No. 94-18
Argued: January 10, 1995Decided: March 6, 1995
Held:
The arbitral award should have been enforced as within the scope of the contract between the parties. Pp. 3-12.
- (a) This case is governed by what the contract has to say about the arbitrability of petitioners’ punitive damages claim. The FAA’s central purpose is to ensure “that private agreements to arbitrate are enforced according to their terms.” Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U.S. 468, 479 . This Court’s decisions make clear that if contracting parties agree to include punitive damages claims within the issues to be arbitrated, the FAA ensures that their agreement will be enforced according to its terms even if a rule of state law would otherwise exclude such claims from arbitration. See, e.g., Allied-Bruce Terminix Cos. v. Dobson, 513 U.S. ___. Pp. 3-6.
- (b) The Court of Appeals misinterpreted the parties’ contract by reading the choice-of-law provision and the arbitration provision as conflicting. Although the agreement contains no express reference to punitive damages claims, the fact that it is intended to include Page II such claims is demonstrated by considering separately the impact of each of the two provisions, and then inquiring into their meaning taken together. This process reveals that the choice-of-law provision is not, in itself, an unequivocal exclusion of punitive damages claims, that the arbitration provision strongly implies that an arbitral award of punitive damages is appropriate, and that the best way to harmonize the two is to read “the laws of the State of New York” to encompass substantive principles that New York courts would apply, but not to include special rules limiting the authority of arbitrators. Thus, the choice-of-law provision covers the rights and duties of the parties, while the arbitration clause covers arbitration; neither provision intrudes upon the other. Pp. 3-12.
20 F.3d 713, reversed.
STEVENS, J., delivered the opinion of the Court, in which REHNQUIST, C. J., and O’CONNOR, SCALIA, KENNEDY, SOUTER, GINSBURG, and BREYER, JJ., joined. THOMAS, J., filed a dissenting opinion. [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 1]
JUSTICE STEVENS delivered the opinion of the Court.
New York law allows courts, but not arbitrators, to award punitive damages. In a dispute arising out of a standard-form contract that expressly provides that it “shall be governed by the laws of the State of New York,” a panel of arbitrators awarded punitive damages. The District Court and Court of Appeals disallowed that award. The question presented is whether the arbitrators’ award is consistent with the central purpose of the Federal Arbitration Act to ensure “that private agreements to arbitrate are enforced according to their terms.” Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U.S. 468, 479 (1989).
I
In 1985 petitioners, Antonio Mastrobuono, then an assistant professor of medieval literature, and his wife Diana Mastrobuono, an artist, opened a securities trading account with respondent Shearson Lehman Hutton, Inc. (Shearson), by executing Shearson’s standard-form Client’s Agreement. Respondent Nick DiMinico, a vice president of Shearson, managed the Mastrobuonos’ account until they closed it in 1987. In [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 2] 1989, petitioners filed this action in the United States District Court for the Northern District of Illinois, alleging that respondents had mishandled their account and claiming damages on a variety of state and federal law theories.
Paragraph 13 of the parties’ agreement contains an arbitration provision and a choice-of-law provision. Relying on the arbitration provision and on 3 and 4 of the Federal Arbitration Act (FAA), 9 U.S.C. 3, 4, respondents filed a motion to stay the court proceedings and to compel arbitration pursuant to the rules of the National Association of Securities Dealers. The District Court granted that motion, and a panel of three arbitrators was convened. After conducting hearings in Illinois, the panel ruled in favor of petitioners.
In the arbitration proceedings, respondents argued that the arbitrators had no authority to award punitive damages. Nevertheless, the panel’s award included punitive damages of $400,000, in addition to compensatory damages of $159,327. Respondents paid the compensatory portion of the award but filed a motion in the District Court to vacate the award of punitive damages. The District Court granted the motion, 812 F. Supp. 845 (ND Ill. 1993), and the Court of Appeals for the Seventh Circuit affirmed. 20 F.3d 713 (1994). Both courts relied on the choice-of-law provision in Paragraph 13 of the parties’ agreement, which specifies that the contract shall be governed by New York law. Because the New York Court of Appeals has decided that in New York the power to award punitive damages is limited to judicial tribunals and may not be exercised by arbitrators, Garrity v. Lyle Stuart, Inc., 40 N. Y. 2d 354, 353 N. E. 2d 793 (1976), the District Court and the Seventh Circuit held that the panel of arbitrators had no power to award punitive damages in this case.
We granted certiorari, 513 U.S. ___ (1994), because the Courts of Appeals have expressed differing views on [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 3] whether a contractual choice-of-law provision may preclude an arbitral award of punitive damages that otherwise would be proper. Compare Barbier v. Shearson Lehman Hutton Inc., 948 F.2d 117 (CA2 1991), and Pierson v. Dean, Witter, Reynolds, Inc., 742 F.2d 334 (CA7 1984), with Bonar v. Dean Witter Reynolds, Inc., 835 F.2d 1378, 1386-1388 (CA11 1988), Raytheon Co. v. Automated Business Systems, Inc., 882 F.2d 6 (CA1 1989), and Lee v. Chica, 983 F.2d 883 (CA8 1993). We now reverse. 1
II
Earlier this Term, we upheld the enforceability of a predispute arbitration agreement governed by Alabama law, even though an Alabama statute provides that arbitration agreements are unenforceable. Allied-Bruce Terminix Cos. v. Dobson, 513 U.S. ___ (1995). Writing for the Court, JUSTICE BREYER observed that Congress passed the FAA “to overcome courts’ refusals to enforce agreements to arbitrate.” Id., at ___ (slip op., at 4). See also Volt Information Sciences, Inc. v. ___ (Board of Trustees of Leland Stanford Junior Univ., 489 U.S. at 474; Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213, 220 (1985). After determining that the FAA applied to the parties’ arbitration agreement, we readily concluded that the federal statute pre-empted Alabama’s statutory prohibition. Allied-Bruce, 513 U.S., at ___, ___ (slip op., at 6, 16).
Petitioners seek a similar disposition of the case before us today. Here, the Seventh Circuit interpreted the [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 4] contract to incorporate New York law, including the Garrity rule that arbitrators may not award punitive damages. Petitioners ask us to hold that the FAA pre-empts New York’s prohibition against arbitral awards of punitive damages because this state law is a vestige of the “`”ancient”‘” judicial hostility to arbitration See Allied-Bruce, 513 U.S., at ___ (slip op., at 4), quoting Bernhardt v. Polygraphic Co. of America, Inc., 350 U.S. 198, 211 , n. 5 (1956) (Frankfurter, J., concurring). Petitioners rely on Southland Corp. v. Keating, 465 U.S. 1 (1984), and Perry v. Thomas, 482 U.S. 483 (1987), in which we held that the FAA pre-empted two California statutes that purported to require judicial resolution of certain disputes. In Southland, we explained that the FAA not only “declared a national policy favoring arbitration,” but actually “withdrew the power of the states to require a judicial forum for the resolution of claims which the contracting parties agreed to resolve by arbitration.” 465 U.S., at 10 .
Respondents answer that the choice-of-law provision in their contract evidences the parties’ express agreement that punitive damages should not be awarded in the arbitration of any dispute arising under their contract. Thus, they claim, this case is distinguishable from Southland and Perry, in which the parties presumably desired unlimited arbitration but state law stood in their way. Regardless of whether the FAA pre-empts the Garrity decision in contracts not expressly incorporating New York law, respondents argue that the parties may themselves agree to be bound by Garrity, just as they may agree to forgo arbitration altogether. In other words, if the contract says “no punitive damages,” that is the end of the matter, for courts are bound to interpret contracts in accordance with the expressed intentions of the parties – even if the effect of those intentions is to limit arbitration. [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 5]
We have previously held that the FAA’s pro-arbitration policy does not operate without regard to the wishes of the contracting parties. In Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U.S. 468 (1989), the California Court of Appeal had construed a contractual provision to mean that the parties intended the California rules of arbitration, rather than the FAA’s rules, to govern the resolution of their dispute. Id., at 472. Noting that the California rules were “manifestly designed to encourage resort to the arbitral process,” id., at 476, and that they “generally foster[ed] the federal policy favoring arbitration,” Id., at 476, n. 5, we concluded that such an interpretation was entirely consistent with the federal policy “to ensure the enforceability, according to their terms, of private agreements to arbitrate.” Id., at 476. After referring to the holdings in Southland and Perry, which struck down state laws limiting agreed-upon arbitrability, we added:
- “But it does not follow that the FAA prevents the enforcement of agreements to arbitrate under different rules than those set forth in the Act itself. Indeed, such a result would be quite inimical to the FAA’s primary purpose of ensuring that private agreements to arbitrate are enforced according to their terms. Arbitration under the Act is a matter of consent, not coercion, and parties are generally free to structure their arbitration agreements as they see fit. Just as they may limit by contract the issues which they will arbitrate, see Mitsubishi [v. Soler Chrysler-Plymouth, 473 U.S. 614, 628 (1985)], so too may they specify by contract the rules under which that arbitration will be conducted.” Volt 489 U.S., at 479 .
Relying on our reasoning in Volt, respondents thus argue that the parties to a contract may lawfully agree [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 6] to limit the issues to be arbitrated by waiving any claim for punitive damages. On the other hand, we think our decisions in Allied-Bruce, Southland, and Perry make clear that if contracting parties agree to include claims for punitive damages within the issues to be arbitrated, the FAA ensures that their agreement will be enforced according to its terms even if a rule of state law would otherwise exclude such claims from arbitration. Thus, the case before us comes down to what the contract has to say about the arbitrability of petitioners’ claim for punitive damages.
II
Shearson’s standard-form “Client Agreement,” which petitioners executed, contains 18 paragraphs. The two relevant provisions of the agreement are found in Paragraph 13. 2 The first sentence of that paragraph provides, in part, that the entire agreement “shall be [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 7] governed by the laws of the State of New York.” App. to Pet. for Cert. 44. The second sentence provides that “any controversy” arising out of the transactions between the parties “shall be settled by arbitration” in accordance with the rules of the National Association of Securities Dealers (NASD), or the Boards of Directors of the New York Stock Exchange and/or the American Stock Exchange. Ibid. The agreement contains no express reference to claims for punitive damages. To ascertain whether Paragraph 13 expresses an intent to include or exclude such claims, we first address the impact of each of the two relevant provisions, considered separately. We then move on to the more important inquiry: the meaning of the two provisions taken together. See Restatement (Second) of Contracts 202(2) (1979) (A writing is interpreted as a whole”).
The choice-of-law provision, when viewed in isolation, may reasonably be read as merely a substitute for the conflict-of-laws analysis that otherwise would determine what law to apply to disputes arising out of the contractual relationship. Thus, if a similar contract, without a choice-of-law provision, had been signed in New York and was to be performed in New York, presumably “the laws of the State of New York” would apply, even though the contract did not expressly so state. In such event, there would be nothing in the contract that could possibly constitute evidence of an intent to exclude punitive damages claims. Accordingly, punitive damages would be allowed because, in the absence of contractual intent to the contrary, the FAA would pre-empt the Garrity rule. See supra, at 4.
Even if the reference to “the laws of the State of New York” is more than a substitute for ordinary conflict-of-laws analysis and, as respondents urge, includes the caveat, “detached from otherwise-applicable federal law,” the provision might not preclude the award of punitive damages because New York allows its courts, though not [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 8] its arbitrators, to enter such awards. See Garrity, 40 N. Y. 2d, at 358, 353 N. E. 2d, at 796. In other words, the provision might include only New York’s substantive rights and obligations, and not the State’s allocation of power between alternative tribunals. 3 Respondents’ argument is persuasive only if “New York law” means “New York decisional law, including that State’s allocation of power between courts and arbitrators, notwithstanding otherwise-applicable federal law.” But, as we have demonstrated, the provision need not be read so broadly. It is not, in itself, an unequivocal exclusion of punitive damages claims. 4
The arbitration provision (the second sentence of Paragraph 13) does not improve respondents’ argument. On the contrary, when read separately this clause strongly implies that an arbitral award of punitive damages is appropriate. It explicitly authorizes arbitration in accordance with NASD rules; 5 the panel of [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 9] arbitrators in fact proceeded under that set of rules. 6 The NASD’s Code of Arbitration Procedure indicates that arbitrators may award “damages and other relief.” NASD Code of Arbitration Procedure § 3741(e) (1993). While not a clear authorization of punitive damages, this provision appears broad enough at least to contemplate such a remedy. Moreover, as the Seventh Circuit noted, a manual provided to NASD arbitrators contains this provision:
- “B. Punitive Damages
- “The issue of punitive damages may arise with great frequency in arbitrations. Parties to arbitration are informed that arbitrators can consider punitive damages as a remedy.” 20 F.3d, at 717.
Thus, the text of the arbitration clause itself surely does not support – indeed, it contradicts – the conclusion that the parties agreed to foreclose claims for punitive damages. 7 [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 10]
Although neither the choice-of-law clause nor the arbitration clause, separately considered, expresses an intent to preclude an award of punitive damages, respondents argue that a fair reading of the entire Paragraph 13 leads to that conclusion. On this theory, even if “New York law” is ambiguous, and even if “arbitration in accordance with NASD rules” indicates that punitive damages are permissible, the juxtaposition of the two clauses suggests that the contract incorporates “New York law relating to arbitration.” We disagree. At most, the choice-of-law clause introduces an ambiguity into an arbitration agreement that would otherwise allow punitive damages awards. As we pointed out in Volt, when a court interprets such provisions in an agreement covered by the FAA, “due regard must be given to the federal policy favoring arbitration, and ambiguities as to the scope of the arbitration clause itself resolved in favor of arbitration.” 489 U.S., at 476 . See also Moses H. Cone Memorial Hospital v. Mercury Constr. Corp., 460 U.S. 1, 24 -25 (1983). 8 [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 11]
Moreover, respondents cannot overcome the common-law rule of contract interpretation that a court should construe ambiguous language against the interest of the party that drafted it. See, e. g., United States Fire Ins. Co. v. Schnackenberg, 88 Ill. 2d 1, 4, 429 N. E. 2d 1203, 1205 (1981); Graff v. Billet, 64 N. Y. 2d 899, 902, 477 N. E. 2d 212, 213-214 (1984); 9 Restatement (Second) of Contracts 206 (1979); United States v. Seckinger, 397 U.S. 203, 210 (1970). Respondents drafted an ambiguous document, and they cannot now claim the benefit of the doubt. The reason for this rule is to protect the party who did not choose the language from an unintended or unfair result. 10 That rationale is well-suited to the facts of this case. As a practical matter, it seems unlikely that petitioners were actually aware of New York’s bifurcated approach to punitive damages, or that they had any idea that by signing a standard-form agreement to arbitrate disputes they might be giving up an important substantive right. In the face of such [ MASTROBUONO v. SHEARSON LEHMAN HUTTON, INC., ___ U.S. ___ (1995) , 12] doubt, we are unwilling to impute this intent to petitioners.
Finally the respondents’ reading of the two clauses violates another cardinal principle of contract construction: that a document should be read to give effect to all its provisions and to render them consistent with each other. See, e.g., In re Halas, 104 Ill. 2d 83, 92, 470 N. E. 2d 960, 964 (1984); Crimmins Contracting Co. v. City of New York, 74 N. Y. 2d 166, 172 173, 542 N. E. 2d 1097, 1100 (1989); Trump-Equitable Fifth Avenue Co. v. H. R. H. Constr. Corp., 106 App. Div. 2d 242, 244, 485 N. Y. S. 2d 65, 67 (1985); Restatement (Second) of Contracts 203(a) and Comment b (1979); id. 202(5). We think the best way to harmonize the choice-of-law provision with the arbitration provision is to read “the laws of the State of New York” to encompass substantive principles that New York courts would apply, but not to include special rules limiting the authority of arbitrators. Thus, the choice-of-law provision covers the rights and duties of the parties, while the arbitration clause covers arbitration; neither sentence intrudes upon the other. In contrast, respondents’ reading sets up the two clauses in conflict with one another: one foreclosing punitive damages, the other allowing them. This interpretation is untenable.
We hold that the Court of Appeals misinterpreted the parties’ agreement. The arbitral award should have been enforced as within the scope of the contract. The judgment of the Court of Appeals is, therefore, reversed.
