Buckeye Check Cashing, Inc. v. Cardegna
Buckeye Check Cashing, Inc. v. Cardegna
Opinion of the Court
delivered the opinion of the Court.
We decide whether a court or an arbitrator should consider the claim that a contract containing an arbitration provision is void for illegality.
I
Respondents John Cardegna and Donna Reuter entered into various deferred-payment transactions with petitioner Buckeye Check Cashing (Buckeye), in which they received cash in exchange for a personal check in the amount of thie cash plus a finance charge. For each separate transaction they signed a “Deferred Deposit and Disclosure Agreement” (Agreement), which included the following arbitration provisions:
“1. Arbitration Disclosure By signing this Agreement, you agree that i[f] a dispute of any kind arises out of this Agreement or your application therefore or any instrument relating thereto, th[e]n either you or we or third-parties involved can choose to have that dispute resolved by binding arbitration as set forth in Paragraph 2 below....
“2. Arbitration Provisions Any claim, dispute, or controversy . . . arising from or relating to this Agreement ... or the validity, enforceability, or scope of this Arbitration Provision or the entire Agreement (collectively ‘Claim’), shall be resolved, upon the election of you or us or said third-parties, by binding arbitration .... This arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be gov*443 erned by the Federal Arbitration Act (‘FAA’), 9 U. S. C. Sections 1-16. The arbitrator shall apply applicable substantive law constraint [sic] with the FA A and applicable statu[t]es of limitations and shall honor claims of privilege recognized by law . . . .” App. 36, 38, 40, 42.
Respondents brought this putative class action in Florida state court, alleging that Buckeye charged usurious interest rates and that the Agreement violated various Florida lending and consumer-protection laws, rendering it criminal on its face. Buckeye moved to compel arbitration. The trial court denied the motion, holding that a court rather than an arbitrator should resolve a claim that a contract is illegal and void ab initio. The District Court of Appeal of Florida for the Fourth District reversed, holding that because respondents did not challenge the arbitration provision itself, but instead claimed that the entire contract was void, the agree-. ment to arbitrate was enforceable, and the question of the contract’s legality should go to the arbitrator.
Respondents appealed, and the Florida Supreme Court reversed, reasoning that to enforce an agreement to arbitrate in a contract challenged as unlawful “ ‘could breathe life into a contract that not only violates state law, but also is criminal in nature . . . .’” 894 So. 2d 860, 862 (2005) (quoting Party Yards, Inc. v. Templeton, 751 So. 2d 121, 123 (Fla. App. 2000)). We granted certiorari. 545 U. S. 1127 (2005).
II
A
To overcome judicial resistance to arbitration, Congress enacted the Federal Arbitration Act (FAA), 9 U. S. C. §§ 1-16. Section 2 embodies the national policy favoring arbitration and places arbitration agreements on equal footing with all other contracts:
“A written provision in ... a contract... to settle by arbitration a controversy thereafter arising out of such*444 contract ... or an agreement in writing to submit to arbitration an existing controversy arising out of such a contract... shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.”
Challenges to the validity of arbitration agreements “upon such grounds as exist at law or in equity for the revocation of any contract” can be divided into two types. One type challenges specifically the validity of the agreement to arbitrate. See, e. g., Southland Corp. v. Keating, 465 U. S. 1,4-5 (1984) (challenging the agreement to arbitrate as void under California law insofar as it purported to cover claims brought under the state Franchise Investment Law). The other challenges the contract as a whole, either on a ground that directly affects the entire agreement (e. g., the agreement was fraudulently induced), or on the ground that the illegality of one of the contract’s provisions renders the whole contract invalid.
In Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U. S. 395 (1967), we addressed the question of who — court or arbitrator — decides these two types of challenges. The issue in the case was “whether a claim of fraud in the inducement of the entire contract is to be resolved by the federal
Subsequently, in Southland Corp., we held that the FAA “create[d] a body of federal substantive law,” which was “applicable in state and federal courts.” 465 U. S., at 12 (internal quotation marks omitted). We rejected the view that state law could bar enforcement of §2, even in the context of state-law claims brought in state court. See id., at 10-14; see also Allied-Bruce Terminix Cos. v. Dobson, 513 U. S. 265, 270-273 (1995).
B
Prima Paint and Southland answer the question presented here by establishing three propositions. First, as a matter of substantive federal arbitration law, an arbitration provision is severable from the remainder of the contract. Second, unless the challenge is to the arbitration clause it
In declining to apply Prima Paint’s rule of severability, the Florida Supreme Court relied on the distinction between void and voidable contracts. “Florida public policy and contract law,” it concluded, permit “no severable, or salvageable, parts of a contract found illegal and void under Florida law.” 894 So. 2d, at 864. Prima Paint makes this conclusion irrelevant. That case rejected application of state severability rules to the arbitration agreement without discussing whether the challenge at issue would have rendered the contract void or voidable. See 388 U. S., at 400-404. Indeed, the opinion expressly disclaimed any need to decide what state-law remedy was available, id., at 400, n. 3 (though Justice Black’s dissent asserted that state law rendered the contract void, id., at 407). Likewise in Southland, which arose in state court, we did not ask whether the several challenges made there — fraud, misrepresentation, breach of contract, breach of fiduciary duty, and violation of the California Franchise Investment Law — would render the contract void or voidable. We simply rejected the proposition that the enforceability of the arbitration agreement turned on the state legislature’s judgment concerning the forum for enforcement of the state-law cause of action. See 465 U. S., at 10. So also here, we cannot accept the Florida Supreme Court’s conclusion that enforceability of the arbitration agreement should turn on “Florida public policy and contract law,” 894 So. 2d, at 864.
Respondents assert that Prima Paints rule of severability does not apply in state court. They argue that Prima Paint interpreted only §§3 and 4 — two of the FAA’s procedural provisions, which appear to apply by their terms only in federal court — but not § 2, the only provision that we have applied in state court. This does not accurately describe Prima Paint. Although § 4, in particular, had much to do with Prima Paint’s understanding of the rule of sever-ability, see 388 U. S., at 403-404, this rule ultimately arises out of §2, the FAA’s substantive command that arbitration agreements be treated like all other contracts. The rule of severability establishes how this equal-footing guarantee for “a written [arbitration] provision” is to be implemented. Respondents’ reading of Prima Paint as establishing nothing more than a federal-court rule of procedure also runs contrary to Southland’s understanding of that case. One of the bases for Southland’s application of §2 in state court was precisely Prima Paints “reli[ance] for [its] holding on Congress’ broad power to fashion substantive rules under the Commerce Clause.” 465 U. S., at 11; see also Prima Paint, supra, at 407 (Black, J., dissenting) (“[t]he Court here holds that the [FAA], as a matter of federal substantive law ...” (emphasis added)). Southland itself refused to “believe Congress intended to limit the Arbitration Act to disputes subject only to federal-court jurisdiction.” 465 U. S., at 15.
Respondents point to the language of §2, which renders “valid, irrevocable, and enforceable” “a written provision in” or “an agreement in writing to submit to arbitration an existing controversy arising out of” a “contract.” Since, respondents argue, the only arbitration agreements to which §2 applies are those involving a “contract,” and since an agreement void ab initio under state law is not a “contract,” there is no “written provision” in or “controversy arising out of” a “contract,” to which §2 can apply. This argument ech
* * *
It is true, as respondents assert, that the Prima Paint rule permits a court to enforce an arbitration agreement in a contract that the arbitrator later finds to be void. But it is equally true that respondents’ approach permits a court to deny effect to an arbitration provision in a contract that
The judgment of the Florida Supreme Court is reversed, and the case is remanded for further proceedings not inconsistent with this opinion.
It is so ordered.
The issue of the contract’s validity is different from the issue whether any agreement between the alleged obligor and obligee was ever concluded. Our opinion today addresses only the former, and does not speak to the issue decided in the cases cited by respondents (and by the Florida Supreme Court), which hold that it is for courts to decide whether the alleged obligor ever signed the contract, Chastain v. Robinson-Humphrey Co., 957 F. 2d 851 (CA11 1992), whether the signor lacked authority to commit the alleged principal, Sandvik AB v. Advent Int’l Corp., 220 F. 3d 99 (CA3 2000); Sphere Drake Ins. Ltd. v. All American Ins. Co., 256 F. 3d 587 (CA7 2001), and whether the signor lacked the mental capacity to assent, Spahr v. Secco, 330 F. 3d 1266 (CA10 2003).
In pertinent part, §4 reads:
“A party aggrieved by the alleged failure, neglect, or refusal of another to arbitrate under a written agreement for arbitration may petition any United States district court [with jurisdiction] ... for an order directing that such arbitration proceed in á manner provided for in such agreement.... [U]pon being satisfied that the making of the agreement for arbitration or the failure to comply therewith is not in issue, the court shall make an order directing the parties to proceed to arbitration in accordance with the terms of the agreement....”
Our more natural reading is confirmed by the use of the word “contract” elsewhere in the United States Code to refer to putative agreements, regardless of whether they are legal. For instance, the Sherman Act, ch. 647, 26 Stat. 209, as amended, states that “[e]very contract, combination ... , or conspiracy, in restraint of trade [is] hereby declared to be illegal.” 15 U. S. C. § 1. Under respondents’ reading of “contract,” a bewildering circularity would result: A contract illegal because it was in restraint of trade would not be a “contract” at all, and thus the statutory prohibition would not apply.
Dissenting Opinion
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); Doctor's Associates, Inc. v. Casarotto, 517 U. S. 681, 689 (1996) (same); Green Tree Financial Corp. v. Bazzle, 539 U. S. 444, 460 (2003) (same). Thus, in state-court proceedings, the FAA cannot be the basis for displacing a state law that prohibits enforcement of an arbitration clause contained in a contract that is unenforceable under state law. Accordingly, I would leave undisturbed the judgment of the Florida Supreme Court.
Reference
- Full Case Name
- BUCKEYE CHECK CASHING, INC. v. CARDEGNA Et Al.
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- 1598 cases
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- Published