美国最高法院作出了有利于消费者合同中的仲裁条款和放弃集体仲裁声明条款之判决(英文版)
The United States Supreme Court's recent decision in DirecTV, Inc. v. Imburgia upheld a binding arbitration clause in a consumer service agreement that included a waiver of class arbitration. The decision reaffirms the U.S. Supreme Court's view of the supremacy of the Federal Arbitration Act and its application even in contracts nominally governed by state law.
Background
DirecTV entered into a form service agreement with two
respondent California residents that included a clause committing
the parties to binding arbitration. DirectTV Inc. v.
Imburgia, 577 U.S. __, No. 14-462, slip op. at 1 (December 14,
2015). The arbitration clause included a waiver of the parties'
right to class arbitration, as long as the "laws of your
state" did not make the class-arbitration waiver
unenforceable. Id. at 1-2. It further provided that if the
laws of the customer's state invalidated class-arbitration
waivers, then the entire arbitration clause was also unenforceable.
Id.
At the time DirecTV and respondents entered into the service
agreement, class-arbitration waivers were unenforceable in
California based on Discover Bank v. Superior
Court, 36 Cal. 4th 148 (2005). Respondents sued DirecTV,
and the trial court denied DirecTV's request to submit the
matter to arbitration. In so holding, the trial court cited the
Discover Bank rule and found that its application to
class-arbitration waivers invalidated the entire arbitration
clause. Imburgia, 577 U.S. __, No. 14-462, slip op. at 2,
6-7. More than two years into the litigation, the U.S. Supreme
Court issued its decision in AT&T Mobility LLC v.
Concepcion, 563 U.S. 333 (2011). That decision declared
the supremacy of the Federal Arbitration Act and its preemption of
state laws banning class-arbitration waivers.
Following the U.S. Supreme Court's decision in
Concepcion, DirecTV moved to end the lawsuit and compel
arbitration, arguing that the class-arbitration waiver was valid.
Imburgia, 577 U.S. __, No. 14-462, slip op. at 2. The
California trial court denied DirecTV's motion, and the
appellate court affirmed. Id. at 4. The appellate court
reasoned that while Concepcion did preempt
California's Discover Bank rule, the "laws of
your state" language in DirecTV's contract was ambiguous
because it was unclear whether the "laws of your state"
referred to the state of the law at the time the parties entered
into the contract or the state of the law at the time the parties
sought to invoke the class-arbitration waiver. Id. at 4-5.
Because of this ambiguity, the appellate court construed the
language against the drafter (here, DirecTV) and held the
arbitration provision void. Id. The California Supreme
Court denied discretionary review, and DirecTV petitioned for and
was granted certiorari by the U.S. Supreme Court. Id. at
5.
The U.S. Supreme Court's Reasoning
The Federal Arbitration Act is clear that a "'written
provision' in a contract providing for 'settle[ment] by
arbitration' 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.'" Id. at 13 (citing 9
U.S.C. § 2) (Ginsburg, J., dissenting). The U.S. Supreme
Court is equally clear in Imburgia that the FAA requires
that arbitration contracts be treated on equal footing with other
contracts. Arbitration agreements, therefore, can be invalidated
only on grounds that exist for the invalidation of any contract.
Openly skeptical that the California court interpreted the
arbitration contract as it would any other contract, the U.S.
Supreme Court set aside the California court's judgment
invalidating the arbitration clause. Id. at 6.
The U.S. Supreme Court found no shortage of grounds for its
decision.
First, the Court turned to the language of the contract and found
that "laws of your state" is unambiguous and means
valid—not invalidated—state law. Id. at
7.
Second, the Court noted that, consistent with California case law,
judicial construction of a statute generally applies retroactively,
and likewise would retroactively apply to contracts. Id.
at 7-8.
Third, the Court found that rather than applying contract
principles as they would with ordinary contracts and as required by
the FAA, the California court reached its interpretation of
"laws of your state" based on an arbitration context.
Id. at 8.
Fourth, again, in contravention of the FAA, the Court found that
the California court's language focused only on how "laws
of your state" would apply in the arbitration context rather
than in generally applicable terms. Id. at 9.
Fifth, the Court noted that the California Court of Appeal
continued to apply invalid state arbitration law (the Discover
Bank rule) as if it retained independent force even after it
has been "authoritatively invalidated by this Court."
Again, such application would not be accepted in other contract
contexts. Id. at 10.
Sixth, and, finally, the California court failed to address whether
"laws of your state" encompass invalid state laws and how
such words would be interpreted in other contexts. Id. at
10-11.
These considerations, taken together, led the Court to decide that
the California court had not put the DirecTV arbitration clause on
equal footing with other contracts. Nor, it concluded, did the
California court give due regard to federal policy favoring
arbitration. Id. at 10. The California Court of
Appeal's interpretation was preempted by the FAA. Id.
The U.S. Supreme Court accordingly ordered the California court to
enforce the arbitration agreement. Id. at 11.
Importance of the Court's Decision
The decision in Imburgia confirms the Court's prior
statements on the supremacy of the Federal Arbitration Act and,
more generally, federal policy favoring arbitration. Simply,
arbitration clauses in contracts are enforceable, and state
contract law is unlikely to undermine them. If state contract law
is to defeat a contractual arbitration clause, Imburgia
places the burden on courts invalidating arbitration clauses to do
so in ways that are generally applicable to other contracts and
that show no hostility toward arbitration.
Additionally, some commentators saw Imburgia as an
opportunity for the U.S. Supreme Court to whittle away at
Concepcion in light of a great deal of negative publicity
surrounding private arbitration and class waivers (such as The
New York Times three-part series on this subject). It was
notable that Justice Breyer, who dissented in Concepcion,
authored the Imburgia majority opinion, making it clear
that the Court had spoken on the issue in Concepcion.
Joined by Justice Kagan (another prior dissenter), Justice Breyer
began the majority's analysis with a virtual lecture about the
Supremacy Clause and underscored that Concepcion remains
an authoritative interpretation of the Federal Arbitration
Act.
In all, the Imburgia decision should provide comfort to
companies using arbitration clauses and class-arbitration waivers
in standard consumer contracts, even where those provisions are
governed by state law.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.