HALL STREET ASSOCIATES, L. L. C. v. MATTEL, INC.

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576 OCTOBER TERM, 2007
Syllabus
HALL STREET ASSOCIATES, L. L. C. v. MATTEL, INC.
certiorari to the united states court of appeals for
the ninth circuit
No. 06–989. Argued November 7, 2007—Decided March 25, 2008
The Federal Arbitration Act (FAA), 9 U. S. C. §§ 9–11, provides expedited
judicial review to confirm, vacate, or modify arbitration awards. Under
§ 9, a court “must” confirm an award “unless” it is vacated, modified, or
corrected “as prescribed” in §§ 10 and 11. Section 10 lists grounds for
vacating an award, including where the award was procured by “corrup
tion,” “fraud,” or “undue means,” and where the arbitrators were
“guilty of misconduct,” or “exceeded their powers.” Under § 11, the
grounds for modifying or correcting an award include “evident material
miscalculation,” “evident material mistake,” and “imperfect[ions] in [a]
matter of form not affecting the merits.”
After a bench trial sustained respondent tenant’s (Mattel) right to
terminate its lease with petitioner landlord (Hall Street), the parties
proposed to arbitrate Hall Street’s claim for indemnification of the costs
of cleaning up the lease site. The District Court approved, and entered
as an order, the parties’ arbitration agreement, which, inter alia, re
quired the court to vacate, modify, or correct any award if the arbitra
tor’s conclusions of law were erroneous. The arbitrator decided for
Mattel, but the District Court vacated the award for legal error, ex
pressly invoking the agreement’s legal-error review standard and citing
the Ninth Circuit’s LaPine decision for the proposition that the FAA
allows parties to draft a contract dictating an alternative review stand
ard. On remand, the arbitrator ruled for Hall Street, and the District
Court largely upheld the award, again applying the parties’ stipulated
review standard. The Ninth Circuit reversed, holding the case con
trolled by its Kyocera decision, which had overruled LaPine on the
ground that arbitration-agreement terms fixing the mode of judicial re
view are unenforceable, given the exclusive grounds for vacatur and
modification provided by FAA §§ 10 and 11.
Held:
1. The FAA’s grounds for prompt vacatur and modification of awards
are exclusive for parties seeking expedited review under the FAA.
The Court rejects Hall Street’s two arguments to the contrary. First,
Hall Street submits that expandable judicial review has been accepted
as the law since Wilko v. Swan, 346 U. S. 427. Although a Wilko state
ment—“the interpretations of the law by the arbitrators in contrast to

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Syllabus
manifest disregard are not subject, in the federal courts, to judicial
review for error in interpretation,” id., at 436–437 (emphasis added)—
arguably favors Hall Street’s position, arguable is as far as it goes.
Quite apart from the leap from a supposed judicial expansion by inter
pretation to a private expansion by contract, Hall Street overlooks the
fact that the Wilko statement expressly rejects just what Hall Street
asks for here, general review for an arbitrator’s legal errors. Moreover,
Wilko’s phrasing is too vague to support Hall Street’s interpretation,
since “manifest disregard” can be read as merely referring to the § 10
grounds collectively, rather than adding to them, see, e. g., Mitsubishi
Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U. S. 614, 656, or as
shorthand for the § 10 subsections authorizing vacatur when arbitrators
were “guilty of misconduct” or “exceeded their powers.” Second, Hall
Street says that the agreement to review for legal error ought to prevail
simply because arbitration is a creature of contract, and the FAA is
motivated by a congressional desire to enforce such agreements. Dean
Witter Reynolds Inc. v. Byrd, 470 U. S. 213, 220. This argument comes
up short because, although there may be a general policy favoring arbi
tration, the FAA has textual features at odds with enforcing a contract
to expand judicial review once the arbitration is over. Even assuming
§§ 10 and 11 could be supplemented to some extent, it would stretch
basic interpretive principles to expand their uniformly narrow stated
grounds to the point of legal review generally. But § 9 makes evident
that expanding § 10’s and § 11’s detailed categories at all would rub too
much against the grain: § 9 carries no hint of flexibility in unequivocally
telling courts that they “must” confirm an arbitral award, “unless” it is
vacated or modified “as prescribed” by §§ 10 and 11. Instead of fighting
the text, it makes more sense to see §§ 9–11 as the substance of a na
tional policy favoring arbitration with just the limited review needed to
maintain arbitration’s essential virtue of resolving disputes straight
away. Id., at 217, 219, distinguished. Pp. 584–589.
2. In holding the § 10 and § 11 grounds exclusive with regard to en
forcement under the FAA’s expedited judicial review mechanisms, this
Court decides nothing about other possible avenues for judicial enforce
ment of awards. Accordingly, this case must be remanded for consider
ation of independent issues. Because the arbitration agreement was
entered into during litigation, was submitted to the District Court as a
request to deviate from the standard sequence of litigation procedure,
and was adopted by the court as an order, there is some question
whether it should be treated as an exercise of the District Court’s au
thority to manage its cases under Federal Rule of Civil Procedure 16.
This Court ordered supplemental briefing on the issue, but the parties’
supplemental arguments implicate issues that have not been considered

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578 HALL STREET ASSOCIATES, L. L. C. v. MATTEL, INC.
Opinion of the Court
previously in this litigation and could not be well addressed for the first
time here. Thus, the Court expresses no opinion on these matters be
yond leaving them open for Hall Street to press on remand. Pp. 590–
592.
196 Fed. Appx. 476, vacated and remanded.
Souter, J., delivered the opinion of the Court, in which Roberts, C. J.,
and Thomas, Ginsburg, and Alito, JJ., joined, and in which Scalia, J.,
joined as to all but footnote 7. Stevens, J., filed a dissenting opinion, in
which Kennedy, J., joined, post, p. 592. Breyer, J., filed a dissenting
opinion, post, p. 596.
Carter G. Phillips argued the cause for petitioner. On the
briefs were Michael T. Garone, Michael A. Cohen, Jay T.
Waldron, Sara Kobak, and Virginia A. Seitz.
Beth S. Brinkmann argued the cause for respondent.
With her on the brief were Drew S. Days III, Seth M. Ga
lanter, Ketanji Brown Jackson, Shirley M. Hufstedler, and
Peter Hsiao.*
Justice Souter delivered the opinion of the Court.†
The Federal Arbitration Act (FAA or Act), 9 U. S. C. § 1
et seq., provides for expedited judicial review to confirm, va
cate, or modify arbitration awards. §§ 9–11 (2006 ed.).††
The question here is whether statutory grounds for prompt
vacatur and modification may be supplemented by contract.
We hold that the statutory grounds are exclusive.
*Briefs of amici curiae urging reversal were filed for CTIA–The Wire
less Association by Evan M. Tager, David M. Gossett, and Michael F.
Altschul; for the New England Legal Foundation et al. by Benjamin G.
Robbins and Martin J. Newhouse; and for the Pacific Legal Foundation by
Deborah J. La Fetra and Timothy Sandefur.
Eric P. Tuchmann, William K. Slate II, and David W. Rivkin filed a
brief for the American Arbitration Association as amicus curiae urging
affirmance.
Mark D. Beckett filed a brief for the United States Council for Interna
tional Business as amicus curiae.
†Justice Scalia joins all but footnote 7 of this opinion.
††All undated references in this case to 9 U. S. C. are to the 2006 edition.

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Opinion of the Court
I
This case began as a lease dispute between landlord, peti
tioner Hall Street Associates, L. L. C., and tenant, respond
ent Mattel, Inc. The property was used for many years as
a manufacturing site, and the leases provided that the tenant
would indemnify the landlord for any costs resulting from
the failure of the tenant or its predecessor lessees to follow
environmental laws while using the premises. App. 88–89.
Tests of the property’s well water in 1998 showed high
levels of trichloroethylene (TCE), the apparent residue of
manufacturing discharges by Mattel’s predecessors between
1951 and 1980. After the Oregon Department of Environ
mental Quality (DEQ) discovered even more pollutants,
Mattel stopped drawing from the well and, along with one
of its predecessors, signed a consent order with the DEQ
providing for cleanup of the site.
After Mattel gave notice of intent to terminate the lease
in 2001, Hall Street filed this suit, contesting Mattel’s right
to vacate on the date it gave, and claiming that the lease
obliged Mattel to indemnify Hall Street for costs of cleaning
up the TCE, among other things. Following a bench trial
before the United States District Court for the District of
Oregon, Mattel won on the termination issue, and after an
unsuccessful try at mediating the indemnification claim, the
parties proposed to submit to arbitration. The District
Court was amenable, and the parties drew up an arbitration
agreement, which the court approved and entered as an
order. One paragraph of the agreement provided that
“[t]he United States District Court for the District of
Oregon may enter judgment upon any award, either by
confirming the award or by vacating, modifying or cor
recting the award. The Court shall vacate, modify or
correct any award: (i) where the arbitrator’s findings of
facts are not supported by substantial evidence, or (ii)
where the arbitrator’s conclusions of law are erroneous.”
App. to Pet. for Cert. 16a.

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Arbitration took place, and the arbitrator decided for Mattel.
In particular, he held that no indemnification was due, be
cause the lease obligation to follow all applicable federal,
state, and local environmental laws did not require compli
ance with the testing requirements of the Oregon Drink
ing Water Quality Act (Oregon Act); that Act the arbitrator
characterized as dealing with human health as distinct from
environmental contamination.
Hall Street then filed a District Court Motion for Order
Vacating, Modifying And/Or Correcting Arbitration Accord,
App. 4, on the ground that failing to treat the Oregon Act as
an applicable environmental law under the terms of the lease
was legal error. The District Court agreed, vacated the
award, and remanded for further consideration by the arbi
trator. The court expressly invoked the standard of review
chosen by the parties in the arbitration agreement, which
included review for legal error, and cited LaPine Technology
Corp. v. Kyocera Corp., 130 F. 3d 884, 889 (CA9 1997), for the
proposition that the FAA leaves the parties “free . . . to draft
a contract that sets rules for arbitration and dictates an
alternative standard of review.” App. to Pet. for Cert. 46a.
On remand, the arbitrator followed the District Court’s
ruling that the Oregon Act was an applicable environmental
law and amended the decision to favor Hall Street. This
time, each party sought modification, and again the District
Court applied the parties’ stipulated standard of review for
legal error, correcting the arbitrator’s calculation of interest
but otherwise upholding the award. Each party then ap
pealed to the Court of Appeals for the Ninth Circuit, where
Mattel switched horses and contended that the Ninth Cir
cuit’s recent en banc action overruling LaPine in Kyocera
Corp. v. Prudential-Bache Trade Servs., Inc., 341 F. 3d 987,
1000 (2003), left the arbitration agreement’s provision for ju
dicial review of legal error unenforceable. Hall Street coun
tered that Kyocera (the later one) was distinguishable, and

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that the agreement’s judicial review provision was not sever
able from the submission to arbitration.
The Ninth Circuit reversed in favor of Mattel in holding
that, “[u]nder Kyocera the terms of the arbitration agree
ment controlling the mode of judicial review are unenforce
able and severable.” 113 Fed. Appx. 272, 272–273 (2004).
The Circuit instructed the District Court on remand to
“return to the application to confirm the original arbitra
tion award (not the subsequent award revised after re
versal), and . . . confirm that award, unless . . . the award
should be vacated on the grounds allowable under 9
U. S. C. § 10, or modified or corrected under the grounds
allowable under 9 U. S. C. § 11.” Id., at 273.
After the District Court again held for Hall Street and the
Ninth Circuit again reversed,1 we granted certiorari to de
cide whether the grounds for vacatur and modification pro
vided by §§ 10 and 11 of the FAA are exclusive. 550 U. S.
968 (2007). We agree with the Ninth Circuit that they are,
but vacate and remand for consideration of independent
issues.
II
Congress enacted the FAA to replace judicial indisposition
to arbitration with a “national policy favoring [it] and
plac[ing] arbitration agreements on equal footing with all
other contracts.” Buckeye Check Cashing, Inc. v. Cardegna,
546 U. S. 440, 443 (2006). As for jurisdiction over controver
sies touching arbitration, the Act does nothing, being “some
thing of an anomaly in the field of federal-court jurisdiction”
1 On remand, the District Court vacated the arbitration award because
it supposedly rested on an implausible interpretation of the lease and thus
exceeded the arbitrator’s powers, in violation of 9 U. S. C. § 10. Mattel
appealed, and the Ninth Circuit reversed, holding that implausibility is
not a valid ground for vacating or correcting an award under § 10 or § 11.
196 Fed. Appx. 476, 477–478 (2006).

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in bestowing no federal jurisdiction but rather requiring an
independent jurisdictional basis. Moses H. Cone Memorial
Hospital v. Mercury Constr. Corp., 460 U. S. 1, 25, n. 32
(1983); see, e. g., 9 U. S. C. § 4 (providing for action by a fed
eral district court “which, save for such [arbitration] agree
ment, would have jurisdiction under title 28”).2 But in cases
falling within a court’s jurisdiction, the Act makes contracts
to arbitrate “valid, irrevocable, and enforceable,” so long as
their subject involves “commerce.” § 2. And this is so
whether an agreement has a broad reach or goes just to one
dispute, and whether enforcement be sought in state court
or federal. See ibid.; Southland Corp. v. Keating, 465 U. S.
1, 15–16 (1984).
The Act also supplies mechanisms for enforcing arbitration
awards: a judicial decree confirming an award, an order va
cating it, or an order modifying or correcting it. §§ 9–11.
An application for any of these orders will get streamlined
treatment as a motion, obviating the separate contract action
that would usually be necessary to enforce or tinker with an
arbitral award in court.3 § 6. Under the terms of § 9, a
court “must” confirm an arbitration award “unless” it is va
cated, modified, or corrected “as prescribed” in §§ 10 and 11.
Section 10 lists grounds for vacating an award, while § 11
names those for modifying or correcting one.4
2 Because the FAA is not jurisdictional, there is no merit in the argu
ment that enforcing the arbitration agreement’s judicial review provision
would create federal jurisdiction by private contract. The issue is en
tirely about the scope of judicial review permissible under the FAA.
3 Unlike Justice Stevens, see post, at 595 (dissenting opinion), we un
derstand this expedited review to be what each of the parties understood
it was seeking from time to time; neither party’s pleadings were amended
to raise an independent state-law contract claim or defense specific to the
arbitration agreement.
4 Title 9 U. S. C. § 10(a) (2000 ed., Supp. V) provides in part:
“In any of the following cases the United States court in and for the
district wherein the award was made may make an order vacating the
award upon the application of any party to the arbitration—

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The Courts of Appeals have split over the exclusiveness
of these statutory grounds when parties take the FAA short
cut to confirm, vacate, or modify an award, with some saying
the recitations are exclusive, and others regarding them as
mere threshold provisions open to expansion by agreement.5
“(1) where the award was procured by corruption, fraud, or undue
means;
“(2) where there was evident partiality or corruption in the arbitrators,
or either of them;
“(3) where the arbitrators were guilty of misconduct in refusing to
postpone the hearing, upon sufficient cause shown, or in refusing to hear
evidence pertinent and material to the controversy; or of any other misbe
havior by which the rights of any party have been prejudiced; or
“(4) where the arbitrators exceeded their powers, or so imperfectly
executed them that a mutual, final, and definite award upon the subject
matter submitted was not made.”
Title 9 U. S. C. § 11 (2000 ed.) provides:
“In either of the following cases the United States court in and for the
district wherein the award was made may make an order modifying or
correcting the award upon the application of any party to the arbitration—
“(a) Where there was an evident material miscalculation of figures or
an evident material mistake in the description of any person, thing, or
property referred to in the award.
“(b) Where the arbitrators have awarded upon a matter not submitted
to them, unless it is a matter not affecting the merits of the decision upon
the matter submitted.
“(c) Where the award is imperfect in matter of form not affecting the
merits of the controversy.
“The order may modify and correct the award, so as to effect the intent
thereof and promote justice between the parties.”
5 The Ninth and Tenth Circuits have held that parties may not contract
for expanded judicial review. See Kyocera Corp. v. Prudential-Bache
Trade Servs., Inc., 341 F. 3d 987, 1000 (CA9 2003) (en banc); Bowen v.
Amoco Pipeline Co., 254 F. 3d 925, 936 (CA10 2001). The First, Third,
Fifth, and Sixth Circuits, meanwhile, have held that parties may so con
tract. See Puerto Rico Tel. Co. v. U. S. Phone Mfg. Corp., 427 F. 3d 21,
31 (CA1 2005); Jacada (Europe), Ltd. v. International Marketing Strate
gies, Inc., 401 F. 3d 701, 710 (CA6 2005); Roadway Package System, Inc.
v. Kayser, 257 F. 3d 287, 288 (CA3 2001); Gateway Technologies, Inc. v.
MCI Telecommunications Corp., 64 F. 3d 993, 997 (CA5 1995). The
Fourth Circuit has taken the latter side of the split in an unpublished

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Opinion of the Court
As mentioned already, when this litigation started, the Ninth
Circuit was on the threshold side of the split, see LaPine,
130 F. 3d, at 889, from which it later departed en banc in
favor of the exclusivity view, see Kyocera, 341 F. 3d, at 1000,
which it followed in this case, see 113 Fed. Appx., at
273. We now hold that §§ 10 and 11 respectively provide
the FAA’s exclusive grounds for expedited vacatur and
modification.
III
Hall Street makes two main efforts to show that the
grounds set out for vacating or modifying an award are not
exclusive, taking the position, first, that expandable judicial
review authority has been accepted as the law since Wilko
v. Swan, 346 U. S. 427 (1953). This, however, was not what
Wilko decided, which was that § 14 of the Securities Act of
1933 voided any agreement to arbitrate claims of violations
of that Act, see id., at 437–438, a holding since overruled by
Rodriguez de Quijas v. Shearson/American Express, Inc.,
490 U. S. 477, 484 (1989). Although it is true that the
Court’s discussion includes some language arguably favoring
Hall Street’s position, arguable is as far as it goes.
The Wilko Court was explaining that arbitration would
undercut the Securities Act’s buyer protections when it re
marked (citing FAA § 10) that “[p]ower to vacate an [arbitra
tion] award is limited,” 346 U. S., at 436, and went on to say
that “the interpretations of the law by the arbitrators in con
trast to manifest disregard [of the law] are not subject, in
the federal courts, to judicial review for error in interpreta
tion,” id., at 436–437. Hall Street reads this statement as
recognizing “manifest disregard of the law” as a further
ground for vacatur on top of those listed in § 10, and some
Circuits have read it the same way. See, e. g., McCarthy v.
opinion, see Syncor Int’l Corp. v. McLeland, 120 F. 3d 262 (1997), while
the Eighth Circuit has expressed agreement with the former side in dicta,
see UHC Management Co. v. Computer Sciences Corp., 148 F. 3d 992,
997–998 (1998).

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Citigroup Global Markets, Inc., 463 F. 3d 87, 91 (CA1 2006);
Hoeft v. MVL Group, Inc., 343 F. 3d 57, 64 (CA2 2003); Pres
tige Ford v. Ford Dealer Computer Servs., Inc., 324 F. 3d
391, 395–396 (CA5 2003); Scott v. Prudential Securities, Inc.,
141 F. 3d 1007, 1017 (CA11 1998). Hall Street sees this sup
posed addition to § 10 as the camel’s nose: if judges can add
grounds to vacate (or modify), so can contracting parties.
But this is too much for Wilko to bear. Quite apart from
its leap from a supposed judicial expansion by interpretation
to a private expansion by contract, Hall Street overlooks the
fact that the statement it relies on expressly rejects just
what Hall Street asks for here, general review for an arbitra
tor’s legal errors. Then there is the vagueness of Wilko’s
phrasing. Maybe the term “manifest disregard” was meant
to name a new ground for review, but maybe it merely re
ferred to the § 10 grounds collectively, rather than adding
to them. See, e. g., Mitsubishi Motors Corp. v. Soler
Chrysler-Plymouth, Inc., 473 U. S. 614, 656 (1985) (Stevens,
J., dissenting) (“Arbitration awards are only reviewable for
manifest disregard of the law, 9 U. S. C. §§ 10, 207”); I/S
Stavborg v. National Metal Converters, Inc., 500 F. 2d 424,
431 (CA2 1974). Or, as some courts have thought, “mani
fest disregard” may have been shorthand for § 10(a)(3) or
§ 10(a)(4), the paragraphs authorizing vacatur when the arbi
trators were “guilty of misconduct” or “exceeded their pow
ers.” See, e. g., Kyocera, supra, at 997. We, when speaking
as a Court, have merely taken the Wilko language as we
found it, without embellishment, see First Options of Chi
cago, Inc. v. Kaplan, 514 U. S. 938, 942 (1995), and now that
its meaning is implicated, we see no reason to accord it the
significance that Hall Street urges.
Second, Hall Street says that the agreement to review for
legal error ought to prevail simply because arbitration is a
creature of contract, and the FAA is “motivated, first and
foremost, by a congressional desire to enforce agreements
into which parties ha[ve] entered.” Dean Witter Reynolds

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Inc. v. Byrd, 470 U. S. 213, 220 (1985). But, again, we think
the argument comes up short. Hall Street is certainly right
that the FAA lets parties tailor some, even many, features
of arbitration by contract, including the way arbitrators are
chosen, what their qualifications should be, which issues are
arbitrable, along with procedure and choice of substantive
law. But to rest this case on the general policy of treating
arbitration agreements as enforceable as such would be to
beg the question, which is whether the FAA has textual fea
tures at odds with enforcing a contract to expand judicial
review following the arbitration.
To that particular question we think the answer is yes,
that the text compels a reading of the §§ 10 and 11 categories
as exclusive. To begin with, even if we assumed §§ 10 and
11 could be supplemented to some extent, it would stretch
basic interpretive principles to expand the stated grounds to
the point of evidentiary and legal review generally. Sec
tions 10 and 11, after all, address egregious departures from
the parties’ agreed-upon arbitration: “corruption,” “fraud,”
“evident partiality,” “misconduct,” “misbehavior,” “exceed
[ing] . . . powers,” “evident material miscalculation,” “evident
material mistake,” “award[s] upon a matter not submitted”;
the only ground with any softer focus is “imperfect[ions],”
and a court may correct those only if they go to “[a] matter
of form not affecting the merits.” Given this emphasis on
extreme arbitral conduct, the old rule of ejusdem generis has
an implicit lesson to teach here. Under that rule, when a
statute sets out a series of specific items ending with a gen
eral term, that general term is confined to covering subjects
comparable to the specifics it follows. Since a general term
included in the text is normally so limited, then surely a stat
ute with no textual hook for expansion cannot authorize con
tracting parties to supplement review for specific instances
of outrageous conduct with review for just any legal error.
“Fraud” and a mistake of law are not cut from the same cloth.

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That aside, expanding the detailed categories would rub
too much against the grain of the § 9 language, where provi
sion for judicial confirmation carries no hint of flexibility.
On application for an order confirming the arbitration award,
the court “must grant” the order “unless the award is va
cated, modified, or corrected as prescribed in sections 10 and
11 of this title.” There is nothing malleable about “must
grant,” which unequivocally tells courts to grant confirma
tion in all cases, except when one of the “prescribed” excep
tions applies. This does not sound remotely like a provision
meant to tell a court what to do just in case the parties say
nothing else.6
In fact, anyone who thinks Congress might have under
stood § 9 as a default provision should turn back to § 5 for an
example of what Congress thought a default provision would
look like:
6 Hall Street claims that § 9 supports its position, because it allows a
court to confirm an award only “[i]f the parties in their agreement have
agreed that a judgment of the court shall be entered upon the award made
pursuant to the arbitration.” Hall Street argues that this language “ex
presses Congress’s intent that a court must enforce the agreement of the
parties as to whether, and under what circumstances, a judgment shall be
entered.” Reply Brief for Petitioner 5; see also Brief for Petitioner 22–24.
It is a peculiar argument, converting agreement as a necessary condition
for judicial enforcement into a sufficient condition for a court to bar en
forcement. And the text is otherwise problematical for Hall Street: § 9
says that if the parties have agreed to judicial enforcement, the court
“must grant” confirmation unless grounds for vacatur or modification exist
under § 10 or § 11. The sentence nowhere predicates the court’s judicial
action on the parties’ having agreed to specific standards; if anything, it
suggests that, so long as the parties contemplated judicial enforcement,
the court must undertake such enforcement under the statutory criteria.
In any case, the arbitration agreement here did not specifically predicate
entry of judgment on adherence to its judicial review standard. See App.
to Pet. for Cert. 15a. To the extent Hall Street argues otherwise, it con
tests not the meaning of the FAA but the Ninth Circuit’s severability
analysis, upon which it did not seek certiorari.

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“[i]f in the agreement provision be made for a method
of naming or appointing an arbitrator . . . such method
shall be followed; but if no method be provided therein,
or if a method be provided and any party thereto shall
fail to avail himself of such method, . . . then upon the
application of either party to the controversy the court
shall designate and appoint an arbitrator . . . .”
“[I]f no method be provided” is a far cry from “must grant . . .
unless” in § 9.
Instead of fighting the text, it makes more sense to see the
three provisions, §§ 9–11, as substantiating a national policy
favoring arbitration with just the limited review needed to
maintain arbitration’s essential virtue of resolving disputes
straightaway. Any other reading opens the door to the
full-bore legal and evidentiary appeals that can “rende[r] in
formal arbitration merely a prelude to a more cumbersome
and time-consuming judicial review process,” Kyocera, 341
F. 3d, at 998; cf. Ethyl Corp. v. United Steelworkers of
America, 768 F. 2d 180, 184 (CA7 1985), and bring arbitration
theory to grief in postarbitration process.
Nor is Dean Witter, 470 U. S. 213, to the contrary, as Hall
Street claims it to be. Dean Witter held that state-law
claims subject to an agreement to arbitrate could not be re
mitted to a district court considering a related, nonarbitrable
federal claim; the state-law claims were to go to arbitration
immediately. Id., at 217. Despite the opinion’s language
“reject[ing] the suggestion that the overriding goal of the
[FAA] was to promote the expeditious resolution of claims,”
id., at 219, the holding mandated immediate enforcement of
an arbitration agreement; the Court was merely trying to
explain that the inefficiency and difficulty of conducting si
multaneous arbitration and federal-court litigation was not a
good enough reason to defer the arbitration, see id., at 217.
When all these arguments based on prior legal authority
are done with, Hall Street and Mattel remain at odds over
what happens next. Hall Street and its amici say parties

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589 Cite as: 552 U. S. 576 (2008)
Opinion of the Court
will flee from arbitration if expanded review is not open to
them. See, e. g., Brief for Petitioner 39; Brief for New Eng
land Legal Foundation et al. as Amici Curiae 15. One of
Mattel’s amici foresees flight from the courts if it is. See
Brief for United States Council for International Business as
Amicus Curiae 29–30. We do not know who, if anyone, is
right, and so cannot say whether the exclusivity reading of
the statute is more of a threat to the popularity of arbitrators
or to that of courts. But whatever the consequences of our
holding, the statutory text gives us no business to expand
the statutory grounds.7
7 The history of the FAA is consistent with our conclusion. The text of
the FAA was based upon that of New York’s arbitration statute. See
S. Rep. No. 536, 68th Cong., 1st Sess., 3 (1924) (“The bill . . . follows the
lines of the New York arbitration law enacted in 1920 . . . ”). The New
York Arbitration Law incorporated pre-existing provisions of the New
York Code of Civil Procedure. See 1920 N. Y. Laws p. 806. Section 2373
of the code said that, upon application by a party for a confirmation order,
“the court must grant such an order, unless the award is vacated, modified,
or corrected, as prescribed by the next two sections.” 2 N. Y. Ann. Code
Civ. Proc. (Stover 6th ed. 1902) (hereinafter Stover). The subsequent sec
tions gave grounds for vacatur and modification or correction virtually
identical to the 9 U. S. C. §§ 10 and 11 grounds. See 2 Stover §§ 2374,
2375.
In a brief submitted to the House and Senate Subcommittees of the
Committees on the Judiciary, Julius Henry Cohen, one of the primary
drafters of both the 1920 New York Act and the proposed FAA, said, “The
grounds for vacating, modifying, or correcting an award are limited. If
the award [meets a condition of § 10], then and then only the award may
be vacated. . . . If there was [an error under § 11], then and then only it
may be modified or corrected . . . .” Arbitration of Interstate Commercial
Disputes, Joint Hearings before the Subcommittees of the Committees on
the Judiciary on S. 1005 and H. R. 646, 68th Cong., 1st Sess., 34 (1924).
The House Report similarly recognized that an “award may . . . be entered
as a judgment, subject to attack by the other party for fraud and corrup
tion and similar undue influence, or for palpable error in form.” H. R.
Rep. No. 96, 68th Cong., 1st Sess., 2 (1924).
In a contemporaneous campaign for the promulgation of a uniform state
arbitration law, Cohen contrasted the New York Act with the Illinois Arbi
tration and Awards Act of 1917, which required an arbitrator, at the re

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590 HALL STREET ASSOCIATES, L. L. C. v. MATTEL, INC.
Opinion of the Court
IV
In holding that §§ 10 and 11 provide exclusive regimes for
the review provided by the statute, we do not purport to say
that they exclude more searching review based on authority
outside the statute as well. The FAA is not the only way
into court for parties wanting review of arbitration awards:
they may contemplate enforcement under state statutory or
common law, for example, where judicial review of different
scope is arguable. But here we speak only to the scope of
the expeditious judicial review under §§ 9, 10, and 11, decid
ing nothing about other possible avenues for judicial enforce
ment of arbitration awards.
Although one such avenue is now claimed to be revealed
in the procedural history of this case, no claim to it was pre
sented when the case arrived on our doorstep, and no reason
then appeared to us for treating this as anything but an FAA
case. There was never any question about meeting the FAA
§ 2 requirement that the leases from which the dispute arose
be contracts “involving commerce.” 9 U. S. C. § 2; see
Allied-Bruce Terminix Cos. v. Dobson, 513 U. S. 265, 277
(1995) (§ 2 “exercise[s] Congress’ commerce power to the
full”). Nor is there any doubt now that the parties at least
had the FAA in mind at the outset; the arbitration agree
ment even incorporates FAA § 7, empowering arbitrators to
compel attendance of witnesses. App. to Pet. for Cert. 13a.
While it is true that the agreement does not expressly in
voke FAA § 9, § 10, or § 11, and none of the various motions
to vacate or modify the award expressly said that the parties
were relying on the FAA, the District Court apparently
thought it was applying the FAA when it alluded to the
Act in quoting LaPine, 130 F. 3d, at 889, for the then
unexceptional proposition that “ ‘[f]ederal courts can expand
quest of either party, to submit any question of law arising during arbitra
tion to judicial determination. See Handbook of the National Conference
of Commissioners on Uniform State Laws and Proceedings 97–98 (1924);
1917 Ill. Laws p. 203.

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Opinion of the Court
their review of an arbitration award beyond the FAA’s
grounds, when . . . the parties have so agreed.’ ” App. to
Pet. for Cert. 46a. And the Ninth Circuit, for its part,
seemed to take it as a given that the District Court’s direct
and prompt examination of the award depended on the FAA;
it found the expanded-review provision unenforceable under
Kyocera and remanded for confirmation of the original
award “unless the district court determines that the award
should be vacated on the grounds allowable under 9 U. S. C.
§ 10, or modified or corrected under the grounds allowable
under 9 U. S. C. § 11.” 113 Fed. Appx., at 273. In the peti
tion for certiorari and the principal briefing before us, the
parties acted on the same premise. See, e. g., Pet. for Cert.
27 (“This Court should accept review to resolve this impor
tant issue of statutory construction under the FAA”); Brief
for Petitioner 16 (“Because arbitration provisions providing
for judicial review of arbitration awards for legal error are
consistent with the goals and policies of the FAA and employ
a standard of review which district courts regularly apply in
a variety of contexts, those provisions are entitled to en
forcement under the FAA”).
One unusual feature, however, prompted some of us to
question whether the case should be approached another
way. The arbitration agreement was entered into in the
course of district-court litigation, was submitted to the Dis
trict Court as a request to deviate from the standard se
quence of trial procedure, and was adopted by the District
Court as an order. See App. 46–47; App. to Pet. for Cert.
4a–8a. Hence a question raised by this Court at oral argu
ment: should the agreement be treated as an exercise of the
District Court’s authority to manage its cases under Federal
Rule of Civil Procedure 16? See, e. g., Tr. of Oral Arg. 11–
12. Supplemental briefing at the Court’s behest joined issue
on the question, and it appears that Hall Street suggested
something along these lines in the Court of Appeals, which
did not address the suggestion.

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592 HALL STREET ASSOCIATES, L. L. C. v. MATTEL, INC.
Stevens, J., dissenting
We are, however, in no position to address the question
now, beyond noting the claim of relevant case management
authority independent of the FAA. The parties’ supplemen
tal arguments on the subject in this Court implicate issues
of waiver and the relation of the FAA both to Rule 16 and
the Alternative Dispute Resolution Act of 1998, 28 U. S. C.
§ 651 et seq., none of which has been considered previously in
this litigation, or could be well addressed for the first time
here. We express no opinion on these matters beyond leav
ing them open for Hall Street to press on remand. If the
Court of Appeals finds they are open, the court may consider
whether the District Court’s authority to manage litigation
independently warranted that court’s order on the mode of
resolving the indemnification issues remaining in this case.
* * *
Although we agree with the Ninth Circuit that the FAA
confines its expedited judicial review to the grounds listed in
9 U. S. C. §§ 10 and 11, we vacate the judgment and remand
the case for proceedings consistent with this opinion.
It is so ordered.
Justice Stevens, with whom Justice Kennedy joins,
dissenting.
May parties to an ongoing lawsuit agree to submit their
dispute to arbitration subject to the caveat that the trial
judge should refuse to enforce an award that rests on an
erroneous conclusion of law? Prior to Congress’ enactment
of the Federal Arbitration Act (FAA or Act) in 1925, the
answer to that question would surely have been “Yes.” 1
Today, however, the Court holds that the FAA does not
1 See Kleine v. Catara, 14 F. Cas. 732, 735 (CC Mass. 1814) (Story, J.)
(“If the parties wish to reserve the law for the decision of the court, they
may stipulate to that effect in the submission; they may restrain or enlarge
its operation as they please”).

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Stevens, J., dissenting
merely authorize the vacation or enforcement of awards on
specified grounds, but also forbids enforcement of perfectly
reasonable judicial review provisions in arbitration agree
ments fairly negotiated by the parties and approved by the
district court. Because this result conflicts with the pri
mary purpose of the FAA and ignores the historical context
in which the Act was passed, I respectfully dissent.
Prior to the passage of the FAA, American courts were
generally hostile to arbitration. They refused, with rare ex
ceptions, to order specific enforcement of executory agree
ments to arbitrate.2 Section 2 of the FAA responded to this
hostility by making written arbitration agreements “valid,
irrevocable, and enforceable.” 9 U. S. C. § 2. This section,
which is the centerpiece of the FAA, reflects Congress’ main
goal in passing the legislation: “to abrogate the general
common-law rule against specific enforcement of arbitration
agreements,” Southland Corp. v. Keating, 465 U. S. 1, 18
(1984) (Stevens, J., concurring in part and dissenting in
part), and to “ensur[e] that private arbitration agreements
are enforced according to their terms,” Volt Information
Sciences, Inc. v. Board of Trustees of Leland Stanford Ju
nior Univ., 489 U. S. 468, 478 (1989). Given this settled un
derstanding of the core purpose of the FAA, the interests
favoring enforceability of parties’ arbitration agreements are
stronger today than before the FAA was enacted. As such,
there is more—and certainly not less—reason to give effect
to parties’ fairly negotiated decisions to provide for judicial
review of arbitration awards for errors of law.
Petitioner filed this rather complex action in an Oregon
state court. Based on the diverse citizenship of the parties,
respondent removed the case to federal court. More than
three years later, and after some issues had been resolved,
2 See Red Cross Line v. Atlantic Fruit Co., 264 U. S. 109, 120–122 (1924);
The Atlanten, 252 U. S. 313, 315–316 (1920). Although agreements to ar
bitrate were not specifically enforceable, courts did award nominal dam
ages for the breach of such contracts.

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594 HALL STREET ASSOCIATES, L. L. C. v. MATTEL, INC.
Stevens, J., dissenting
the parties sought and obtained the District Court’s approval
of their agreement to arbitrate the remaining issues subject
to de novo judicial review. They neither requested, nor sug
gested that the FAA authorized, any “expedited” disposition
of their case. Because the arbitrator made a rather glaring
error of law, the judge refused to affirm his award until after
that error was corrected. The Ninth Circuit reversed.
This Court now agrees with the Ninth Circuit’s (most re
cent) interpretation of the FAA as setting forth the exclusive
grounds for modification or vacation of an arbitration award
under the statute. As I read the Court’s opinion, it identi
fies two possible reasons for reaching this result: (1) a sup
posed quid pro quo bargain between Congress and litigants
that conditions expedited federal enforcement of arbitration
awards on acceptance of a statutory limit on the scope of
judicial review of such awards; and (2) an assumption that
Congress intended to include the words “and no other” in
the grounds specified in §§ 10 and 11 for the vacatur and mod
ification of awards. Neither reason is persuasive.
While § 9 of the FAA imposes a 1-year limit on the time
in which any party to an arbitration may apply for confirma
tion of an award, the statute does not require that the appli
cation be given expedited treatment. Of course, the prem
ise of the entire statute is an assumption that the arbitration
process may be more expeditious and less costly than ordi
nary litigation, but that is a reason for interpreting the stat
ute liberally to favor the parties’ use of arbitration. An un
necessary refusal to enforce a perfectly reasonable category
of arbitration agreements defeats the primary purpose of
the statute.
That purpose also provides a sufficient response to the
Court’s reliance on statutory text. It is true that a wooden
application of “the old rule of ejusdem generis,” ante, at 586,
might support an inference that the categories listed in §§ 10
and 11 are exclusive, but the literal text does not compel
that reading—a reading that is flatly inconsistent with the

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Stevens, J., dissenting
overriding interest in effectuating the clearly expressed in
tent of the contracting parties. A listing of grounds that
must always be available to contracting parties simply does
not speak to the question whether they may agree to addi
tional grounds for judicial review.
Moreover, in light of the historical context and the broader
purpose of the FAA, §§ 10 and 11 are best understood as a
shield meant to protect parties from hostile courts, not a
sword with which to cut down parties’ “valid, irrevocable and
enforceable” agreements to arbitrate their disputes subject
to judicial review for errors of law.3 § 2.
Even if I thought the narrow issue presented in this case
were as debatable as the conflict among the courts of appeals
suggests, I would rely on a presumption of overriding impor
tance to resolve the debate and rule in favor of petitioner’s
position that the FAA permits the statutory grounds for
vacatur and modification of an award to be supplemented
by contract. A decision “not to regulate” the terms of an
agreement that does not even arguably offend any public pol
icy whatsoever “is adequately justified by a presumption
in favor of freedom. ” FCC v. Beach Communications,
Inc., 508 U. S. 307, 320 (1993) (Stevens, J., concurring in
judgment).
Accordingly, while I agree that the judgment of the Court
of Appeals must be set aside, and that there may be addi
tional avenues available for judicial enforcement of parties’
fairly negotiated review provisions, see, ante, at 590–592,
I respectfully dissent from the Court’s interpretation of the
3 In the years before the passage of the FAA, arbitration awards were
subject to thorough and broad judicial review. See Cohen & Dayton, The
New Federal Arbitration Law, 12 Va. L. Rev. 265, 270–271 (1926); Cullinan,
Contracting for an Expanded Scope of Judicial Review in Arbitration
Agreements, 51 Vand. L. Rev. 395, 409 (1998). In §§ 10 and 11 of the
FAA, Congress significantly limited the grounds for judicial vacatur or
modification of such awards in order to protect arbitration awards from
hostile and meddlesome courts.

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596 HALL STREET ASSOCIATES, L. L. C. v. MATTEL, INC.
Breyer, J., dissenting
FAA, and would direct the Court of Appeals to affirm the
judgment of the District Court enforcing the arbitrator’s
final award.
Justice Breyer, dissenting.
The question presented in this case is whether “the Fed
eral Arbitration Act . . . precludes a federal court from en
forcing” an arbitration agreement that gives the court the
power to set aside an arbitration award that embodies an
arbitrator’s mistake about the law. Pet. for Cert. i. Like
the majority and Justice Stevens, and primarily for the
reasons they set forth, I believe that the Act does not pre
clude enforcement of such an agreement. See ante, at 590
(opinion of the Court) (The Act “is not the only way into
court for parties wanting review of arbitration awards”);
ante, at 595 (Stevens, J., dissenting) (The Act is a “shield
meant to protect parties from hostile courts, not a sword
with which to cut down parties’ ‘valid, irrevocable and en
forceable’ agreements to arbitrate their disputes subject to
judicial review for errors of law”).
At the same time, I see no need to send the case back for
further judicial decisionmaking. The agreement here was
entered into with the consent of the parties and the approval
of the District Court. Aside from the Federal Arbitration
Act itself, 9 U. S. C. § 1 et seq., respondent below pointed to
no statute, rule, or other relevant public policy that the
agreement might violate. The Court has now rejected its
argument that the agreement violates the Act, and I would
simply remand the case with instructions that the Court of
Appeals affirm the District Court’s judgment enforcing the
arbitrator’s final award.