved especially necessary respect title vii whose broad language frequently given meaning reference public law concepts omitted barrentine freight system reached similar conclusion respect arbitrability employee claim based fair labor standards act noted arbitrator unlike federal judge institutional obligation enforce federal legislative policy arbitrator required effectuate intent parties rather enforce statute may issue ruling inimical public policies underlying flsa thus depriving employee protected statutory rights finally arbitral procedures less protective individual statutory rights judicial procedures see supra arbitrators often powerless grant aggrieved employees broad range relief flsa courts award actual liquidated damages reasonable attorney fees costs arbitrator contrast award compensation authorized wage provision agreement unlikely authorized award liquidated damages costs attorney fees omitted opinions alexander barrentine mcdonald wilko explain makes good sense draw distinction statutory claims contract claims view repeated recognition distinction federal statutory rights contractual rights together undisputed historical fact arbitration functioned almost entirely either area labor disputes ordinary disputes merchants questions fact see supra reasonable assume lawyers executives expect language standard arbitration clause cover federal statutory claims thus opinion fair respect importance interests congress identified worthy federal statutory protection fair appraisal likely understanding parties sign agreements containing standard arbitration clauses support presumption clauses apply federal statutory claims iii repeatedly held decision congress create special statutory remedy renders private agreement arbitrate federal statutory claim unenforceable thus already noted express statutory remedy provided ku klux act express statutory remedy securities act express statutory remedy fair labor standards act express statutory remedy title vii civil rights act provided convincing evidence congress intend protections afforded statute administered private arbitrator reasons motivated decisions apply special force federal policy protected antitrust laws make point appropriate recall past appraisals importance federal policy identify specific remedies congress designed implement chief justice hughes characterized sherman antitrust act charter freedom may fairly compared constitutional provision see appalachian coals philadelphia national bank referred extraordinary magnitude value choices made congress enacting sherman act recently described weighty public interests underlying basic philosophy statute antitrust laws general sherman act particular magna carta free enterprise important preservation economic freedom system bill rights protection fundamental personal freedoms freedom guaranteed every business matter small freedom compete assert vigor imagination devotion ingenuity whatever economic muscle muster implicit freedom notion foreclosed respect one sector economy certain private citizens groups believe foreclosure might promote greater competition important sector economy topco associates unique public interest enforcement antitrust laws repeatedly reflected special remedial scheme enacted congress since enactment sherman act provided public enforcement criminal well civil sanctions federal interest effective enforcement justified provision special district courts hear antitrust claims expedited basis well direct appeal bypassing courts appeals see national assn securities dealers special interest encouraging private enforcement sherman act reflected statutory scheme ever since section original act used broadest possible language describe class litigants may invoke protection act comprehensive terms coverage protecting made victims forbidden practices whomever may perpetrated mandeville island farms american crystal sugar see also associated general contractors california carpenters provision mandatory treble damages unique federal law statute enacted provides special incentive private enforcement statute well especially powerful deterrent violators described public interest vigilant enforcement antitrust laws instrumentality private action lawlor national screen service buttressed statutory mandate injured party also recover costs including reasonable attorney fee interest wide effective enforcement thus almost century vindicated enlisting assistance private attorneys general always attached special importance role violation antitrust laws blow system envisaged congress hawaii standard oil addition several unusual features antitrust enforcement scheme unequivocally require rejection thought congress tolerate private arbitration antitrust claims lieu statutory remedies fashioned explained blumenstock brothers advertising agency curtis publishing antitrust case brought district determination cases important decided otherwise competent tribunals surely allow private arbitrators assume jurisdiction denied courts sovereign extraordinary importance private antitrust remedy emphasized statutes enacted congress thus congress passed special act guaranteeing public access depositions government civil proceedings enforce sherman act stat purpose act plainly enable victims antitrust violations make evidentiary use information developed public enforcement proceeding purpose implemented following year enactment clayton act providing final judgment decree government case may constitute prima facie proof violation subsequent case stat special remedial provisions attest importance congress attached private remedy view history antitrust enforcement surprising federal courts considered question uniformly unhesitatingly concluded agreements arbitrate federal antitrust issues enforceable landmark opinion appeals second circuit judge feinberg wrote claim antitrust laws merely private matter sherman act designed promote national interest competitive economy thus plaintiff asserting rights act likened private protects public interest antitrust violations affect hundreds thousands perhaps millions people inflict staggering economic damage believe congress intended claims resolved elsewhere courts suggest antitrust litigations attain swollen proportions courts less public thankful fashioning rule govern arbitrability antitrust claims must consider rule potential effect reason also proper ask whether contracts adhesion alleged monopolists customers determine forum trying antitrust violations american safety equipment maguire omitted well advised endorse collective wisdom distinguished judges courts appeals unanimously concluded statutory remedies fashioned congress enforcement antitrust laws render agreement arbitrate antitrust disputes unenforceable arbitration awards reviewable manifest disregard law rudimentary procedures make arbitration desirable context private dispute often mean record inadequate arbitrator decision virtually unreviewable despotic decisionmaking kind fine parties willing agree advance settle best approximation correct result order resolve quickly inexpensively contractual dispute may arise ongoing commercial relationship informality however simply unacceptable every error may devastating consequences important businesses national economy may undermine ability compete world markets instead muffling grievance cloakroom arbitration public interest free competitive markets better served issues resolved light impartial public adjudication see merrill lynch pierce fenner smith ware iv assumes purposes decision antitrust issues arbitrable purely domestic dispute ante holds international character controversy makes arbitrable holding rests vague concerns international implications decision misguided application scherk international obligations relying notions international comity requires surprising determine specific commitments made enforce private agreements arbitrate disputes arising public law acknowledges treaty relevant convention recognition enforcement foreign arbitral awards convention adopted multilateral conference sponsored nations nation sign proposed convention time displaying characteristic caution entering international compacts accede years later acknowledged scherk principal purpose convention encourage recognition enforcement commercial arbitration agreements international contracts unify standards agreements arbitrate observed arbitral awards enforced signatory countries however amicus curiae advises convention clearly contemplates signatory nations enforce domestic laws prohibiting arbitration certain subject matters brief amicus curiae interpretation convention adopted appeals declines reject ante construction beyond doubt article ii convention provides contracting state seized action matter respect parties made agreement within meaning article shall request one parties refer parties arbitration obligation arise however agreement null void inoperative incapable performed art ii ii dispute concern subject matter capable settlement arbitration art ii former qualification principally applies matters fraud mistake duress inducement problems procedural fairness feasibility latter clause plainly suggests possibility subject matters capable arbitration domestic laws signatory nations agreements arbitrate disputes need enforced construction confirmed provisions convention provide enforcement international arbitration awards article iii provides contracting state shall recognize arbitral awards binding enforce however arbitration award contrary public policy country called upon enforce concerns subject matter capable settlement arbitration law country convention require enforced arts thus reading articles ii together convention provides agreements arbitrate disputes nonarbitrable domestic law need honored awards rendered enforced construction also supported legislative history senate advice consent convention presenting convention senate consideration president offered following interpretation article ii requirement agreement apply matter capable settlement arbitration necessary order take proper account laws force many countries prohibit submission certain questions arbitration example disputes affecting title real property arbitrable exec doc international comity clear international obligations permit us honor congress commitment exclusive resolution antitrust disputes federal courts today refuses offering vague concerns comity among nations courts nations hand applied exception provided convention refused enforce agreements arbitrate specific subject matters concern may exception convention reserved matter domestic law matters greatest public interest involve concerns shared nations sherman act commitment free competitive markets among important civil policies supra commitment shared nations signatory convention hardly sort parochial concern decline enforce interest international comity indeed branch government entrusted conduct political relations foreign governments informed us determination federal antitrust claims nonarbitrable convention likely result either surprise recrimination part signatories convention brief amicus curiae lacking support proposition enforcement domestic laws context result international recriminations seeks refuge obtuse application precedent scherk order defend contrary result scherk case action damages brought american purchaser three european businesses claimed seller fraudulent representations concerning status certain european trademarks constituted violation securities exchange act held parties agreement arbitrate dispute arising purchase agreement enforceable federal arbitration act legal issue whether earlier holding wilko swan agreement arbitrate preclude buyer security seeking judicial remedy securities act see controlling authority ibid carefully identified two important differences wilko case scherk case first statute involved wilko contained express private remedy statutory counterpart statute involved scherk see although noted difference provided colorable argument reaching different result rely instead based decision second distinction outcome wilko governed entirely american law whereas scherk foreign rules law control arbitration clause enforced host international problems arise explained contract purchase business entities belonging scherk truly international agreement american corporation principal place business vast bulk activity country scherk citizen germany whose companies organized laws germany liechtenstein negotiations leading signing contract austria closing switzerland took place england germany involved consultations legal trademark experts countries liechtenstein finally significantly subject matter contract concerned sale business enterprises organized laws primarily situated european countries whose activities largely entirely directed european markets contract involves considerations policies significantly different found controlling wilko wilko quite apart arbitration provision question laws generally federal securities laws particular govern disputes arising agreement parties negotiations subject matter contract situated country credible claim entertained international problems arise case contrast absence arbitration provision considerable uncertainty existed time agreement still exists concerning law applicable resolution disputes arising contract omitted critical importance issues scherk apparent even case reached see supra reason especially distressing find unable perceive reasoning scherk wholly inapplicable soler antitrust claims chrysler mitsubishi merits claims controlled entirely american law true automobiles manufactured japan mitsubishi japanese corporation antitrust questions presented mitsubishi owned two american companies instead one american one japanese partner mitsubishi enters american market plans engage business market period years must recognize obligation comply american law subject remedial provisions american statutes federal claim asserted scherk unlike soler antitrust claim expressly authorized congress indeed recent decision landreth timber landreth federal cause action asserted scherk entertained number federal circuits involve kind securities transaction congress intended regulate enacted securities exchange act fraud claimed scherk virtually identical breach warranty claim arbitration claims arising agreement parties equal bargaining strength conflict significant federal policy contrast soler claim implicates fundamental antitrust policies supra also evaluated light explicit congressional finding concerning disparity bargaining power automobile manufacturers franchised dealers congress enacted special legislation protect dealers franchise terminations recited intent balance power heavily weighted favor automobile manufacturers stat special federal interest protecting automobile dealers overreaching car manufacturers well policies underlying sherman act underscore folly decision today repeated incantation high ideals international arbitration creates impression case involves fate institution designed implement formula world peace improper subordinate public interest enforcement antitrust policy private interest resolving commercial disputes equally unwise allow vision world unity distort importance selection proper forum resolving dispute like mechanism resolving controversies international arbitration succeed realistically limited tasks capable performing well prompt inexpensive resolution essentially contractual disputes commercial partners matters involving political passions fundamental interests nations even multilateral convention adopted auspices nations recognizes private international arbitration incapable achieving satisfactory results opinion elected representatives american people us dispatch american citizen foreign land search uncertain remedy violation public right protected sherman act especially genuine bargaining terms submission arbitration remedy provided even elementary guarantees fair process consideration fully developed record jury instructed law federal judge subject appellate review surer guide competitive character commercial practice practically unreviewable judgment private arbitrator unlike congress enacted sherman act today seem appreciate value economic freedom respectfully dissent distributor agreement provides part agreement made chrysler international corporation organized existing laws swiss confederation principal office geneva switzerland hereinafter sometimes called chrysler soler hereinafter sometimes called distributor govern sale chrysler distributor plymouth passenger cars car derivatives manufactured mitsubishi motors corporation tokyo japan automotive replacement parts accessories said motor vehicles replacement parts accessories hereinafter sometimes called products app purchase rights subject provisions agreement chrysler grants distributor right purchase products chrysler distributor agrees buy products chrysler resale within following described territory hereinafter called sales area metropolitan san juan puerto rico ibid company referred cisa sales purchase agreement opinion paragraph distributor agreement provides direct sales chrysler distributor agree chrysler may option forward orders received distributor pursuant agreement parent company chrysler corporation subsidiary associated affiliated company hereinafter called supplier sell products covered order directly distributor chrysler distributor hereby acknowledge agree unless otherwise agreed writing direct sales supplier distributor governed terms conditions contained order form agreement sales constitute basis forming distributor relationship supplier distributor distributor acknowledges agrees claim controversy resulting direct sales supplier handled chrysler though sale made chrysler whereas pursuant article distributor agreement cisa may forward orders received buyer associated company whereas mmc cisa agreed mmc associated company cisa may sell mmc products directly buyer pursuant article distributor agreement mitsubishi jointly owned chrysler mitsubishi heavy industries japanese corporation clause reads follows arbitration certain matters disputes controversies differences may arise mmc buyer relation articles agreement breach thereof shall finally settled arbitration japan accordance rules regulations japan commercial arbitration association even mitsubishi prove violate provision contract proof necessarily constitute defense antitrust claim contrast prima paint flood conklin mfg prima paint claim fraud inducement asserted rescind contract independent basis recovery section provides written provision maritime transaction contract evidencing transaction involving commerce settle arbitration controversy thereafter arising contract transaction refusal perform whole part thereof agreement writing submit arbitration existing controversy arising contract transaction refusal shall valid irrevocable enforceable save upon grounds exist law equity revocation contract dissent prima paint flood conklin mfg justice black quoted following commentary written shortly statute passed questions arising contracts arbitrated remedy peculiarly suited disposition ordinary disputes merchants questions fact quantity quality time delivery compliance terms payment excuses like place also determination simpler questions law questions law arise daily relations merchants passage title existence warranties questions law complementary questions fact mentioned cohen dayton new federal arbitration law rev prima paint case held act applied claim fraud inducement contract intimate might also cover federal statutory claims see supra dispute parties alleged shortage defendant inventory european trademarks matter covered contract warranties subject verification kind commercial dispute arbitration entirely appropriate opinion fact fraud language rule included complaint far less significant desirability arbitration international chamber commerce paris france decide various questions foreign law determine rights parties scherk stevens dissenting rev interesting note moses cone memorial hospital mercury construction referred standard clause describing claims arising relating contract breach thereof provision resolving disputes arising contract breach moreover factfinding process arbitration usually equivalent judicial factfinding record arbitration proceedings complete usual rules evidence apply rights procedures common civil trials discovery compulsory process testimony oath often severely limited unavailable see bernhardt polygraphic wilko swan recognized rbitrators obligation give reasons award steelworkers america enterprise wheel car indeed informality arbitral procedure enables function efficient inexpensive expeditious means dispute resolution characteristic however makes arbitration less appropriate forum final resolution title vii issues federal courts omitted mcdonald city west branch wilko swan barrentine freight system alexander see stat stat repealed stat pub act still provides avenue directly appealing final judgment government antitrust suit person shall injured business property person corporation reason anything forbidden declared unlawful act may sue therefor circuit district defendant resides found without respect amount controversy shall recover three fold damages sustained costs suit including reasonable attorney fee stat current version private remedy codified often indicated inappropriateness invoking broad barriers relief private suit serves important public purposes reason held seagram sons plaintiff antitrust suit barred recovery proof engaged unrelated conspiracy commit antitrust violation similarly simpson union oil held dealer whose consignment agreement canceled failure adhere fixed resale price bring suit antitrust laws even though signing agreement extent become participant illegal scheme simpson premised recognition purposes antitrust laws best served insuring private action threat deter anyone contemplating business behavior violation antitrust laws plaintiff reaps reward treble damages may less morally reprehensible defendant law encourages suit overriding public policy favor competition fastidious regard relative moral worth parties result seriously undermining usefulness private action bulwark antitrust enforcement permitting plaintiff recover windfall gain encourage continued violations position since remain fully subject civil criminal penalties illegal conduct perma life mufflers international parts panama canal act private shipper addition may also bring action seeking bar access canal vessel owned company business violation antitrust laws stat university life insurance unimarc judge posner wrote suit brought unimarc huff raises issues state tort contract law federal antitrust law tort contract issues may may within scope arbitration clauses coinsurance second marketing agreements arbitrable sense agreement arbitrate enforceable federal antitrust issues however nonarbitrable sense applied digital technology continental casualty cir considered difficult decided competently arbitrators judges often even lawyers important decided otherwise competent tribunals see american safety equipment maguire cir root doctrine soil principle announced blumenstock adv agency curtis pub federal antitrust suits may brought state courts see procter gamble maatschappij voor industriele waarden smith per curiam coffin opinion cobb lewis wisdom university life insurance unimarc posner applied digital technology continental casualty pell helfenbein international industries lay cert denied lake communications icc browning varo comprehensive designers chambers power replacements air preheater jameson plastik pak monsanto merrill arbitration procedure case provide right evidentiary discovery written decision requires proceedings closed public app moreover japanese arbitrators power compulsory process secure witnesses documents witnesses available testify oath cf arbitrators may summon witnesses attend proceedings seek enforcement district greatest risk course arbitrator condemn business practices antitrust laws efficient free competitive market cf northwest wholesale stationers pacific stationery printing absence reviewable record reviewing district able undo damage wrought even government suit action private party might available set aside award notes courts held agreements arbitrate antitrust claims generally unenforceable nevertheless enforced arbitration agreements settle existing antitrust claim ante settlement agreements made parties every opportunity evaluate strength position obviously less destructive private remedy congress provided thus may well arbitration means settling existing disputes permissible indeed argued state may refuse enforce agreement arbitrate subject matter nonarbitrable domestic law article ii well article ii since awards rendered agreements need enforced article agreement incapable performed art ii exec doc hereinafter exec doc haight convention recognition enforcement foreign arbitral awards example cour de cassation belgium held disputes arising belgian statute limiting unilateral termination exclusive distributorships arbitrable convention country auto union adelin petit yearbook commercial arbitration corte di cassazione italy held labor disputes arbitrable convention country compagnia generale construzioni piersanti foro italiano yearbook commercial arbitration example federal republic germany vigorous antitrust program prohibits enforcement predispute agreements arbitrate claims circumstances see act restraints competition organisation economic cooperation development guide legislation restrictive business practices part see also delaume transnational contracts cf compagnia generale construzioni piersanti foro italiano corte cass italy yearbook commercial arbitration auto union adelin petit cour cass belgium yearbook commercial arbitration cf sumitomo shoji america avagliano japanese general trading company wholly owned subsidiary incorporated exempt bilateral commercial treaty obligations title vii civil rights act opinion landreth timber take issue assertion dissent congress never intended cover negotiated transactions involving sale control business whose securities never offered sold public market automobile dealer day act charter nations statute international justice stat constitution international labor organisation stat treaty versailles doc pt pp covenant league nations kant perpetual peace philosophical sketch kant political writings reiss ed