GREEN TREE FINANCIAL CORP., nka CONSECO FINANCE CORP. v. BAZZLE et al., in a repre- sentative capacity on behalf of a class and for all others similarly situated, et al.

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444 OCTOBER TERM, 2002
Syllabus
GREEN TREE FINANCIAL CORP., nka CONSECO
FINANCE CORP. v. BAZZLE et al., in a repre-
sentative capacity on behalf of a class and
for all others similarly situated, et al.
certiorari to the supreme court of south carolina
No. 02–634. Argued April 22, 2003—Decided June 23, 2003
The Bazzle respondents and the Lackey and Buggs respondents separately
entered into contracts with petitioner Green Tree Financial Corp. that
were governed by South Carolina law and included an arbitration clause
governed by the Federal Arbitration Act. Each set of respondents filed
a state-court action, complaining that Green Tree’s failure to provide
them with a form that would have told them of their right to name
their own lawyers and insurance agents violated South Carolina law,
and seeking damages. The Bazzles moved for class certification, and
Green Tree sought to stay the court proceedings and compel arbitration.
After the court certified a class and compelled arbitration, Green Tree
selected, with the Bazzles’ consent, an arbitrator who later awarded the
class damages and attorney’s fees. The trial court confirmed the award,
and Green Tree appealed, claiming, among other things, that class arbi-
tration was legally impermissible. Lackey and the Buggses also sought
class certification and Green Tree moved to compel arbitration. The
trial court denied Green Tree’s motion, finding the agreement unen-
forceable, but the state appeals court reversed. The parties then chose
an arbitrator, the same arbitrator who was later chosen to arbitrate the
Bazzles’ dispute. The arbitrator certified a class and awarded it dam-
ages and attorney’s fees. The trial court confirmed the award, and
Green Tree appealed. The State Supreme Court withdrew both cases
from the appeals court, assumed jurisdiction, and consolidated the pro-
ceedings. That court held that the contracts were silent in respect to
class arbitration, that they consequently authorized class arbitration,
and that arbitration had properly taken that form.
Held: The judgment is vacated, and the case is remanded.
351 S. C. 244, 569 S. E. 2d 349, vacated and remanded.
Justice Breyer, joined by Justice Scalia, Justice Souter, and
Justice Ginsburg, concluded that an arbitrator must determine
whether the contracts forbid class arbitration. Pp. 450–454.
(a) Green Tree argues that the contracts are not silent—that they
forbid arbitration. If the contracts are not silent, then the state court’s

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445 Cite as: 539 U. S. 444 (2003)
Syllabus
holding is flawed on its own terms; that court neither said nor implied
that it would have authorized class arbitration had the parties’ arbitra-
tion agreement forbidden it. Whether Green Tree is right about the
contracts presents a disputed issue of contract interpretation. The con-
tracts say that disputes “shall be resolved . . . by one arbitrator selected
by us [Green Tree] with consent of you [Green Tree’s customer].” The
class arbitrator was “selected by” Green Tree “with consent of ” Green
Tree’s customers, the named plaintiffs. And insofar as the other class
members agreed to proceed in class arbitration, they consented as well.
Green Tree did not independently select this arbitrator to arbitrate its
dispute with the other class members, but whether the contracts contain
such a requirement is not decided by the literal contract terms.
Whether “selected by [Green Tree]” means “selected by [Green Tree] to
arbitrate this dispute and no other (even identical) dispute with another
customer” is the question at issue: Do the contracts forbid class arbitra-
tion? Given the broad authority they elsewhere bestow upon the arbi-
trator, the answer is not completely obvious. The parties agreed to
submit to the arbitrator “[a]ll disputes, claims, or controversies arising
from or relating to this contract or the relationships which result from
this contract.” And the dispute about what the arbitration contracts
mean is a dispute “relating to this contract” and the resulting “relation-
ships.” Hence the parties seem to have agreed that an arbitrator, not
a judge, would answer the relevant question, and any doubt about the
“ ‘scope of arbitrable issues’ ” should be resolved “ ‘in favor of arbitra-
tion.’ ” Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473
U. S. 614, 626. The question here does not fall into the limited circum-
stances where courts assume that the parties intended courts, not arbi-
trators, to decide a particular arbitration-related matter, as it concerns
neither the arbitration clause’s validity nor its applicability to the under-
lying dispute. The relevant question here is what kind of arbitration
proceeding the parties agreed to, which does not concern a state statute
or judicial procedures, cf. Volt Information Sciences, Inc. v. Board of
Trustees of Leland Stanford Junior Univ., 489 U. S. 468, but rather
contract interpretation and arbitration procedures. Arbitrators are
well situated to answer that question. Pp. 450–453.
(b) With respect to the question whether the contracts forbid class
arbitration, the parties have not yet obtained the arbitration decision
that their contracts foresee. Regarding Bazzle plaintiffs, the State Su-
preme Court wrote that the trial court issued an order granting class
certification and the arbitrator subsequently administered class arbitra-
tion proceedings without the trial court’s further involvement. As for
Lackey plaintiffs, the arbitrator decided to certify the class after the
trial court had determined that the identical contract in the Bazzle case

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446 GREEN TREE FINANCIAL CORP. v. BAZZLE
Syllabus
authorized class arbitration procedures, and there is no question that
the arbitrator was aware of that decision. On balance, there is at least
a strong likelihood that in both proceedings the arbitrator’s decision
reflected a court’s interpretation of the contracts rather than an arbitra-
tor’s interpretation. Pp. 453–454.
Justice Stevens concluded that in order to have a controlling
judgment of the Court, and because Justice Breyer’s opinion ex-
presses a view of the case close to his own, he concurs in the judgment.
Pp. 454–455.
Breyer, J., announced the judgment of the Court and delivered an opin-
ion, in which Scalia, Souter, and Ginsburg, JJ., joined. Stevens, J.,
filed an opinion concurring in the judgment and dissenting in part, post,
p. 454. Rehnquist, C. J., filed a dissenting opinion, in which O’Connor
and Kennedy, JJ., joined, post, p. 455. Thomas, J., filed a dissenting opin-
ion, post, p. 460.
Carter G. Phillips argued the cause for petitioner. With
him on the briefs were Paul J. Zidlicky, Alan S. Kaplinsky,
Mark J. Levin, Wilburn Brewer, Jr., Robert C. Byrd, and
Herbert W. Hamilton.
Cornelia T. L. Pillard argued the cause for respondents.
With her on the brief were Mary Leigh Arnold, Steven W.
Hamm, Bradford P. Simpson, B. Randall Dong, T. Alex-
ander Beard, Charles L. Dibble, and Charles Richard Kelly.*
*Briefs of amici curiae urging reversal were filed for the American
Bankers Association et al. by Louis R. Cohen, Christopher R. Lipsett,
Eric J. Mogilnicki, and Michael D. Leffel; for the Chamber of Commerce
of the United States by Evan M. Tager, Miriam R. Nemetz, Jeffrey W.
Sarles, and Robin S. Conrad; for the National Council of Chain Restau-
rants by Robert P. Floyd III; for DirectTV, Inc., by Christopher Landau
and Dale H. Oliver; for the Equal Employment Advisory Council by Ann
Elizabeth Reesman and Rae T. Vann; for the New England Legal Founda-
tion et al. by Christopher M. Mason and Michael E. Malamut; and for the
Washington Legal Foundation by Daniel J. Popeo and Richard A. Samp.
Briefs of amici curiae urging affirmance were filed for the AARP by
Stacy J. Canan, Michael R. Schuster, Deborah M. Zuckerman, Nina
Simon, and Jean Constantine-Davis; for Law Professors by David S.
Schwartz, Richard M. Alderman, Robert Belton, Dwight Golann, Cather-
ine Fisk, Peter Linzer, Jeffrey W. Stempel, Clyde W. Summers, Katherine

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447 Cite as: 539 U. S. 444 (2003)
Opinion of Breyer, J.
Justice Breyer announced the judgment of the Court
and delivered an opinion, in which Justice Scalia, Justice
Souter, and Justice Ginsburg join.
This case concerns contracts between a commercial lender
and its customers, each of which contains a clause providing
for arbitration of all contract-related disputes. The Su-
preme Court of South Carolina held (1) that the arbitration
clauses are silent as to whether arbitration might take the
form of class arbitration, and (2) that, in that circumstance,
South Carolina law interprets the contracts as permitting
class arbitration. 351 S. C. 244, 569 S. E. 2d 349 (2002). We
granted certiorari to determine whether this holding is con-
sistent with the Federal Arbitration Act, 9 U. S. C. § 1 et seq.
We are faced at the outset with a problem concerning the
contracts’ silence. Are the contracts in fact silent, or do
they forbid class arbitration as petitioner Green Tree Fin-
ancial Corp. contends? Given the South Carolina Supreme
Court’s holding, it is important to resolve that question.
But we cannot do so, not simply because it is a matter of
state law, but also because it is a matter for the arbitrator
to decide. Because the record suggests that the parties
have not yet received an arbitrator’s decision on that ques-
tion of contract interpretation, we vacate the judgment of
the South Carolina Supreme Court and remand the case so
that this question may be resolved in arbitration.
I
In 1995, respondents Lynn and Burt Bazzle secured a
home improvement loan from petitioner Green Tree. The
Van Wezel Stone, and Gerald J. Thain; for the Lawyers’ Committee for
Civil Rights Under Law et al. by Richard T. Seymour, Paul W. Mollica,
Gary T. Johnson, Stuart Meiklejohn, Norman Redlich, Barbara R. Arn-
wine, Thomas J. Henderson, Dennis C. Hayes, Vincent A. Eng, Elaine R.
Jones, Norman J. Chachkin, Robert H. Stroup, Judith L. Lichtman, and
Jocelyn C. Frye; and for Trial Lawyers for Public Justice by F. Paul
Bland, Jr.

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448 GREEN TREE FINANCIAL CORP. v. BAZZLE
Opinion of Breyer, J.
Bazzles and Green Tree entered into a contract, governed by
South Carolina law, which included the following arbitra-
tion clause:
“ARBITRATION—All disputes, claims, or controversies
arising from or relating to this contract or the relation-
ships which result from this contract . . . shall be re-
solved by binding arbitration by one arbitrator selected
by us with consent of you. This arbitration contract is
made pursuant to a transaction in interstate commerce,
and shall be governed by the Federal Arbitration Act at
9 U. S. C. section 1. . . . THE PARTIES VOLUNTAR-
ILY AND KNOWINGLY WAIVE ANY RIGHT THEY
HAVE TO A JURY TRIAL, EITHER PURSUANT TO
ARBITRATION UNDER THIS CLAUSE OR PUR-
SUANT TO A COURT ACTION BY US (AS PRO-
VIDED HEREIN). . . . The parties agree and under-
stand that the arbitrator shall have all powers provided
by the law and the contract. These powers shall in-
clude all legal and equitable remedies, including, but not
limited to, money damages, declaratory relief, and in-
junctive relief.” App. 34 (emphasis added, capitaliza-
tion in original).
Respondents Daniel Lackey and George and Florine Buggs
entered into loan contracts and security agreements for the
purchase of mobile homes with Green Tree. These agree-
ments contained arbitration clauses that were, in all relevant
respects, identical to the Bazzles’ arbitration clause. (Their
contracts substitute the word “you” with the word “Buy-
er[s]” in the italicized phrase.) 351 S. C., at 264, n. 18, 569
S. E. 2d, at 359, n. 18 (emphasis deleted).
At the time of the loan transactions, Green Tree appar-
ently failed to provide these customers with a legally re-
quired form that would have told them that they had a right
to name their own lawyers and insurance agents and would
have provided space for them to write in those names. See

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449 Cite as: 539 U. S. 444 (2003)
Opinion of Breyer, J.
S. C. Code Ann. § 37–10–102 (West 2002). The two sets of
customers before us now as respondents each filed separate
actions in South Carolina state courts, complaining that this
failure violated South Carolina law and seeking damages.
In April 1997, the Bazzles asked the court to certify their
claims as a class action. Green Tree sought to stay the
court proceedings and compel arbitration. On January 5,
1998, the court both (1) certified a class action and (2) en-
tered an order compelling arbitration. App. 7. Green Tree
then selected an arbitrator with the Bazzles’ consent. And
the arbitrator, administering the proceeding as a class arbi-
tration, eventually awarded the class $10,935,000 in statutory
damages, along with attorney’s fees. The trial court con-
firmed the award, App. to Pet. for Cert. 27a–35a, and Green
Tree appealed to the South Carolina Court of Appeals claim-
ing, among other things, that class arbitration was legally
impermissible.
Lackey and the Buggses had earlier begun a similar court
proceeding in which they, too, sought class certification.
Green Tree moved to compel arbitration. The trial court
initially denied the motion, finding the arbitration agreement
unenforceable, but Green Tree pursued an interlocutory ap-
peal and the State Court of Appeals reversed. Lackey v.
Green Tree Financial Corp., 330 S. C. 388, 498 S. E. 2d 898
(1998). The parties then chose an arbitrator, indeed the
same arbitrator who was subsequently selected to arbitrate
the Bazzles’ dispute.
In December 1998, the arbitrator certified a class in arbi-
tration. App. 18. The arbitrator proceeded to hear the
matter, ultimately ruled in favor of the class, and awarded
the class $9,200,000 in statutory damages in addition to attor-
ney’s fees. The trial court confirmed the award. App. to
Pet. for Cert. 36a–54a. Green Tree appealed to the South
Carolina Court of Appeals claiming, among other things, that
class arbitration was legally impermissible.

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450 GREEN TREE FINANCIAL CORP. v. BAZZLE
Opinion of Breyer, J.
The South Carolina Supreme Court withdrew both cases
from the Court of Appeals, assumed jurisdiction, and consoli-
dated the proceedings. 351 S. C., at 249, 569 S. E. 2d, at
351. That court then held that the contracts were silent in
respect to class arbitration, that they consequently author-
ized class arbitration, and that arbitration had properly
taken that form. We granted certiorari to consider whether
that holding is consistent with the Federal Arbitration Act.
II
The South Carolina Supreme Court’s determination that
the contracts are silent in respect to class arbitration raises
a preliminary question. Green Tree argued there, as it ar-
gues here, that the contracts are not silent—that they forbid
class arbitration. And we must deal with that argument at
the outset, for if it is right, then the South Carolina court’s
holding is flawed on its own terms; that court neither said
nor implied that it would have authorized class arbitration
had the parties’ arbitration agreement forbidden it.
Whether Green Tree is right about the contracts them-
selves presents a disputed issue of contract interpretation.
The Chief Justice believes that Green Tree is right; in-
deed, that Green Tree is so clearly right that we should ig-
nore the fact that state law, not federal law, normally gov-
erns such matters, see post, at 454 (Stevens, J., concurring
in judgment and dissenting in part), and reverse the South
Carolina Supreme Court outright, see post, at 458–460
(Rehnquist, C. J., dissenting). The Chief Justice points
out that the contracts say that disputes “shall be resolved . . .
by one arbitrator selected by us [Green Tree] with consent of
you [Green Tree’s customer].” App. to Pet. for Cert. 110a.
See post, at 458. And it finds that class arbitration is clearly
inconsistent with this requirement. After all, class arbitra-
tion involves an arbitration, not simply between Green Tree
and a named customer, but also between Green Tree and
other (represented) customers, all taking place before the

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451 Cite as: 539 U. S. 444 (2003)
Opinion of Breyer, J.
arbitrator chosen to arbitrate the initial, named customer’s
dispute.
We do not believe, however, that the contracts’ language
is as clear as The Chief Justice believes. The class arbi-
trator was “selected by” Green Tree “with consent of ” Green
Tree’s customers, the named plaintiffs. And insofar as the
other class members agreed to proceed in class arbitration,
they consented as well.
Of course, Green Tree did not independently select this
arbitrator to arbitrate its disputes with the other class mem-
bers. But whether the contracts contain this additional re-
quirement is a question that the literal terms of the contracts
do not decide. The contracts simply say (I) “selected by us
[Green Tree].” And that is literally what occurred. The
contracts do not say (II) “selected by us [Green Tree] to arbi-
trate this dispute and no other (even identical) dispute with
another customer.” The question whether (I) in fact implic-
itly means (II) is the question at issue: Do the contracts for-
bid class arbitration? Given the broad authority the con-
tracts elsewhere bestow upon the arbitrator, see, e. g., App.
to Pet. for Cert. 110a (the contracts grant to the arbitrator
“all powers,” including certain equitable powers “provided
by the law and the contract”), the answer to this question is
not completely obvious.
At the same time, we cannot automatically accept the
South Carolina Supreme Court’s resolution of this contract-
interpretation question. Under the terms of the parties’
contracts, the question—whether the agreement forbids
class arbitration—is for the arbitrator to decide. The par-
ties agreed to submit to the arbitrator “[a]ll disputes, claims,
or controversies arising from or relating to this contract or
the relationships which result from this contract.” Ibid.
(emphasis added). And the dispute about what the arbitra-
tion contract in each case means (i. e., whether it forbids the
use of class arbitration procedures) is a dispute “relating to
this contract” and the resulting “relationships.” Hence the

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452 GREEN TREE FINANCIAL CORP. v. BAZZLE
Opinion of Breyer, J.
parties seem to have agreed that an arbitrator, not a judge,
would answer the relevant question. See First Options of
Chicago, Inc. v. Kaplan, 514 U. S. 938, 943 (1995) (arbitration
is a “matter of contract”). And if there is doubt about that
matter—about the “ ‘scope of arbitrable issues’ ”—we should
resolve that doubt “ ‘in favor of arbitration.’ ” Mitsubishi
Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U. S.
614, 626 (1985).
In certain limited circumstances, courts assume that the
parties intended courts, not arbitrators, to decide a particu-
lar arbitration-related matter (in the absence of “clea[r] and
unmistakabl[e]” evidence to the contrary). AT&T Technolo-
gies, Inc. v. Communications Workers, 475 U. S. 643, 649
(1986). These limited instances typically involve matters of
a kind that “contracting parties would likely have expected
a court” to decide. Howsam v. Dean Witter Reynolds, Inc.,
537 U. S. 79, 83 (2002). They include certain gateway mat-
ters, such as whether the parties have a valid arbitration
agreement at all or whether a concededly binding arbitration
clause applies to a certain type of controversy. See gener-
ally Howsam, supra. See also John Wiley & Sons, Inc. v.
Livingston, 376 U. S. 543, 546–547 (1964) (whether an ar-
bitration agreement survives a corporate merger); AT&T,
supra, at 651–652 (whether a labor-management layoff con-
troversy falls within the scope of an arbitration clause).
The question here—whether the contracts forbid class ar-
bitration—does not fall into this narrow exception. It con-
cerns neither the validity of the arbitration clause nor its
applicability to the underlying dispute between the parties.
Unlike First Options, the question is not whether the parties
wanted a judge or an arbitrator to decide whether they
agreed to arbitrate a matter. 514 U. S., at 942–945. Rather
the relevant question here is what kind of arbitration pro-
ceeding the parties agreed to. That question does not con-
cern a state statute or judicial procedures, cf. Volt Informa-
tion Sciences, Inc. v. Board of Trustees of Leland Stanford

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Opinion of Breyer, J.
Junior Univ., 489 U. S. 468, 474–476 (1989). It concerns
contract interpretation and arbitration procedures. Arbi-
trators are well situated to answer that question. Given
these considerations, along with the arbitration contracts’
sweeping language concerning the scope of the questions
committed to arbitration, this matter of contract interpreta-
tion should be for the arbitrator, not the courts, to decide.
Cf. Howsam, supra, at 83 (finding for roughly similar reasons
that the arbitrator should determine a certain procedural
“gateway matter”).
III
With respect to this underlying question—whether the ar-
bitration contracts forbid class arbitration—the parties have
not yet obtained the arbitration decision that their contracts
foresee. As far as concerns the Bazzle plaintiffs, the South
Carolina Supreme Court wrote that the “trial court” issued
“an order granting class certification” and the arbitrator
subsequently “administered” class arbitration proceedings
“without further involvement of the trial court.” 351 S. C.,
at 250–251, 569 S. E. 2d, at 352. Green Tree adds that “the
class arbitration was imposed on the parties and the arbitra-
tor by the South Carolina trial court.” Brief for Petitioner
30. Respondents now deny that this was so, Brief for Re-
spondents 13, but we can find no convincing record support
for that denial.
As far as concerns the Lackey plaintiffs, what happened
in arbitration is less clear. On the one hand, the Lackey
arbitrator (the same individual who later arbitrated the Baz-
zle dispute) wrote: “I determined that a class action should
proceed in arbitration based upon my careful review of the
broadly drafted arbitration clause prepared by Green Tree.”
App. to Pet. for Cert. 84a (emphasis added). And respond-
ents suggested at oral argument that the arbitrator’s deci-
sion was independently made. Tr. of Oral Arg. 39.
On the other hand, the Lackey arbitrator decided this
question after the South Carolina trial court had determined

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454 GREEN TREE FINANCIAL CORP. v. BAZZLE
Opinion of Stevens, J.
that the identical contract in the Bazzle case authorized class
arbitration procedures. And there is no question that the
arbitrator was aware of the Bazzle decision, since the Lackey
plaintiffs had argued to the arbitrator that it should impose
class arbitration procedures in part because the state trial
court in Bazzle had done so. Record on Appeal 516–518.
In the court proceedings below (where Green Tree took the
opposite position), the Lackey plaintiffs maintained that “to
the extent” the arbitrator decided that the contracts permit-
ted class procedures (in the Lackey case or the Bazzle case),
“it was a reaffirmation and/or adoption of [the Bazzle c]ourt’s
prior determination.” Record on Appeal 1708, n. 2. See
also App. 31–32, n. 2.
On balance, there is at least a strong likelihood in Lackey
as well as in Bazzle that the arbitrator’s decision reflected a
court’s interpretation of the contracts rather than an arbitra-
tor’s interpretation. That being so, we remand the case so
that the arbitrator may decide the question of contract inter-
pretation—thereby enforcing the parties’ arbitration agree-
ments according to their terms. 9 U. S. C. § 2; Volt, supra,
at 478–479.
The judgment of the South Carolina Supreme Court is va-
cated, and the case is remanded for further proceedings.
So ordered.
Justice Stevens, concurring in the judgment and dis-
senting in part.
The parties agreed that South Carolina law would govern
their arbitration agreement. The Supreme Court of South
Carolina has held as a matter of state law that class-action
arbitrations are permissible if not prohibited by the applica-
ble arbitration agreement, and that the agreement between
these parties is silent on the issue. 351 S. C. 244, 262–266,
569 S. E. 2d 349, 359–360 (2002). There is nothing in the
Federal Arbitration Act that precludes either of these deter-

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455 Cite as: 539 U. S. 444 (2003)
Rehnquist, C. J., dissenting
minations by the Supreme Court of South Carolina. See
Volt Information Sciences, Inc. v. Board of Trustees of Le-
land Stanford Junior Univ., 489 U. S. 468, 475–476 (1989).
Arguably the interpretation of the parties’ agreement
should have been made in the first instance by the arbitrator,
rather than the court. See Howsam v. Dean Witter Reyn-
olds, Inc., 537 U. S. 79 (2002). Because the decision to con-
duct a class-action arbitration was correct as a matter of law,
and because petitioner has merely challenged the merits of
that decision without claiming that it was made by the wrong
decisionmaker, there is no need to remand the case to correct
that possible error.
Accordingly, I would simply affirm the judgment of the
Supreme Court of South Carolina. Were I to adhere to my
preferred disposition of the case, however, there would be no
controlling judgment of the Court. In order to avoid that
outcome, and because Justice Breyer’s opinion expresses
a view of the case close to my own, I concur in the judgment.
See Screws v. United States, 325 U. S. 91, 134 (1945) (Rut-
ledge, J., concurring in result).
Chief Justice Rehnquist, with whom Justice O’Con-
nor and Justice Kennedy join, dissenting.
The parties entered into contracts with an arbitration
clause that is governed by the Federal Arbitration Act
(FAA), 9 U. S. C. § 1 et seq. The Supreme Court of South
Carolina held that arbitration under the contracts could pro-
ceed as a class action even though the contracts do not by
their terms permit class-action arbitration. The plurality
now vacates that judgment and remands the case for the
arbitrator to make this determination. I would reverse be-
cause this determination is one for the courts, not for the
arbitrator, and the holding of the Supreme Court of South
Carolina contravenes the terms of the contracts and is there-
fore pre-empted by the FAA.

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456 GREEN TREE FINANCIAL CORP. v. BAZZLE
Rehnquist, C. J., dissenting
The agreement to arbitrate involved here, like many such
agreements, is terse. Its operative language is contained in
one sentence:
“All disputes, claims, or controversies arising from or
relating to this contract or the relationships which result
from this contract . . . shall be resolved by binding arbi-
tration by one arbitrator selected by us with consent of
you.” App. 34.
The decision of the arbitrator on matters agreed to be sub-
mitted to him is given considerable deference by the courts.
See Major League Baseball Players Assn. v. Garvey, 532
U. S. 504, 509–510 (2001) (per curiam). The Supreme Court
of South Carolina relied on this principle in deciding that the
arbitrator in this case did not abuse his discretion in allowing
a class action. 351 S. C. 244, 266–268, 569 S. E. 2d 349, 361–
362 (2002). But the decision of what to submit to the arbi-
trator is a matter of contractual agreement by the parties,
and the interpretation of that contract is for the court, not
for the arbitrator. As we stated in First Options of Chi-
cago, Inc. v. Kaplan, 514 U. S. 938, 945 (1995):
“[G]iven the principle that a party can be forced to arbi-
trate only those issues it specifically has agreed to sub-
mit to arbitration, one can understand why courts might
hesitate to interpret silence or ambiguity on the ‘who
should decide arbitrability’ point as giving the arbitra-
tors that power, for doing so might too often force un-
willing parties to arbitrate a matter they reasonably
would have thought a judge, not an arbitrator, would
decide.”
Just as fundamental to the agreement of the parties as
what is submitted to the arbitrator is to whom it is submit-
ted. Those are the two provisions in the sentence quoted
above, and it is difficult to say that one is more important
than the other. I have no hesitation in saying that the
choice of arbitrator is as important a component of the agree-

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457 Cite as: 539 U. S. 444 (2003)
Rehnquist, C. J., dissenting
ment to arbitrate as is the choice of what is to be submitted
to him.
Thus, this case is controlled by First Options, and not by
our more recent decision in Howsam v. Dean Witter Reyn-
olds, Inc., 537 U. S. 79 (2002). There, the agreement pro-
vided that any dispute “shall be determined by arbitration
before any self-regulatory organization or exchange of which
Dean Witter is a member.” Id., at 81 (internal quotation
marks omitted). Howsam chose the National Association of
Securities Dealers (NASD), and agreed to that organization’s
“Uniform Submission Agreement” which provided that the
arbitration would be governed by NASD’s “Code of Arbitra-
tion Procedure.” Id., at 82. That code, in turn, contained
a limitation. This Court held that it was for the arbitrator
to interpret that limitation provision:
“ ‘ “[P]rocedural” questions which grow out of the dis-
pute and bear on its final disposition’ are presumptively
not for the judge, but for an arbitrator, to decide. John
Wiley [& Sons, Inc. v. Livingston, 376 U. S. 543, 557
(1964)] (holding that an arbitrator should decide whether
the first two steps of a grievance procedure were com-
pleted, where these steps are prerequisites to arbitra-
tion). So, too, the presumption is that the arbitrator
should decide ‘allegation[s] of waiver, delay, or a like de-
fense to arbitrability.’ ” Id., at 84.
I think that the parties’ agreement as to how the arbitra-
tor should be selected is much more akin to the agreement
as to what shall be arbitrated, a question for the courts under
First Options, than it is to “allegations of waiver, delay, or
like defenses to arbitrability,” which are questions for the
arbitrator under Howsam.
“States may regulate contracts, including arbitration
clauses, under general contract law principles,” Allied-Bruce
Terminix Cos. v. Dobson, 513 U. S. 265, 281 (1995). “[T]he
interpretation of private contracts is ordinarily a question of

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458 GREEN TREE FINANCIAL CORP. v. BAZZLE
Rehnquist, C. J., dissenting
state law, which this Court does not sit to review.” Volt
Information Sciences, Inc. v. Board of Trustees of Leland
Stanford Junior Univ., 489 U. S. 468, 474 (1989). But “state
law may nonetheless be pre-empted to the extent that it ac-
tually conflicts with federal law—that is, to the extent that
it ‘stands as an obstacle to the accomplishment and execution
of the full purposes and objectives of Congress.’ ” Id., at
477 (quoting Hines v. Davidowitz, 312 U. S. 52, 67 (1941)).
The parties do not dispute that these contracts fall within
the coverage of the FAA. 351 S. C., at 257, 569 S. E. 2d, at
355. The “central purpose” of the FAA is “to ensure that
private agreements to arbitrate are enforced according to
their terms.” Mastrobuono v. Shearson Lehman Hutton,
Inc., 514 U. S. 52, 53–54 (1995) (quoting Volt, supra, at 479
(internal quotation marks omitted)). See also Doctor’s As-
sociates, Inc. v. Casarotto, 517 U. S. 681, 688 (1996); First
Options, supra, at 947. In other words, Congress sought
simply to “place such agreements upon the same footing as
other contracts.” Volt, supra, at 474 (quoting Scherk v.
Alberto-Culver Co., 417 U. S. 506, 511 (1974) (internal quota-
tion marks omitted)). This aim “requires that we rigorously
enforce agreements to arbitrate,” Mitsubishi Motors Corp.
v. Soler Chrysler-Plymouth, Inc., 473 U. S. 614, 626 (1985)
(quoting Dean Witter Reynolds Inc. v. Byrd, 470 U. S. 213,
221 (1985) (internal quotation marks omitted)), in order to
“give effect to the contractual rights and expectations of the
parties,” Volt, supra, at 479. See also Mitsubishi Motors,
supra, at 626 (“[A]s with any other contract, the parties’ in-
tentions control”).
Under the FAA, “parties are generally free to structure
their arbitration agreements as they see fit.” Volt, supra,
at 479. Here, the parties saw fit to agree that any disputes
arising out of the contracts “shall be resolved by binding
arbitration by one arbitrator selected by us with consent of
you.” App. 34. Each contract expressly defines “us” as
petitioner, and “you” as the respondent or respondents

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459 Cite as: 539 U. S. 444 (2003)
Rehnquist, C. J., dissenting
named in that specific contract. Id., at 33 (“ ‘We’ and ‘us’
means the Seller above, its successors and assigns”; “ ‘You’
and ‘your’ means each Buyer above and guarantor, jointly
and severally” (emphasis added)). Each contract also speci-
fies that it governs all “disputes . . . arising from . . . this
contract or the relationships which result from this con-
tract.” Id., at 34 (emphasis added). These provisions,
which the plurality simply ignores, see ante, at 450–451,
make quite clear that petitioner must select, and each buyer
must agree to, a particular arbitrator for disputes between
petitioner and that specific buyer.
While the observation of the Supreme Court of South Car-
olina that the agreement of the parties was silent as to the
availability of class-wide arbitration is literally true, the
imposition of class-wide arbitration contravenes the just-
quoted provision about the selection of an arbitrator. To
be sure, the arbitrator that administered the proceedings
was “selected by [petitioner] with consent of ” the Bazzles,
Lackey, and the Buggses. App. 34–36. But petitioner had
the contractual right to choose an arbitrator for each dispute
with the other 3,734 individual class members, and this right
was denied when the same arbitrator was foisted upon peti-
tioner to resolve those claims as well. Petitioner may well
have chosen different arbitrators for some or all of these
other disputes; indeed, it would have been reasonable for
petitioner to do so, in order to avoid concentrating all of the
risk of substantial damages awards in the hands of a single
arbitrator. As petitioner correctly concedes, Brief for Peti-
tioner 32, 42, the FAA does not prohibit parties from choos-
ing to proceed on a classwide basis. Here, however, the par-
ties simply did not so choose.
“Arbitration under the Act is a matter of consent, not coer-
cion.” Volt, supra, at 479. Here, the Supreme Court of
South Carolina imposed a regime that was contrary to the
express agreement of the parties as to how the arbitra-
tor would be chosen. It did not enforce the “agreemen[t]

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460 GREEN TREE FINANCIAL CORP. v. BAZZLE
Thomas, J., dissenting
to arbitrate . . . according to [its] terms.” Mastrobuono,
supra, at 54 (internal quotation marks omitted). I would
therefore reverse the judgment of the Supreme Court of
South Carolina.
Justice Thomas, dissenting.
I continue to believe that the Federal Arbitration Act
(FAA), 9 U. S. C. § 1 et seq., does not apply to proceedings in
state courts. Allied-Bruce Terminix Cos. v. Dobson, 513
U. S. 265, 285–297 (1995) (Thomas, J., dissenting). See also
Doctor’s Associates, Inc. v. Casarotto, 517 U. S. 681, 689
(1996) (Thomas, J., dissenting). For that reason, the FAA
cannot be a ground for pre-empting a state court’s inter-
pretation of a private arbitration agreement. Accordingly,
I would leave undisturbed the judgment of the Supreme
Court of South Carolina.