HOWSAM, individually and as trustee for the E. RICHARD HOWSAM, JR., IRREVOCABLE LIFE INSURANCE TRUST DATED MAY 14, 1982 v. DEAN WITTER REYNOLDS, INC.

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79 OCTOBER TERM, 2002
Syllabus
HOWSAM, individually and as trustee for the E.
RICHARD HOWSAM, JR., IRREVOCABLE LIFE
INSURANCE TRUST DATED MAY 14, 1982
v. DEAN WITTER REYNOLDS, INC.
certiorari to the united states court of appeals for
the tenth circuit
No. 01–800. Argued October 9, 2002—Decided December 10, 2002
Per respondent Dean Witter Reynolds, Inc.’s standard client agreement,
petitioner Howsam chose to arbitrate her dispute with the company be-
fore the National Association of Securities Dealers (NASD). NASD’s
Code of Arbitration Procedure § 10304 states that no dispute “shall be
eligible for submission . . . where six (6) years have elapsed from the
occurrence or event giving rise to the . . . dispute.” Dean Witter filed
this suit, asking the Federal District Court to declare the dispute ineli-
gible for arbitration because it was more than six years old and seeking
an injunction to prohibit Howsam from proceeding in arbitration. The
court dismissed the action, stating that the NASD arbitrator should
interpret and apply the NASD rule. In reversing, the Tenth Circuit
found that the rule’s application presented a question of the underlying
dispute’s “arbitrability”; and the presumption is that a court will ordi-
narily decide an arbitrability question.
Held: An NASD arbitrator should apply the time limit rule to the under-
lying dispute. Pp. 83–86.
(a) “[A]rbitration is a matter of contract and a party cannot be re-
quired to submit to arbitration any dispute which he has not agreed so
to submit.” Steelworkers v. Warrior & Gulf Nav. Co., 363 U. S. 574,
582. The question whether parties have submitted a particular dispute
to arbitration, i. e., the “question of arbitrability,” is “an issue for judi-
cial determination [u]nless the parties clearly and unmistakably provide
otherwise.” AT&T Technologies, Inc. v. Communications Workers,
475 U. S. 643, 649. The phrase “question of arbitrability” has a limited
scope, applicable in the kind of narrow circumstance where contracting
parties would likely have expected a court to have decided the gateway
matter. But the phrase is not applicable in other kinds of general cir-
cumstance where parties would likely expect that an arbitrator would
decide the question—“ ‘procedural’ questions which grow out of the dis-
pute and bear on its final disposition,” John Wiley & Sons, Inc. v. Liv-
ingston, 376 U. S. 543, 557, and “allegation[s] of waiver, delay, or a like

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80 HOWSAM v. DEAN WITTER REYNOLDS, INC.
Syllabus
defense to arbitrability,” Moses H. Cone Memorial Hospital v. Mercury
Constr. Corp., 460 U. S. 1, 24–25. Following this precedent, the applica-
tion of the NASD rule is not a “question of arbitrability” but an “aspec[t]
of the [controversy] which called the grievance procedures into play.”
John Wiley & Sons, Inc., supra, at 559. NASD arbitrators, compara-
tively more expert about their own rule’s meaning, are comparatively
better able to interpret and to apply it. In the absence of any state-
ment to the contrary in the arbitration agreement, it is reasonable to
infer that the parties intended the agreement to reflect that understand-
ing. And for the law to assume an expectation that aligns (1) decision-
maker with (2) comparative expertise will help better to secure the un-
derlying controversy’s fair and expeditious resolution. Pp. 83–86.
(b) Dean Witter’s argument that, even without an antiarbitration pre-
sumption, the contracts call for judicial determination is unpersuasive.
The word “eligible” in the NASD Code’s time limit rule does not, as
Dean Witter claims, indicate the parties’ intent for the rule to be re-
solved by the court prior to arbitration. Parties to an arbitration con-
tract would normally expect a forum-based decisionmaker to decide
forum-specific procedural gateway matters, and any temptation here to
place special antiarbitration weight on the word “eligible” in § 10304 is
counterbalanced by the NASD rule that “arbitrators shall be empow-
ered to interpret and determine the applicability” of all code provisions,
§ 10324. P. 86.
261 F. 3d 956, reversed.
Breyer, J., delivered the opinion of the Court, in which Rehnquist,
C. J., and Stevens, Scalia, Kennedy, Souter, and Ginsburg, JJ.,
joined. Thomas, J., filed an opinion concurring in the judgment, post,
p. 87. O’Connor, J., took no part in the consideration or decision of the
case.
Alan C. Friedberg argued the cause and filed briefs for
petitioner.
Matthew D. Roberts argued the cause for the Securities
and Exchange Commission as amicus curiae urging rever-
sal. With him on the brief were Solicitor General Olson,
Deputy Solicitor General Kneedler, Meyer Eisenberg, Jacob
H. Stillman, and Mark Pennington.
Kenneth W. Starr argued the cause for respondent. With
him on the brief were Steven G. Bradbury, Daryl Joseffer,

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81 Cite as: 537 U. S. 79 (2002)
Opinion of the Court
Ashley C. Parrish, Donald G. Kempf, Jr., and Bradford D.
Kaufman.*
Justice Breyer delivered the opinion of the Court.
This case focuses upon an arbitration rule of the National
Association of Securities Dealers (NASD). The rule states
that no dispute “shall be eligible for submission to ar-
bitration . . . where six (6) years have elapsed from the
occurrence or event giving rise to the . . . dispute.” NASD
Code of Arbitration Procedure § 10304 (1984) (NASD Code
or Code). We must decide whether a court or an NASD
arbitrator should apply the rule to the underlying contro-
versy. We conclude that the matter is for the arbitrator.
I
The underlying controversy arises out of investment ad-
vice that Dean Witter Reynolds, Inc. (Dean Witter), provided
its client, Karen Howsam, when, some time between 1986
and 1994, it recommended that she buy and hold interests in
four limited partnerships. Howsam says that Dean Witter
misrepresented the virtues of the partnerships. The result-
ing controversy falls within their standard Client Service
Agreement’s arbitration clause, which provides:
“[A]ll controversies . . . concerning or arising from . . .
any account . . . , any transaction . . . , or . . . the construc-
tion, performance or breach of . . . any . . . agreement
between us . . . shall be determined by arbitration before
any self-regulatory organization or exchange of which
Dean Witter is a member.” App. 6–7.
*Briefs of amici curiae urging affirmance were filed for the Competitive
Enterprise Institute by C. Boyden Gray and James V. DeLong; and for the
Securities Industry Association by Douglas R. Cox and Stuart J. Kaswell.
F. Paul Bland, Jr., Deborah M. Zuckerman, and Michael R. Schuster
filed a brief for Trial Lawyers for Public Justice et al. as amici curiae.

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82 HOWSAM v. DEAN WITTER REYNOLDS, INC.
Opinion of the Court
The agreement also provides that Howsam can select the
arbitration forum. And Howsam chose arbitration before
the NASD.
To obtain NASD arbitration, Howsam signed the NASD’s
Uniform Submission Agreement. That agreement specified
that the “present matter in controversy” was submitted for
arbitration “in accordance with” the NASD’s “Code of Arbi-
tration Procedure.” Id., at 24. And that Code contains the
provision at issue here, a provision stating that no dispute
“shall be eligible for submission . . . where six (6) years have
elapsed from the occurrence or event giving rise to the . . .
dispute.” NASD Code § 10304.
After the Uniform Submission Agreement was executed,
Dean Witter filed this lawsuit in Federal District Court. It
asked the court to declare that the dispute was “ineligible
for arbitration” because it was more than six years old.
App. 45. And it sought an injunction that would prohibit
Howsam from proceeding in arbitration. The District Court
dismissed the action on the ground that the NASD arbitra-
tor, not the court, should interpret and apply the NASD rule.
The Court of Appeals for the Tenth Circuit, however, re-
versed. 261 F. 3d 956 (2001). In its view, application of the
NASD rule presented a question of the underlying dispute’s
“arbitrability”; and the presumption is that a court, not an
arbitrator, will ordinarily decide an “arbitrability” question.
See, e. g., First Options of Chicago, Inc. v. Kaplan, 514 U. S.
938 (1995).
The Courts of Appeals have reached different conclusions
about whether a court or an arbitrator primarily should in-
terpret and apply this particular NASD rule. Compare,
e. g., 261 F. 3d 956 (CA10 2001) (case below) (holding that the
question is for the court); J. E. Liss & Co. v. Levin, 201 F. 3d
848, 851 (CA7 2000) (same), with PaineWebber Inc. v. Elahi,
87 F. 3d 589 (CA1 1996) (holding that NASD § 15, currently
§ 10304, is presumptively for the arbitrator); Smith Barney
Shearson, Inc. v. Boone, 47 F. 3d 750 (CA5 1995) (same). We

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83 Cite as: 537 U. S. 79 (2002)
Opinion of the Court
granted Howsam’s petition for certiorari to resolve this dis-
agreement. And we now hold that the matter is for the
arbitrator.
II
This Court has determined that “arbitration is a matter of
contract and a party cannot be required to submit to arbitra-
tion any dispute which he has not agreed so to submit.”
Steelworkers v. Warrior & Gulf Nav. Co., 363 U. S. 574, 582
(1960); see also First Options, supra, at 942–943. Although
the Court has also long recognized and enforced a “liberal
federal policy favoring arbitration agreements,” Moses H.
Cone Memorial Hospital v. Mercury Constr. Corp., 460 U. S.
1, 24–25 (1983), it has made clear that there is an exception
to this policy: The question whether the parties have submit-
ted a particular dispute to arbitration, i. e., the “question of
arbitrability,” is “an issue for judicial determination [u]nless
the parties clearly and unmistakably provide otherwise.”
AT&T Technologies, Inc. v. Communications Workers, 475
U. S. 643, 649 (1986) (emphasis added); First Options, supra,
at 944. We must decide here whether application of the
NASD time limit provision falls into the scope of this last-
mentioned interpretive rule.
Linguistically speaking, one might call any potentially dis-
positive gateway question a “question of arbitrability,” for
its answer will determine whether the underlying contro-
versy will proceed to arbitration on the merits. The Court’s
case law, however, makes clear that, for purposes of applying
the interpretive rule, the phrase “question of arbitrability”
has a far more limited scope. See 514 U. S., at 942. The
Court has found the phrase applicable in the kind of narrow
circumstance where contracting parties would likely have
expected a court to have decided the gateway matter, where
they are not likely to have thought that they had agreed that
an arbitrator would do so, and, consequently, where refer-
ence of the gateway dispute to the court avoids the risk of

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84 HOWSAM v. DEAN WITTER REYNOLDS, INC.
Opinion of the Court
forcing parties to arbitrate a matter that they may well not
have agreed to arbitrate.
Thus, a gateway dispute about whether the parties are
bound by a given arbitration clause raises a “question of arbi-
trability” for a court to decide. See id., at 943–946 (holding
that a court should decide whether the arbitration contract
bound parties who did not sign the agreement); John
Wiley & Sons, Inc. v. Livingston, 376 U. S. 543, 546–547
(1964) (holding that a court should decide whether an arbi-
tration agreement survived a corporate merger and bound
the resulting corporation). Similarly, a disagreement about
whether an arbitration clause in a concededly binding con-
tract applies to a particular type of controversy is for the
court. See, e. g., AT&T Technologies, supra, at 651–652
(holding that a court should decide whether a labor-
management layoff controversy falls within the arbitration
clause of a collective-bargaining agreement); Atkinson v.
Sinclair Refining Co., 370 U. S. 238, 241–243 (1962) (holding
that a court should decide whether a clause providing for
arbitration of various “grievances” covers claims for dam-
ages for breach of a no-strike agreement).
At the same time the Court has found the phrase “question
of arbitrability” not applicable in other kinds of general cir-
cumstance where parties would likely expect that an arbitra-
tor would decide the gateway matter. Thus “ ‘procedural’
questions which grow out of the dispute and bear on its final
disposition” are presumptively not for the judge, but for an
arbitrator, to decide. John Wiley, supra, at 557 (holding
that an arbitrator should decide whether the first two steps
of a grievance procedure were completed, where these steps
are prerequisites to arbitration). So, too, the presumption
is that the arbitrator should decide “allegation[s] of waiver,
delay, or a like defense to arbitrability.” Moses H. Cone Me-
morial Hospital, supra, at 24–25. Indeed, the Revised Uni-
form Arbitration Act of 2000 (RUAA), seeking to “incorpo-

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85 Cite as: 537 U. S. 79 (2002)
Opinion of the Court
rate the holdings of the vast majority of state courts and the
law that has developed under the [Federal Arbitration Act],”
states that an “arbitrator shall decide whether a condition
precedent to arbitrability has been fulfilled.” RUAA § 6(c),
and comment 2, 7 U. L. A. 12–13 (Supp. 2002). And the com-
ments add that “in the absence of an agreement to the con-
trary, issues of substantive arbitrability . . . are for a court
to decide and issues of procedural arbitrability, i. e., whether
prerequisites such as time limits, notice, laches, estoppel,
and other conditions precedent to an obligation to arbitrate
have been met, are for the arbitrators to decide.” Id., § 6,
comment 2, 7 U. L. A., at 13 (emphasis added).
Following this precedent, we find that the applicability of
the NASD time limit rule is a matter presumptively for the
arbitrator, not for the judge. The time limit rule closely
resembles the gateway questions that this Court has found
not to be “questions of arbitrability.” E. g., Moses H. Cone
Memorial Hospital, supra, at 24–25 (referring to “waiver,
delay, or a like defense”). Such a dispute seems an “aspec[t]
of the [controversy] which called the grievance procedures
into play.” John Wiley, supra, at 559.
Moreover, the NASD arbitrators, comparatively more ex-
pert about the meaning of their own rule, are comparatively
better able to interpret and to apply it. In the absence of
any statement to the contrary in the arbitration agreement,
it is reasonable to infer that the parties intended the agree-
ment to reflect that understanding. Cf. First Options, 514
U. S., at 944–945. And for the law to assume an expectation
that aligns (1) decisionmaker with (2) comparative expertise
will help better to secure a fair and expeditious reso-
lution of the underlying controversy—a goal of arbitration
systems and judicial systems alike.
We consequently conclude that the NASD’s time limit rule
falls within the class of gateway procedural disputes that
do not present what our cases have called “questions of arbi-

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86 HOWSAM v. DEAN WITTER REYNOLDS, INC.
Opinion of the Court
trability.” And the strong pro-court presumption as to the
parties’ likely intent does not apply.
III
Dean Witter argues that, in any event, i. e., even without
an antiarbitration presumption, we should interpret the con-
tracts between the parties here as calling for judicial deter-
mination of the time limit matter. Howsam’s execution of
a Uniform Submission Agreement with the NASD in 1997
effectively incorporated the NASD Code into the parties’
agreement. Dean Witter notes the Code’s time limit rule
uses the word “eligible.” That word, in Dean Witter’s view,
indicates the parties’ intent for the time limit rule to be re-
solved by the court prior to arbitration.
We do not see how that is so. For the reasons stated in
Part II, supra, parties to an arbitration contract would nor-
mally expect a forum-based decisionmaker to decide forum-
specific procedural gateway matters. And any temptation
here to place special antiarbitration weight on the appear-
ance of the word “eligible” in the NASD Code rule is coun-
terbalanced by a different NASD rule; that rule states that
“arbitrators shall be empowered to interpret and determine
the applicability of all provisions under this Code.” NASD
Code § 10324.
Consequently, without the help of a special arbitration-
disfavoring presumption, we cannot conclude that the parties
intended to have a court, rather than an arbitrator, interpret
and apply the NASD time limit rule. And as we held in
Part II, supra, that presumption does not apply.
IV
For these reasons, the judgment of the Tenth Circuit is
Reversed.
Justice O’Connor took no part in the consideration or
decision of this case.

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87 Cite as: 537 U. S. 79 (2002)
Thomas, J., concurring in judgment
Justice Thomas, concurring in the judgment.
As our precedents make clear and as the Court notes, arbi-
tration is a matter of contract. Ante, at 83. In Volt Infor-
mation Sciences, Inc. v. Board of Trustees of Leland Stan-
ford Junior Univ., 489 U. S. 468 (1989), we held that under
the Federal Arbitration Act courts must enforce private
agreements to arbitrate just as they would ordinary con-
tracts: in accordance with their terms. Under Volt, when
an arbitration agreement contains a choice-of-law provision,
that provision must be honored, and a court interpreting the
agreement must follow the law of the jurisdiction selected
by the parties. See id., at 478–479 (enforcing a choice-of-
law provision that incorporated a state procedural rule con-
cerning arbitration proceedings); see also Mastrobuono v.
Shearson Lehman Hutton, Inc., 514 U. S. 52, 67 (1995)
(Thomas, J., dissenting) (concluding that the choice-of-law
provision in question was indistinguishable from the one in
Volt and, thus, should have been given effect). A straight-
forward application of these principles easily resolves the
question presented in this case.
The agreement now before us provides that it “shall be
construed and enforced in accordance with the laws of the
State of New York.” App. 6. Interpreting two agreements
containing provisions virtually identical to the ones in dis-
pute here, the New York Court of Appeals held that issues
implicating § 15 (now § 10304) of the National Association of
Securities Dealers Code of Arbitration Procedure are for
arbitrators to decide. See Smith Barney Shearson Inc. v.
Sacharow, 91 N. Y. 2d 39, 689 N. E. 2d 884 (1997). Because
the parties agreed to be bound by New York law and because
Volt requires us to enforce their agreement, I would permit
arbitrators to resolve the § 10304 issues that have arisen in
this case, just as New York case law provides. The Court
follows a different route to reach the same conclusion; ac-
cordingly, I concur only in the judgment.