throbber
(Slip Opinion)
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`
`
` OCTOBER TERM, 2015
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`
`Syllabus
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`1
`
` NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
`
`
`
` being done in connection with this case, at the time the opinion is issued.
`
`
`
` The syllabus constitutes no part of the opinion of the Court but has been
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` prepared by the Reporter of Decisions for the convenience of the reader.
`
` See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.
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`
`SUPREME COURT OF THE UNITED STATES
`
`
`
` Syllabus
`
` DIRECTV, INC. v. IMBURGIA ET AL.
`
`CERTIORARI TO THE COURT OF APPEAL OF CALIFORNIA,
`
`
`
` SECOND APPELLATE DISTRICT, DIVISION ONE
`
`No. 14–462. Argued October 6, 2015—Decided December 14, 2015
`
`Petitioner DIRECTV, Inc., and its customers entered into a service
`agreement that included a binding arbitration provision with a class-
`arbitration waiver. It specified that the entire arbitration provision
`was unenforceable if the “law of your state” made class-arbitration
`waivers unenforceable. The agreement also declared that the arbi-
`tration clause was governed by the Federal Arbitration Act. At the
`time that respondents, California residents, entered into that agree-
`ment with DIRECTV, California law made class-arbitration waivers
`unenforceable, see Discover Bank v. Superior Court, 36 Cal. 4th 148,
`113 P. 3d 1100. This Court subsequently held in AT&T Mobility LLC
`
`
`v. Concepcion, 563 U. S. 333, however, that California’s Discover
`
`Bank rule was pre-empted by the Federal Arbitration Act, 9 U. S. C.
`§2.
` When respondents sued petitioner, the trial court denied
`DIRECTV’s request to order the matter to arbitration, and the Cali-
`fornia Court of Appeal affirmed. The court thought that California
`law would render class-arbitration waivers unenforceable, so it held
`the entire arbitration provision was unenforceable under the agree-
`ment. The fact that the Federal Arbitration Act pre-empted that Cal-
`ifornia law did not change the result, the court said, because the par-
`ties were free to refer in the contract to California law as it would
`
`have been absent federal pre-emption. The court reasoned that the
`phrase “law of your state” was both a specific provision that should
`govern more general provisions and an ambiguous provision that
`
`should be construed against the drafter. Therefore, the court held,
`the parties had in fact included California law as it would have been
`without federal pre-emption.
`Held: Because the California Court of Appeal’s interpretation is pre-
`
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`2
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`DIRECTV, INC. v. IMBURGIA
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`
`Syllabus
`empted by the Federal Arbitration Act, that court must enforce the
`arbitration agreement. Pp. 5–11.
`
`(a) No one denies that lower courts must follow Concepcion, but
`that elementary point of law does not resolve the case because the
`
`parties are free to choose the law governing an arbitration provision,
`including California law as it would have been if not pre-empted.
`
`The state court interpreted the contract to mean that the parties did
`so, and the interpretation of a contract is ordinarily a matter of state
`law to which this Court defers, Volt Information Sciences, Inc. v.
`Board of Trustees of Leland Stanford Junior Univ., 489 U. S. 468,
`474. The issue here is not whether the court’s decision is a correct
`
`statement of California law but whether it is consistent with the
`
`Federal Arbitration Act. Pp. 5–6.
`
`(b) The California court’s interpretation does not place arbitration
`
`contracts “on equal footing with all other contracts,” Buckeye Check
`Cashing, Inc. v. Cardegna, 546 U. S. 440, 443, because California
`courts would not interpret contracts other than arbitration contracts
`the same way. Several considerations lead to this conclusion.
`
`First, the phrase “law of your state” is not ambiguous and takes its
`ordinary meaning: valid state law. Second, California case law—that
`under “general contract principles,” references to California law in-
`corporate the California Legislature’s power to change the law retro-
`actively, Doe v. Harris, 57 Cal. 4th 64, 69–70, 302 P. 3d 598, 601–
`602—clarifies any doubt about how to interpret it. Third, because
`the court nowhere suggests that California courts would reach the
`same interpretation in any other context, its conclusion appears to re-
`flect the subject matter, rather than a general principle that would
`include state statutes invalidated by other federal law. Fourth, the
`language the court uses to frame the issue focuses only on arbitra-
`tion. Fifth, the view that state law retains independent force after
`being authoritatively invalidated is one courts are unlikely to apply
`in other contexts. Sixth, none of the principles of contract interpreta-
`tion relied on by the California court suggests that other California
`courts would reach the same interpretation elsewhere. The court ap-
`
`plied the canon that contracts are construed against the drafter, but
`the lack of any similar case interpreting similar language to include
`invalid laws indicates that the antidrafter canon would not lead Cali-
`fornia courts to reach a similar conclusion in cases not involving arbi-
`
`tration. Pp. 6–10.
`225 Cal. App. 4th 338, 170 Cal. Rptr. 3d 190, reversed and remanded.
`BREYER, J., delivered the opinion of the Court, in which ROBERTS,
`C. J., and SCALIA, KENNEDY, ALITO, and KAGAN, JJ., joined. THOMAS, J.,
`filed a dissenting opinion. GINSBURG, J., filed a dissenting opinion, in
`which SOTOMAYOR, J., joined.
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`

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` Cite as: 577 U. S. ____ (2015)
`
`Opinion of the Court
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`1
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` NOTICE: This opinion is subject to formal revision before publication in the
`
`
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` preliminary print of the United States Reports. Readers are requested to
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` notify the Reporter of Decisions, Supreme Court of the United States, Wash-
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` ington, D. C. 20543, of any typographical or other formal errors, in order
`
`
` that corrections may be made before the preliminary print goes to press.
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`
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`
`SUPREME COURT OF THE UNITED STATES
`
`_________________
`
` No. 14–462
`_________________
`DIRECTV, INC., PETITIONER v. AMY
`
`
` IMBURGIA, ET AL.
`
`ON WRIT OF CERTIORARI TO THE COURT OF APPEAL OF
`
`
`CALIFORNIA, SECOND APPELLATE DISTRICT
`
`[December 14, 2015]
` JUSTICE BREYER delivered the opinion of the Court.
`
`The Federal Arbitration Act states that a “written pro-
`vision” in a contract providing for “settle[ment] by arbitra-
`
`
`tion” of “a controversy . . . arising out of ” that “contract . . .
`shall be valid, irrevocable, and enforceable, save upon
`such grounds as exist at law or in equity for the revocation
`of any contract.” 9 U. S. C. §2. We here consider a Cali-
`fornia court’s refusal to enforce an arbitration provision in
`
`a contract. In our view, that decision does not rest “upon
`such grounds as exist . . . for the revocation of any con-
`tract,” and we consequently set that judgment aside.
`I
`
`DIRECTV, Inc., the petitioner, entered into a service
`agreement with its customers, including respondents Amy
`Imburgia and Kathy Greiner. Section 9 of that contract
`provides that “any Claim either of us asserts will be re-
`solved only by binding arbitration.” App. 128. It then sets
`forth a waiver of class arbitration, stating that “[n]either
`you nor we shall be entitled to join or consolidate claims in
`
`arbitration.” Id., at 128–129. It adds that if the “law of
`your state” makes the waiver of class arbitration unen-
`
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`

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`2
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`DIRECTV, INC. v. IMBURGIA
`
`Opinion of the Court
` forceable, then the entire arbitration provision “is unen-
`
` forceable.” Id., at 129. Section 10 of the contract states
`
`that §9, the arbitration provision, “shall be governed by
`the Federal Arbitration Act.” Ibid.
`In 2008, the two respondents brought this lawsuit
`
`against DIRECTV in a California state court. They seek
`damages for early termination fees that they believe vio-
`late California law. After various proceedings not here
`relevant, DIRECTV, pointing to the arbitration provision,
`asked the court to send the matter to arbitration. The
`state trial court denied that request, and DIRECTV
`appealed.
`The California Court of Appeal thought that the critical
`
`
`legal question concerned the meaning of the contractual
`phrase “law of your state,” in this case the law of Califor-
`
`nia. Does the law of California make the contract’s class-
`arbitration waiver unenforceable? If so, as the contract
`provides, the entire arbitration provision is unenforceable.
`
`Or does California law permit the parties to agree to waive
`the right to proceed as a class in arbitration? If so, the
`arbitration provision is enforceable.
`At one point, the law of California would have made the
`
`contract’s class-arbitration waiver unenforceable. In 2005,
`the California Supreme Court held in Discover Bank v.
`Superior Court, 36 Cal. 4th 148, 162–163, 113 P. 3d 1100,
`1110, that a “waiver” of class arbitration in a “consumer
`contract of adhesion” that “predictably involve[s] small
`amounts of damages” and meets certain other criteria not
`contested here is “unconscionable under California law
`and should not be enforced.” See Cohen v. DirecTV, Inc.,
`142 Cal. App. 4th 1442, 1446–1447, 48 Cal. Rptr. 3d 813,
`815–816 (2006) (holding a class-action waiver similar to
`the one at issue here unenforceable pursuant to Discover
`Bank); see also Consumers Legal Remedies Act, Cal. Civ.
`Code Ann. §§1751, 1781(a) (West 2009) (invalidating class-
`action waivers for claims brought under that statute). But
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`3
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` Cite as: 577 U. S. ____ (2015)
`
`Opinion of the Court
` in 2011, this Court held that California’s Discover Bank
`
`rule “‘stands as an obstacle to the accomplishment and
`execution of the full purposes and objectives of Congress’”
`embodied in the Federal Arbitration Act. AT&T Mobility
`
`LLC v. Concepcion, 563 U. S. 333, 352 (2011) (quoting
`Hines v. Davidowitz, 312 U. S. 52, 67 (1941)); see Sanchez
`v. Valencia Holding Co., LLC, 61 Cal. 4th 899, 923–924,
`353 P. 3d 741, 757 (2015) (holding that Concepcion applies
`to the Consumers Legal Remedies Act to the extent that it
`would have the same effect as Discover Bank). The Fed-
`eral Arbitration Act therefore pre-empts and invalidates
`that rule. 563 U. S., at 352; see U. S. Const., Art. VI, cl. 2.
`
`The California Court of Appeal subsequently held in this
`
`case that, despite this Court’s holding in Concepcion, “the
`
`law of California would find the class action waiver unen-
`forceable.” 225 Cal. App. 4th 338, 342, 170 Cal. Rptr. 3d
`190, 194 (2014). The court noted that Discover Bank had
`held agreements to dispense with class-arbitration proce-
`dures unenforceable under circumstances such as these.
`225 Cal. App. 4th, at 341, 170 Cal. Rptr. 3d, at 194. It
`
`conceded that this Court in Concepcion had held that the
`Federal Arbitration Act invalidated California’s rule. 225
`
`Cal. App. 4th, at 341, 170 Cal. Rptr. 3d, at 194. But it
`then concluded that this latter circumstance did not
`change the result—that the “class action waiver is unen-
`forceable under California law.” Id., at 347, 170 Cal. Rptr.
`3d, at 198.
`In reaching that conclusion, the Court of Appeal re-
`
`ferred to two sections of California’s Consumers Legal
`Remedies Act, §§1751, 1781(a), rather than Discover Bank
`
`itself. See 225 Cal. App. 4th, at 344, 170 Cal. Rptr. 3d, at
`195. Section 1751 renders invalid any waiver of the right
`under §1781(a) to bring a class action for violations of that
`Act. The Court of Appeal thought that applying “state law
`alone” (that is, those two sections) would render unen-
`forceable the class-arbitration waiver in §9 of the contract.
`
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`

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`4
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`DIRECTV, INC. v. IMBURGIA
`
`Opinion of the Court
`Id., at 344, 170 Cal. Rptr. 3d, at 195. But it nonetheless
`recognized that if it applied federal law “then the class
`action waiver is enforceable and any state law to the
`contrary is preempted.” Ibid. As far as those sections
`
`apply to class-arbitration waivers, they embody the Dis-
`cover Bank rule. The California Supreme Court has rec-
`
`ognized as much, see Sanchez, supra, at 923–924, 353
`P. 3d, at 757, and no party argues to the contrary. See
`Supp. Brief for Respondents 2 (“The ruling in Sanchez
`tracks respondents’ position precisely”). We shall conse-
`quently refer to the here-relevant rule as the Discover
`Bank rule.
`The court reasoned that just as the parties were free in
`
`their contract to refer to the laws of different States or
`different nations, so too were they free to refer to Califor-
`nia law as it would have been without this Court’s holding
`invalidating the Discover Bank rule. The court thought
`that the parties in their contract had done just that. And
`it set forth two reasons for believing so.
`First, §10 of the contract, stating that the Federal Arbi-
`
`tration Act governs §9 (the arbitration provision), is a
`general provision. But the provision voiding arbitration if
`
` the “law of your state” would find the class-arbitration
`waiver unenforceable is a specific provision. The court
`believed that the specific provision “‘is paramount to’” and
`must govern the general. 225 Cal. App. 4th, at 344, 170
`Cal. Rptr. 3d, at 195 (quoting Prouty v. Gores Technology
`
`
`
`Group, 121 Cal. App. 4th 1225, 1235, 18 Cal. Rptr. 3d 178,
`185–186 (2004); brackets omitted).
`
`
`Second, the court said that “‘a court should construe
`ambiguous language against the interest of the party that
`drafted it.’” 255 Cal. App. 4th, at 345, 170 Cal. Rptr. 3d,
`at 196 (quoting Mastrobuono v. Shearson Lehman Hutton,
`Inc., 514 U. S. 52, 62 (1995)). DIRECTV had drafted the
`language; to void the arbitration provision was against its
`interest. Hence the arbitration provision was void. The
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`5
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` Cite as: 577 U. S. ____ (2015)
`
`Opinion of the Court
`Court of Appeal consequently affirmed the trial court’s
`denial of DIRECTV’s motion to enforce the arbitration
`provision.
`The California Supreme Court denied discretionary
`
`review. App. to Pet. for Cert. 1a. DIRECTV then filed a
`petition for a writ of certiorari, noting that the Ninth
`Circuit had reached the opposite conclusion on precisely
`the same interpretive question decided by the California
`Court of Appeal. Murphy v. DirecTV, Inc., 724 F. 3d 1218,
`1226–1228 (2013). We granted the petition.
`
`II
`
`
`No one denies that lower courts must follow this Court’s
`holding in Concepcion. The fact that Concepcion was a
`closely divided case, resulting in a decision from which
`four Justices dissented, has no bearing on that undisputed
`
`obligation. Lower court judges are certainly free to note
`their disagreement with a decision of this Court. But the
`“Supremacy Clause forbids state courts to dissociate
`themselves from federal law because of disagreement with
`its content or a refusal to recognize the superior authority
`of its source.” Howlett v. Rose, 496 U. S. 356, 371 (1990);
`cf. Khan v. State Oil Co., 93 F. 3d 1358, 1363–1364 (CA7
`
`1996), vacated, 522 U. S. 3 (1997). The Federal Arbitra-
`tion Act is a law of the United States, and Concepcion is
`an authoritative interpretation of that Act. Consequently,
`the judges of every State must follow it. U. S. Const., Art.
`VI, cl. 2 (“[T]he Judges in every State shall be bound” by
`“the Laws of the United States”).
`
`While all accept this elementary point of law, that point
`does not resolve the issue in this case. As the Court of
`Appeal noted, the Federal Arbitration Act allows parties to
`an arbitration contract considerable latitude to choose
`what law governs some or all of its provisions, including
`the law governing enforceability of a class-arbitration
`
`waiver. 225 Cal. App. 4th, at 342–343, 170 Cal. Rptr. 3d,
`
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`

`
`6
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`DIRECTV, INC. v. IMBURGIA
`
`Opinion of the Court
`at 194. In principle, they might choose to have portions of
`their contract governed by the law of Tibet, the law of pre-
`revolutionary Russia, or (as is relevant here) the law of
`California including the Discover Bank rule and irrespec-
`tive of that rule’s invalidation in Concepcion. The Court of
`Appeal decided that, as a matter of contract law, the
`parties did mean the phrase “law of your state” to refer to
`this last possibility. Since the interpretation of a contract
`is ordinarily a matter of state law to which we defer, Volt
`Information Sciences, Inc. v. Board of Trustees of Leland
`Stanford Junior Univ., 489 U. S. 468, 474 (1989), we must
`decide not whether its decision is a correct statement of
`California law but whether (assuming it is) that state law
`
`is consistent with the Federal Arbitration Act.
`
`III
`
`Although we may doubt that the Court of Appeal has
`correctly interpreted California law, we recognize that
`California courts are the ultimate authority on that law.
`While recognizing this, we must decide whether the deci-
`sion of the California court places arbitration contracts “on
`
`equal footing with all other contracts.” Buckeye Check
`
`Cashing, Inc. v. Cardegna, 546 U. S. 440, 443 (2006). And
`in doing so, we must examine whether the Court of Ap-
`peal’s decision in fact rests upon “grounds as exist at law
`or in equity for the revocation of any contract.” 9 U. S. C.
`§2. That is to say, we look not to grounds that the Califor-
`nia court might have offered but rather to those it did in
`fact offer. Neither this approach nor our result “steps
`beyond Concepcion” or any other aspect of federal arbitra-
`tion law. See post, at 9 (GINSBURG, J., dissenting) (here-
`inafter the dissent).
`We recognize, as the dissent points out, post, at 4, that
`
`when DIRECTV drafted the contract, the parties likely
`
`believed that the words “law of your state” included Cali-
`fornia law that then made class-arbitration waivers unen-
`
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`

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` Cite as: 577 U. S. ____ (2015)
`
`Opinion of the Court
`forceable. But that does not answer the legal question
`
`before us. That is because this Court subsequently held in
`Concepcion that the Discover Bank rule was invalid. Thus
`
`the underlying question of contract law at the time the
`Court of Appeal made its decision was whether the “law of
`your state” included invalid California law. We must now
`decide whether answering that question in the affirmative
`is consistent with the Federal Arbitration Act. After
`examining the grounds upon which the Court of Appeal
`rested its decision, we conclude that California courts
`would not interpret contracts other than arbitration con-
`tracts the same way. Rather, several considerations lead
`us to conclude that the court’s interpretation of this arbi-
`tration contract is unique, restricted to that field.
`
`First, we do not believe that the relevant contract lan-
`guage is ambiguous. The contract says that “[i]f . . . the
`
`law of your state would find this agreement to dispense
`with class arbitration procedures unenforceable, then this
`entire Section 9 [the arbitration section] is unenforceable.”
`App. 129. Absent any indication in the contract that this
`language is meant to refer to invalid state law, it presum-
`ably takes its ordinary meaning: valid state law. Indeed,
`neither the parties nor the dissent refer us to any contract
`case from California or from any other State that in-
`terprets similar language to refer to state laws authorita-
`tively held to be invalid. While we recognize that the
`dissent believes this phrase to be “ambiguous,” post, at 7,
`9, or “anomalous,” post, at 10, we cannot agree with that
`characterization.
`
`Second, California case law itself clarifies any doubt
`about how to interpret the language. The California
`Supreme Court has held that under “general contract
`principles,” references to California law incorporate the
`California Legislature’s power to change the law retroac-
`tively. See Doe v. Harris, 57 Cal. 4th 64, 69–70, 302 P. 3d
`598, 601–602 (2013) (holding that plea agreements, which
`
`
`
`
`
`7
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`

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`DIRECTV, INC. v. IMBURGIA
`
`Opinion of the Court
`are governed by general contract principles, are “‘“deemed
`to incorporate and contemplate not only the existing law
`
`but the reserve power of the state to amend the law or
`enact additional laws”’” (quoting People v. Gipson, 117
`
`Cal. App. 4th 1065, 1070, 12 Cal. Rptr. 3d 478, 481
`(2004))). And judicial construction of a statute ordinarily
`applies retroactively. Rivers v. Roadway Express, Inc., 511
`U. S. 298, 312–313 (1994). As far as we are aware, the
`principle of California law announced in Harris, not the
`Court of Appeal’s decision here, would ordinarily govern
`the scope of phrases such as “law of your state.”
`
`
`Third, nothing in the Court of Appeal’s reasoning sug-
`gests that a California court would reach the same inter-
`pretation of “law of your state” in any context other than
`arbitration. The Court of Appeal did not explain why
`parties might generally intend the words “law of your
`state” to encompass “invalid law of your state.” To the
`contrary, the contract refers to “state law” that makes the
`waiver of class arbitration “unenforceable,” while an in-
`valid state law would not make a contractual provision
`unenforceable. Assuming—as we must—that the court’s
`reasoning is a correct statement as to the meaning of “law
`of your state” in this arbitration provision, we can find
`nothing in that opinion (nor in any other California case)
`suggesting that California would generally interpret
`words such as “law of your state” to include state laws
`held invalid because they conflict with, say, federal labor
`statutes, federal pension statutes, federal antidiscrimina-
`tion laws, the Equal Protection Clause, or the like. Even
`given our assumption that the Court of Appeal’s conclu-
`sion is correct, its conclusion appears to reflect the subject
`matter at issue here (arbitration), rather than a general
`principle that would apply to contracts using similar
`language but involving state statutes invalidated by other
`federal law.
`
`Fourth, the language used by the Court of Appeal fo-
`
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`8
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`9
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` Cite as: 577 U. S. ____ (2015)
`
`Opinion of the Court
`cused only on arbitration. The court asked whether “law
`of your state” “mean[s] ‘the law of your state to the extent
`it is not preempted by the [Federal Arbitration Act],’ or
`‘the law of your state without considering the preemptive
`
`effect, if any of the [Federal Arbitration Act].’” 225 Cal.
`
`App. 4th, at 344, 170 Cal. Rptr. 3d, at 195. Framing the
`question in such terms, rather than in generally applica-
`
`ble terms, suggests that the Court of Appeal could well
`have meant that its holding was limited to the specific
`subject matter of this contract—arbitration.
`
`Fifth, the Court of Appeal reasoned that invalid state
`arbitration law, namely the Discover Bank rule, main-
`
`tained legal force despite this Court’s holding in Concep-
`cion. The court stated that “[i]f we apply state law alone
`. . . to the class action waiver, then the waiver is unen-
`forceable.” 225 Cal. App. 4th, at 344, 170 Cal. Rptr. 3d, at
`195. And at the end of its opinion it reiterated that “[t]he
`class action waiver is unenforceable under California law,
`so the entire arbitration agreement is unenforceable.” Id.,
`at 347, 170 Cal. Rptr. 3d, at 198. But those statements do
`not describe California law. See Concepcion, 563 U. S., at
`344, 352; Sanchez, 61 Cal. 4th, at 923–924, 353 P. 3d, at
`757. The view that state law retains independent force
`even after it has been authoritatively invalidated by this
`Court is one courts are unlikely to accept as a general
`
`matter and to apply in other contexts.
`
`
`Sixth, there is no other principle invoked by the Court
`of Appeal that suggests that California courts would reach
`the same interpretation of the words “law of your state”
`
`in other contexts. The court said that the phrase “law
`of your state” constitutes “‘a specific exception’” to the
`
`
`agreement’s “‘general adoption of the [Federal Arbitration
`
`Act].’” 225 Cal. App. 4th, at 344, 170 Cal. Rptr. 3d, at 195.
`But that tells us nothing about how to interpret the words
`“law of your state” elsewhere.
`It does not answer the
`relevant question: whether those words encompass laws
`
`
`
`
`
`
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`

`
`DIRECTV, INC. v. IMBURGIA
`
`Opinion of the Court
`that have been authoritatively held invalid. Cf. Prouty,
`
`121 Cal. App. 4th, at 1235, 18 Cal. Rptr. 3d, at 185–186
`(specific words govern only “when a general and a particu-
`lar provision are inconsistent”).
`
`The court added that it would interpret “‘ambiguous
`language against the interest of the party that drafted it,’”
`
`namely DIRECTV. 225 Cal. App. 4th, at 345, 170 Cal.
`
`Rptr. 3d, at 196 (quoting Mastrobuono, 514 U. S., at 62).
`
`The dissent adopts a similar argument. See post, at 7–9.
`But, as we have pointed out, supra, at 8, were the phrase
`“law of your state” ambiguous, surely some court would
`have construed that term to incorporate state laws invali-
`dated by, for example, federal labor law, federal pension
`
`law, or federal civil rights law. Yet, we have found no
`such case. Moreover, the reach of the canon construing
`contract language against the drafter must have limits, no
`
`matter who the drafter was. The fact that we can find no
`similar case interpreting the words “law of your state” to
`include invalid state laws indicates, at the least, that the
`antidrafter canon would not lead California courts to
`reach a similar conclusion in similar cases that do not
`involve arbitration.
`
`
`
`
`
`
`
`*
`*
`*
`
`Taking these considerations together, we reach a con-
`clusion that, in our view, falls well within the confines of
`
`(and goes no further than) present well-established law.
`California’s interpretation of the phrase “law of your state”
`does not place arbitration contracts “on equal footing with
`all other contracts,” Buckeye Check Cashing, Inc., 546
`U. S., at 443. For that reason, it does not give “due regard
`
`. . . to the federal policy favoring arbitration.” Volt Infor-
`mation Sciences, 489 U. S., at 476. Thus, the Court of
`
`Appeal’s interpretation is pre-empted by the Federal
`Arbitration Act. See Perry v. Thomas, 482 U. S. 483, 493,
`n. 9 (1987) (noting that the Federal Arbitration Act pre-
`
`
`
`
`
`10
`
`
`
`
`
`
`

`
`
`
`It is so ordered.
`
`
`
`
`
`
`
` 11
`
`
`
` Cite as: 577 U. S. ____ (2015)
`
`Opinion of the Court
`empts decisions that take their “meaning precisely from
`
`the fact that a contract to arbitrate is at issue”). Hence,
`the California Court of Appeal must “enforc[e]” the arbi-
`tration agreement. 9 U. S. C. §2.
`
`The judgment of the California Court of Appeal is re-
`versed, and the case is remanded for further proceedings
`not inconsistent with this opinion.
`
`

`
`
`
`_________________
`
` No. 14–462
`_________________
`DIRECTV, INC., PETITIONER v. AMY
`
`
` IMBURGIA, ET AL.
`
`ON WRIT OF CERTIORARI TO THE COURT OF APPEAL OF
`
`
`CALIFORNIA, SECOND APPELLATE DISTRICT
`
`[December 14, 2015]
`
` JUSTICE THOMAS, dissenting.
`
`I remain of the view that the Federal Arbitration Act
`
`(FAA), 9 U. S. C. §1 et seq., does not apply to proceedings
`in state courts. See Allied-Bruce Terminix Cos. v. Dobson,
`513 U. S. 265, 285–297 (1995) (dissenting opinion); see
`also Preston v. Ferrer, 552 U. S. 346, 363 (2008) (same);
`Buckeye Check Cashing, Inc. v. Cardegna, 546 U. S. 440,
`449 (2006) (same); Green Tree Financial Corp. v. Bazzle,
`539 U. S. 444, 460 (2003) (same); Doctor’s Associates, Inc.
`v. Casarotto, 517 U. S. 681, 689 (1996) (same). Thus, the
`
`FAA does not require state courts to order arbitration.
`Accordingly, I would affirm the judgment of the California
`Court of Appeal.
`
`
`
`
`
` Cite as: 577 U. S. ____ (2015)
`
` THOMAS, J., dissenting
`
`
`SUPREME COURT OF THE UNITED STATES
`
`1
`
`

`
` Cite as: 577 U. S. ____ (2015)
`
` GINSBURG, J., dissenting
`
`
`SUPREME COURT OF THE UNITED STATES
`
`
`
`_________________
`
` No. 14–462
`_________________
`DIRECTV, INC., PETITIONER v. AMY
`
`
` IMBURGIA, ET AL.
`
`ON WRIT OF CERTIORARI TO THE COURT OF APPEAL OF
`
`
`CALIFORNIA, SECOND APPELLATE DISTRICT
`
`[December 14, 2015]
`
` JUSTICE GINSBURG, with whom JUSTICE SOTOMAYOR
`joins, dissenting.
`It has become routine, in a large part due to this Court’s
`
`decisions, for powerful economic enterprises to write into
`their form contracts with consumers and employees no-
`class-action arbitration clauses. The form contract in this
`case contains a Delphic provision stating that “if the law of
`your state” does not permit agreements barring class
`arbitration, then the entire agreement to arbitrate be-
`comes unenforceable, freeing the aggrieved customer to
`commence class-based litigation in court. This Court
`reads that provision in a manner most protective of the
`drafting enterprise. I would read it, as the California
`court did, to give the customer, not the drafter, the benefit
`of the doubt. Acknowledging the precedent so far set by
`
`the Court, I would take no further step to disarm consum-
`ers, leaving them without effective access to justice.
`I
`This case began as a putative class action in state court
`
`claiming that DIRECTV, by
`imposing hefty early-
`
`termination fees, violated California consumer-protective
`
`legislation, including the Consumers Legal Remedies Act
`
`(CLRA), Cal. Civ. Code Ann. §1750 et seq. (West 2015).
`App. 58. DIRECTV did not initially seek to stop the law-
`
`
`
`
`
`
`
`
`
`1
`
`

`
`2
`
`
`DIRECTV, INC. v. IMBURGIA
`
` GINSBURG, J., dissenting
`
`
`suit and compel bilateral arbitration. See id., at 52–53.
`
`The reason for DIRECTV’s failure to oppose the litigation
`is no mystery. The version of DIRECTV’s service agree-
`ment applicable in this case (the 2007 version) requires
`consumers to arbitrate all disputes and to forgo class
`arbitration. Id., at 128–129. If the relevant provision
`stopped there, the Court’s recent precedent, see American
`Express Co. v. Italian Colors Restaurant, 570 U. S. ___
`(2013); AT&T Mobility LLC v. Concepcion, 563 U. S. 333
`(2011), would control, and DIRECTV could have resisted
`the lawsuit. But DIRECTV’s form contract continued:
`The entire arbitration clause is unenforceable “[i]f . . . the
`law of your state would find” unenforceable the agree-
`ment’s class-arbitration prohibition. App. 129. At the time
`plaintiff-respondents Imburgia and Greiner commenced
`their court action, class-arbitration bars like the one in
`DIRECTV’s agreement were per se unenforceable as un-
`conscionable under the law of California. See Discover
`
`Bank v. Superior Court, 36 Cal. 4th 148, 162–163, 113
`P. 3d 1100, 1110 (2005).
`
` Nearly three years into the litigation, this Court held in
`
`Concepcion, 563 U. S., at 338–351, that the Federal Arbi-
`
`tration Act (FAA), 9 U. S. C. §1 et seq., preempts state
`rules that render class-arbitration bans unenforceable.
`DIRECTV then moved to halt the long-pending lawsuit
`
`and compel bilateral arbitration. App. to Pet. for Cert. 4a.
`
`The California Superior Court denied DIRECTV’s motion,
`No. BC398295 (Super. Ct. Los Angeles Cty., Cal., Jan. 26,
`2012), App. to Pet. for Cert. 17a–20a, and the Califor-
`
`nia Court of Appeal affirmed. The Court of Appeal first
`observed that, under the California law DIRECTV con-
`
`fronted when it drafted the clause in question, provisions
`relinquishing the right to proceed under the CLRA on
`behalf of a class would not be enforced. 225 Cal. App. 4th
`
`338, 342, 170 Cal. Rptr. 3d 190, 194 (2014). The question
`dispositive of DIRECTV’s motion, the California court
`
`
`
`
`
`
`
`
`
`

`
`
`
` Cite as: 577 U. S. ____ (2015)
`
` GINSBURG, J., dissenting
`
`
`explained, trains on the meaning of the atypical contrac-
`tual phrase “the law of your state”: “does it mean ‘the law
`of your state to the extent it is not preempted by the FAA,’
`or ‘the law of your state without considering the preemp-
`tive effect, if any, of the FAA’?” Id., at 344, 170 Cal. Rptr.
`3d, at 195.
`
`In resolving this question, the California court empha-
`sized that DIRECTV drafted the service agreement, giving
`its customers no say in the matter, and reserving to itself
`the right to modify the agreement unilaterally at any
`time. Id., at 345, 170 Cal. Rptr. 3d, at 196. See also Brief
`for Respondents 1–2. DIRECTV used the same take-it-or-
`leave-it contract everywhere it did business. Ibid. “[T]o
`protect the party who did not choose the language from an
`unintended or unfair result,” the California court applied
`“the common-law rule of contract interpretation that a
`court should construe ambiguous

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