Flowers Foods, Inc. v. Brock

P R E L I M I N A R Y P R I N T
Volume 608 U. S. Part 2
Pages 380–390
OFFICIAL REPORTS
OF
THE SUPREME COURT
May 28, 2026
REBECCA A. WOMELDORF
reporter of decisions
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NOTICE: This preliminary print is subject to formal revision before
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pio@supremecourt.gov, of any typographical or other formal errors.

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380 OCTOBER TERM, 2025
Syllabus
FLOWERS FOODS, INC., et al. v. BROCK
certiorari to the united states court of appeals for
the tenth circuit
No. 24–935. Argued March 25, 2026—Decided May 28, 2026
The Federal Arbitration Act (FAA) requires courts to enforce many pri-
vate arbitration agreements, but it also provides that “nothing” in the
law shall be used to compel arbitration in disputes involving the “con-
tracts of employment” of any class of workers “engaged in . . . interstate
commerce.” 9 U. S. C. § 1. This case poses the question whether some-
one can qualify as a worker under the § 1 exemption if he never crosses
state lines and never interacts with vehicles that do. Flowers Foods,
Inc., is a large producer of packaged baked goods with bakeries in 19
States. To get its products to market, the company depends in part on
franchisees who buy the distribution rights to Flowers's products in
specifc geographic territories. Angelo Brock is one such franchisee
serving the Denver area; he picks up Flowers's products from a ware-
house in Colorado and delivers them to local stores, all without leaving
the State. In 2022, Brock sued Flowers in federal district court alleg-
ing that the company had underpaid him and other distributors in viola-
tion of various federal and state laws. Flowers moved to compel arbi-
tration, arguing that the FAA generally requires courts to stay or
dismiss cases when the parties have agreed to resolve their disputes by
arbitration and that Brock had signed a distribution agreement promis-
ing to arbitrate any disagreement. The district court denied Flowers's
motion, and the Tenth Circuit affrmed. Resting its decision on 9
U. S. C. § 1, the Tenth Circuit reasoned that Brock belonged to a class
of workers engaged in interstate commerce and thus the court lacked
authority to compel arbitration.
Held: A worker who transports goods on an intrastate leg of an interstate
journey can qualify for § 1's exemption without crossing state lines or
interacting with vehicles that do. Pp. 385–390.
(a) The statutory text does not support a rule requiring workers to
cross state lines or interact with vehicles that do. When the FAA was
enacted, to “engage” meant to “take part in” something or to be “em-
ploy[ed]” or “involve[d]” in that thing. Black's Law Dictionary 661.
And “interstate commerce” meant “[t]raffc,” “intercourse,” or “the
transportation of persons or property between or among the several
states . . . or from or between points in one state and points in another
state.” Id., at 1001. Nothing in those terms requires an individual to

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Cite as: 608 U. S. 380 (2026) 381
Syllabus
cross state lines or interact with a vehicle that does. Interstate com-
merce includes transporting products “between points in one state and
points in another state,” ibid., which involves not just crossing state
lines but intrastate activity too; “a continuous carriage” may begin in
one State and end in another while “much of the journey” takes place
“within the limits of a single state,” Cyclopedic Law Dictionary 548.
And at least sometimes, a person can take part, be employed, or be
involved in that continuous journey without leaving a State or touching
vehicles that do. Pp. 385–387.
(b) Historical precedent supports this interpretation. In The Daniel
Ball, 10 Wall. 557, the Court held that a steamer transporting goods
entirely within Michigan was “engaged in commerce between the
States” because it “was employed in transporting goods destined for
other States, or goods brought from without . . . Michigan.” Id., at
565. The Court explained that “[t]he fact that several different and
independent agencies are employed in transporting the commodity,
some acting entirely in one State, and some acting through two or more
States, does in no respect affect the character of the transaction.” Ibid.
Other cases are to similar effect. See, e. g., Rearick v. Pennsylvania,
203 U. S. 507; Rhodes v. Iowa, 170 U. S. 412; Norfolk & Western R. Co.
v. Pennsylvania, 136 U. S. 114. Pp. 387–388.
(c) Flowers's counterarguments are unavailing. Flowers observes
that the cases above interpreted the Constitution's Commerce Clause,
not § 1 of the FAA. The Court does not suggest that the scope of § 1 is
coterminous with the scope of the Commerce Clause as interpreted at
the time of the FAA's adoption in 1925. However, cases using the same
language as § 1, or formulations very close to it, offer probative evidence
of what an ordinary person at the time of the FAA's enactment would
have understood its terms to mean.
Flowers hints at other reasons why Brock might not qualify for § 1's
exemption, including that Flowers conducts its business with Brock
through a distribution agreement with an independently operated com-
pany Brock owns, and that he orders and purchases Flowers's goods,
taking title to them, before selling them to local stores—facts that some
lower courts have found relevant. However, while Flowers discusses
these facts in passing, it does not ask the Court to decide their legal
signifcance, instead venturing all upon one cast by asking the Court to
adopt a bright-line rule that an individual can never qualify for § 1's
exemption unless he crosses state lines or interacts with vehicles that
do. The statutory text cannot support such a rule. Pp. 388–390.
121 F. 4th 753, affrmed.
Gorsuch, J., delivered the opinion for a unanimous Court.
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382 FLOWERS FOODS, INC. v. BROCK
Counsel
Traci L. Lovitt argued the cause for petitioners. With
her on the briefs were John Brinkerhoff, Amanda K. Rice,
Dav id K. Suska, Matthew J. Rubenstein, and Kev in
P. Hishta.
Jennifer Bennett argued the cause for respondent. With
her on the brief were Hannah Kieschnick, Matthew Guar-
nieri, Jessica Garland, Craig M. Nicholas, Alex Tomasevic,
and Shaun Markley.*
*Briefs of amici curiae urging reversal were fled for the State of Mis-
souri et al. by Catherine L. Hanaway, Attorney General of Missouri,
Louis J. Capozzi III, Solicitor General, and Ryan Dugan, Assistant Solici-
tor General, and by the Attorneys General for their respective States as
follows: Stephen J. Cox of Alaska, Tim Griffn of Arkansas, Austin Knud-
sen of Montana, and Ken Paxton of Texas; for Amazon.com, Inc., by Mi-
chael E. Kenneally; for the California Employment Law Council by Paul
Grossman, Chris A. Jalian, and Sean D. Unger; for the Chamber of Com-
merce of the United States of America et al. by Archis A. Parasharami,
Daniel E. Jones, Jennifer B. Dickey, Jonathan D. Urick, Monica Welt,
Joshua Moore, Karen R. Harned, Erika Klenicki, Elizabeth Gaudio Mil-
ito, and Patrick J. Moran; for the DRI Center for Law and Public Policy
et al. by Sarah Elizabeth Spencer and Lawrence S. Ebner; for the Inde-
pendent Bakers Association et al. by Thomas G. Hungar, Russell B. Bali-
kian, and Cameron J. E. Pritchett; for Menzies Aviation, Inc., by Christo-
pher Ward and John FizGerald; for the Pioneer New England Legal
Foundation by Benjamin G. Robbins and Frank J. Bailey; and for the
Washington Legal Foundation by Cory L. Andrews and Zac Morgan.
Briefs of amici curiae urging affrmance were fled for the State of
Illinois et al. by Kwame Raoul, Attorney General of Illinois, Jane Elinor
Notz, Solicitor General, Sarah A. Hunger, Deputy Solicitor General, and
R. Henry Weaver and Brianna Yang, Assistant Attorneys General, by
Jennifer Davenport, Acting Attorney General of New Jersey, and by the
Attorneys General for their respective jurisdictions as follows: Rob Bonta
of California, Philip J. Weiser of Colorado, Kathleen Jennings of Dela-
ware, Brian L. Schwalb of the District of Columbia, Aaron M. Frey of
Maine, Anthony G. Brown of Maryland, Andrea Joy Campbell of Massa-
chusetts, Dana Nessel of Michigan, Keith Ellison of Minnesota, Letitia
James of New York, Dan Rayfeld of Oregon, Peter F. Neronha of Rhode
Island, and Charity R. Clark of Vermont; for AARP et al. by Louis Lopez,
William Alvarado Rivera, and Dean Graybill; for the American Federa-
tion of Labor and Congress of Industrial Organizations by Matthew

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Cite as: 608 U. S. 380 (2026) 383
Opinion of the Court
Justice Gorsuch delivered the opinion of the Court.
The Federal Arbitration Act requires courts to enforce
many private arbitration agreements. But not all. Section
1 of the Act provides that “nothing” in the law shall be used
to compel arbitration in disputes involving the “contracts of
employment” of any class of workers “engaged in . . . inter-
state commerce.” 9 U. S. C. § 1. This case is the latest in a
line posing questions about the scope of that exemption.
I
Flowers Foods, Inc., is one of the Nation's largest produc-
ers of packaged baked goods. Some of its familiar products
include Butterscotch Krimpets, Jumbo Honey Buns, and
Wonder Bread, “which it promotes with a 95-foot-tall hot air
balloon and a parade foat called The Wondership.” Bisson-
nette v. LePage Bakeries Park St., LLC, 601 U. S. 246, 249
(2024). From its bakeries in 19 States, Flowers distributes
its products across the country.
To get its products to market, the company depends in
part on franchisees who “buy the rights to distribute Flow-
ers['s] products in particular geographic territories.” Ibid.
This case involves one such franchisee, Angelo Brock, who
serves the Denver area. Brock picks up Flowers's products
from a warehouse in Colorado and delivers them to local
stores, all without leaving the State.
In 2022, Brock sued Flowers in federal district court alleg-
ing that the company had underpaid him and other distribu-
J. Ginsburg and Darin M. Dalmat; for the Constitutional Accountability
Center by Elizabeth B. Wydra and Brianne J. Gorod; for the National
Employment Law Project by Catherine Ruckelshaus, Harold L. Lichten,
Shannon Liss-Riordan, and Matthew Thomson; and for Professors and
Scholars of Linguistics and Law by Peter Romer-Friedman.
Briefs of amici curiae were fled for the Coalition for Workforce Innova-
tion by Alex T. MacDonald; for the National Academy of Arbitrators by
Barry Winograd and Joshua M. Javits; and for Public Justice et al. by
Shelby Leighton, Leah M. Nicholls, Sachin S. Pandya, Bruce Plaxen, and
Jeffrey R. White.
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384 FLOWERS FOODS, INC. v. BROCK
Opinion of the Court
tors in violation of various federal and state laws. In re-
sponse, Flowers fled a motion asking the court to send the
dispute to arbitration. In support of its motion, Flowers ob-
served that the Federal Arbitration Act (FAA) generally re-
quires courts to stay or dismiss cases when the parties have
agreed to resolve their disputes by arbitration rather than
litigation. And Flowers argued that rule applied here be-
cause Brock had signed a distribution agreement promising
to arbitrate any disagreement that might arise between him-
self and Flowers. Ultimately, the district court denied
Flowers's motion and, in an opinion by Judge Phillips, the
Tenth Circuit affrmed.
The Tenth Circuit rested its decision on 9 U. S. C. § 1.
While the FAA requires courts to enforce arbitration agree-
ments in many circumstances, § 1 contains an exception. It
provides that “nothing” in the statute shall be used to com-
pel arbitration in disputes involving “contracts of employ-
ment of seamen, railroad employees, or any other class of
workers engaged in foreign or interstate commerce.” § 1.
Reasoning that Brock belonged to a class of workers engaged
in interstate commerce, the court concluded that it lacked
authority to compel the arbitration Flowers sought. To be
sure, the court recognized, Brock does not cross state lines
himself or interact directly with those who do. 121 F. 4th
753, 757–761 (CA10 2024). But, the court held, those facts
were “not dispositive.” Id., at 761. Instead, the court said,
what mattered was that Brock's “intrastate route formed a
constituent part of the . . . interstate journey” of Flowers's
goods from out-of-state bakeries to their intended destina-
tions at retail stores. Id., at 764; see also id., at 766.
Flowers petitioned for certiorari. In doing so, it asked us
to resolve a single question: whether someone can qualify as
a worker “engaged in . . . interstate commerce” under § 1 if
he never crosses state lines and never interacts with vehicles
that do. Pet. for Cert. i. We agreed to take up that ques-
tion. 607 U. S. 992 (2025).
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Cite as: 608 U. S. 380 (2026) 385
Opinion of the Court
II
In recent years, we have had occasion to address the scope
of § 1's exemption no fewer than three times. In each case,
we have rejected efforts to cabin its reach. First, in New
Prime Inc. v. Oliveira, 586 U. S. 105 (2019), we held that
the “contracts of employment” § 1 embraces include contracts
governing independent contractors, not just employees. Id.,
at 116. Then, in Southwest Airlines Co. v. Saxon, 596 U. S.
450 (2022), we held an airline worker who loaded and un-
loaded cargo ft within § 1's exemption even though she did
not fy planes or otherwise cross state lines. Id., at 459, 461.
Finally, in Bissonnette, we held that a worker can fall under
§ 1 whether he is employed in the “transportation industry”
or some other, so long as his work “play[s] a direct and neces-
sary role in the free fow of goods across borders.” 601
U. S., at 256 (internal quotation marks omitted).
Make this case the fourth. Before us, Flowers's sole the-
ory is that, to be engaged in interstate commerce for pur-
poses of § 1, a worker must either cross state lines or interact
with a vehicle that does (say, by loading or unloading the
goods it carries). That theory is incorrect. We have al-
ready held in Saxon that § 1 does not require workers to
cross state lines. 596 U. S., at 459, 461. Nor, we now add,
does § 1 turn on a game of tag with vehicles that do. At
least sometimes, a worker who transports goods on an intra-
state leg of an interstate journey can qualify for § 1's exemp-
tion without satisfying either of those criteria.
Start with the statutory text. Section 1's exemption ap-
plies to “workers engaged in . . . interstate commerce.”
When the FAA was enacted, to “engage” meant to “take
part in” something or to be “employ[ed]” or “involve[d]” in
that thing. Black's Law Dictionary 661 (3d ed. 1933)
(Black's); see also Webster's New International Dictionary
725 (1913) (“To embark in a business; to take a part; to em-
ploy or involve one's self; to devote attention and effort”).
And “interstate commerce” meant “[t]raffc,” “intercourse,”
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386 FLOWERS FOODS, INC. v. BROCK
Opinion of the Court
or “the transportation of persons or property between or
among the several states of the Union, or from or between
points in one state and points in another state.” Black's
1001; see also Cyclopedic Law Dictionary 548 (2d ed. 1922)
(Cyclopedic) (“A shipment from one state to another under a
contract for continuous carriage is interstate commerce, even
as to so much of the journey as is within the limits of a
single state”).
Nothing in those terms requires an individual to cross
state lines or interact with a vehicle that does. Interstate
commerce includes transporting products “between points in
one state and points in another state.” Black's 1001. That
involves not just crossing state lines, but intrastate activity
too. Though “a continuous carriage” may begin in one State
and end in another, “much of the journey” can take place
“within the limits of a single state.” Cyclopedic 548. And
at least sometimes, a person can “take part,” be “em-
ploy[ed],” or be “involve[d]” in that continuous journey with-
out leaving a State or touching vehicles that do. Black's
661.
Some hypotheticals help illustrate the point. Imagine
Customer A in State A enters a contract to purchase a truck-
load of Butterscotch Krimpets from Company B in State B.
Company B makes the Krimpets in State B, but the contract
requires Company B to deliver them to Customer A's head-
quarters in State A. So, Company B hires a driver to take
the Krimpets from the bakery in State B to the headquarters
in State A. All agree that the driver in a case like that is
engaged in interstate commerce.
Now imagine instead that Company B hires three drivers
to make the delivery. Driver 1 takes the Krimpets from
Company B's bakery right up to the border between States
A and B. He then gets out of his truck, unloads pallets of
Krimpets on his side of the border, and drives home. Driver
2 then picks up the Krimpets, drives ten feet across the bor-
der, puts the Krimpets down again, and heads off. Finally,
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Cite as: 608 U. S. 380 (2026) 387
Opinion of the Court
Driver 3 picks up the Krimpets in State A and delivers them
to Company A's headquarters. Who was engaged in inter-
state commerce? On Flowers's account, only Driver 2 would
be—neither Driver 1 nor Driver 3 crossed state lines or
touched a vehicle that had. But that cannot be right. Each
of the drivers played a direct, active, and necessary part in
ensuring the Krimpets got from a point in State B (the bak-
ery) to a point in State A (the headquarters) as the con-
tract required.
This hypothetical, really, is hardly a hypothetical at all.
This Court confronted similar facts more than 150 years ago
in The Daniel Ball, 10 Wall. 557 (1871). There, a steamer
transporting goods on Grand River operated “entirely within
the limits of the State” of Michigan. Id., at 565. The
steamer “did not run in connection with, or in continuation
of, any line of vessels or railway leading to other States,”
but “was employed in transporting goods destined for other
States, or goods brought from without the limits of Michigan
and destined to places within that State.” Ibid. Still, the
Court held, the steamer “was engaged in commerce between
the States.” Ibid. As the Court put it, “[t]he fact that sev-
eral different and independent agencies are employed in
transporting the commodity, some acting entirely in one
State, and some acting through two or more States, does in
no respect affect the character of the transaction.” Ibid.
In other words, the steamer was “engaged in” interstate
commerce even though it stayed in Michigan, and even
though it did not come into direct contact with a vessel that
had crossed state lines.
Other cases are to similar effect. In Rearick v. Pennsyl-
vania, 203 U. S. 507 (1906), we held that a Pennsylvania
salesman who picked up goods shipped from out of state and
delivered them to their fnal destination was “engaged in in-
terstate commerce” with no indication that he ever left Penn-
sylvania or interacted with vehicles that had. Id., at 510–
513. In Rhodes v. Iowa, 170 U. S. 412 (1898), we held that a

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388 FLOWERS FOODS, INC. v. BROCK
Opinion of the Court
railroad agent who moved a package from a train “platform
to [a] freight warehouse” entirely within one State could, in
certain circumstances, be “part of . . . interstate commerce
transportation.” Id., at 413–414, 426. And in Norfolk &
Western R. Co. v. Pennsylvania, 136 U. S. 114 (1890), we held
that an intrastate portion of an interstate railroad business
was “immediately connected with interstate commerce.”
Id., at 119–120; see also id., at 119 (citing The Daniel Ball,
10 Wall., at 565). We could go on.
Flowers's only real answer is to observe that these cases
and others like them interpreted the Constitution's Com-
merce Clause, not § 1 of the FAA. Fair enough. We do not
mean to suggest that the scope of § 1 is coterminous with the
scope of the Commerce Clause as it was interpreted at the
time of the FAA's adoption in 1925. After all, § 1 “exempts
from the FAA only contracts of employment of transporta-
tion workers.” Circuit City Stores, Inc. v. Adams, 532 U. S.
105, 119 (2001) (emphasis added). And the statute speaks of
transportation workers “engaged in” interstate commerce,
while Congress sometimes uses broader terms, like “affect-
ing” or “involving” interstate commerce, when it wishes to
regulate to the outer bounds of its authority under the Com-
merce Clause. Saxon, 596 U. S., at 458 (internal quotation
marks omitted). At the same time, we can hardly blind our-
selves to what this Court's cases said, both before and around
the time of the FAA's adoption, about what it means to be
“engaged in commerce between the States.” The Daniel
Ball, 10 Wall., at 565. We think cases using the same lan-
guage as § 1, or formulations very close to it, offer probative
evidence of what an ordinary person at the time of the FAA's
enactment would have understood its terms to mean.
To be sure, and as Flowers highlights, we have held that
the phrase “engaged in” interstate commerce in § 1 denotes
a “direct,” “necessary,” and “activ[e]” role in moving goods
across borders. Saxon, 596 U. S., at 458 (internal quotation
marks omitted). We reaffrm as much today. But we do
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Cite as: 608 U. S. 380 (2026) 389
Opinion of the Court
not see how any of that dictates the rule Flowers seeks. As
the hypothetical above and cases like The Daniel Ball illus-
trate, individuals can sometimes be direct, necessary, and ac-
tive participants in moving goods “from . . . points in one
state” to “points in another state” without crossing state
lines or interacting with vehicles that do. Black's 1001.
Unable to persuade us that the FAA incorporates its cross-
or-tag rule, Flowers hints at other reasons why Brock might
not qualify for § 1's exemption. Flowers observes, for exam-
ple, that it conducts its business with Brock through a distri-
bution agreement it has with an “independently operated
compan[y]” he owns. Brief for Petitioners 9. And, indeed,
some lower courts have found that relevant when assessing
whether a “contract of employment” exists suffcient to trig-
ger § 1's exemption. Compare Fli-Lo Falcon, LLC v. Ama-
zon.com, Inc., 97 F. 4th 1190, 1197–1198 (CA9 2024) (holding
§ 1 inapplicable to a contract “between two business en-
tities”), with Silva v. Schmidt Baking Distribution, LLC,
162 F. 4th 354, 356–357 (CA2 2025) (holding § 1 applicable
to certain agreements with “single-employee corporations”).
Flowers also contends that Brock orders, purchases, and
takes title to Flowers's goods, before selling them to local
stores. Brief for Petitioners 21, 42. And, again, some
lower courts have found facts like those relevant when as-
sessing § 1's reach. See, e. g., Rittmann v. Amazon.com,
Inc., 971 F. 3d 904, 916 (CA9 2020) (focusing on whether a
product has reached its “intended destinatio[n]” under an in-
terstate contract); 121 F. 4th, at 766–767 (considering title
changing hands); Immediato v. Postmates, Inc., 54 F. 4th 67,
72, 78 (CA1 2022) (holding that intrastate couriers fulflling
take-out orders made within the State are not engaged in
interstate commerce).
The trouble is that, while Flowers discusses these facts in
passing, it does not ask us to decide their legal signifcance.
Instead, it ventures all upon one cast, asking us to adopt a
bright-line rule that an individual can never qualify for § 1's
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390 FLOWERS FOODS, INC. v. BROCK
Opinion of the Court
exemption unless he crosses state lines or interacts with ve-
hicles that do. And whatever other limits § 1 may or may
not contain, we do not see how the statutory text can support
that one.
*
The judgment of the Tenth Circuit is affrmed.
It is so ordered.
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Reporter’s Note
The attached opinion has been revised to refect the usual publication
and citation style of the United States Reports. The revised pagination
makes available the offcial United States Reports citation in advance of
publication. The syllabus has been prepared by the Reporter of Decisions
for the convenience of the reader and constitutes no part of the opinion of
the Court. A list of counsel who argued or fled briefs in this case, and
who were members of the bar of this Court at the time this case was
argued, has been inserted following the syllabus. Other revisions may
include adjustments to formatting, captions, citation form, and any errant
punctuation. The following additional edits were made:
None

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