arbitration agreement g e energy couldn't force it as long as it could satisfy domestic non signatory enforcement doctrines like equitable stoppel the question here is whether the new york convention prohibits that same result for international arbitration agreements it does not the convention is simply silent about enforcement by non signatories that silence is consistent with the conventions design which sets a floor not a ceiling for enforcing arbitration agreements and awards the convention says that states must do certain things to promote arbitration it doesn't say they can't do more than the convention requires moreover article two the principle provision about arbitration agreements is especially short it is not a comprehensive scheme that displaces all sovereign authority to enforce domestic laws about arbitration agreements all relevant sources of meaning understand the convention the same way other contracting states are close to unanimous that the convention does not preempt domestic law allowing non signatory enforcement the united states the restatement and leading commentators agree and allowing doctrines like equitable stoppel serves the convention's overriding purpose to overcome widespread resistance to arbitration the th circuit nevertheless interpreted the definition of agreement in writing to preclude non signatory enforcement this court should not make the united states an outlier by adopting that position article t two just specifies the kinds of agreements that states at a minimum must recognize it doesn't limit who can enforce them the respondents themselves don't defend the th circuit signature based rule they concede that all kinds of non signatory enforcement doctrines including even some kinds of equitable stoppel are ok just not the particular type of equitable stoppel here that incoherent project of parsing some non signatory enfor others has no basis in any of the tools of treaty interpretation if you and i have agreement to arbitrate and even if you tell me you know i  might have mr hacker do most of the work under it and i just want to make that clear to you and then you do hire mr hacker to do on the work in that he can't be compelled to arbitrate with me if i don't like the quality of his work right he's not a signatory to our arbitration agreement maybe he doesn't even know about it but the fact that you and i think know you're going to get him to do it and we think we're going to arbitrate all our disputes he's not bound arbitrary  i think whether he could arbitrate would depend on the domestic doctrine about non signatory enforcement and on the facts that you've posited i think on an equitable stoppel theory if you were to sue him rather than me  for claims that are intertwined with our contract a contract that you and i have under an equitable stop of theory he could be compelled to arbitrate that was the same sort of thing to do is one of the central propositions of our arbitration precedence that  arbitration is based on agreement and here's somebody who didn't never agreed to arbitration is being forced into or into arbitration even though he has a clear right to take his dispute to court arbitration is of course a matter of consent but as long as you and i have a valid arbitration agreement that that's the key consent then the scope of that arbitration agreement is another question and that's determined in the chapter one context by domestic law that was the situation the court faced in arthur andersen and the court saw no inconsistency between chapter one and an equitable stoppel theory there was no consent problem with what with three mandane for the lower court in arthur andersen to consider whether the requirements of equitable stop were satisfied without any concern whatsoever i guess you'd have to say that that's ok right that the convention doesn't prevent that that's simply not the problem that the convention was trying to solve the purpose of the convention was to address the problem of under enforcement of our arbitration agreements if there is some country out there are some state that is compelling arbitration in the way that you're describing the convention doesn't directly deal with that except perhaps in article five which would provide a public policy backstop for the country in which foresman of an award is sought to say we're not enforcing that award because it contravenes our public policy so you do are saying that when the united states entered into the convention and when it then implemented the convention through the f a a congress didn't understand arbitration to me in voluntary arbitration that you know my question i guess is the same as justice  consent whatsoever justice kagan i think this goes to the core question of what the convention is trying to do the convention is trying to set forth minimum standards by which other countries will recognize and enforce arbitration  ment and to be sure the convention does not require any country to recognize forced arbitration so to speak the premise of the convention is that the floor the minimum that other countries are agreeing to do is to recognize valid arbitration agreements by the same token it doesn't preempt all domestic laws including theoretically although there's no evidence that this is a real problem the kind of forced arbitration that you're positing in the situation that we have here and in the chief justice's hypothetical there's no question of forced arbitration there is indisputable be a valid arbitration agreement the only question is can domestic law supply non signatory enforcement doctrines in order to allow you ok now i don't want to go and it's not against you it's against him i didn't agree to that or did i now i thought this is quite narrow or could be includes sub contractors in this contract and by the way you're a subcontractor and you were listed so it isn't exactly involuntary or you and i agree and i say our contract including arbitration is for the benefit of mr johnson who is a rd party beneficiary for everything including arbitration and then the question is can mr johnson bring me in say he didn't sign it you sign it that can't be decided on a narrow ground like that by indeed leaving up to the lower court all those questions about it to whether it's really true whether it really isn't true that a rd party beneficiary can are the person listed in the seller saw can and just say it doesn't limit it to where you're the one who wants to bring me into arbitration your well established legal doctrines i don't want to make my argument for you i want you to tell me straight forward in all her a few seconds is that a possible argument in this case we just send it back yes your honor the th circuit cell the th circuit held that only the signatories to the arbitration agreement put in force and we did we think it's a fairly basic proposition of law so if we're going to send it back to say well why don't you see if you can force arbitration against somebody who didn't sign the agreement or who wasn't it's one thing to say ok i'm your parent company or your subsidiary or whatever and the fact that you might say or subcontractors doesn't mean that any particular sub contractor wants to arbitrate so you're going to send it back for i mean if someone is going to adopt such a radical proposition a probably should be us rather than send it back to the th circuit and say well if you want to go against all or all of our presence in arbitration fine but we're not going to do so mr to drop to suggest i have a this i don't think this is contrary to all of this court's precedents on arbitration just the opposite in arthur andersen the court remanded for the lower court to consider whether an equitable stoppel theory would appropriate let me make two points on that one is the point that i think justice briar was making on these particular facts g e energy is defined under the contract as a party the term parties is defined to include buyer and seller sour is defined to include sub contractor and g e is listed in the contract as one of the sub contractors that the parties contemplated using and so we are was on a list of potential subcontractors but was in fact a subcontractor to time and the obliteration i don't believe that it had been picked but there were active and extensive discussions including with the respondents about using g e as a subcontractor so it was certainly contemplated and if you if you follow the definitions of sour and the bought buyer and seller and parties in the contract that g e is actually a party to the agreements as a on a more doctrinal level in terms of equitable stoppel equitable stoppel is a way of inferring consent from conduct and if the respondents sue us as they did in this case on a fieri that depends on the duty of care arising out of the contract they are in essence suing us on the contract they can't cherry pick to invoke the duty of care from the but i had proceed to maybe on the mistaken assumption that the question whether equitable stoppel is recognized as a viable theory under the federal or patrician act is and before us the only question before us is whether anything in the convention precludes an argument like that to be made by the federal arbitration act whether or not it might succeed in my butt up in my misstep that that's correct justice course which i think that goes to justice briar's point as well the actual question presented here is quite narrow and that is whether there is anything in the new york convention that prohibits the application of equitable stop if it exists without prejudging whether it exists correct and that much the same as the posture in arthur andersen where the court sent the case back for the lower courts to determine whether equitable would stop will exist under the applicable law and if so whether it could be satisfied mr director that is the question so let's take a look at article two  specifically the rd sentence because the rd sentence says the court of a contracting state and then i'm going to skip some words shall at the request of one of the parties refer the parties to arbitration and i have to tell you i think that the best understanding of the term parties looking at the three sentences of article two let's just assume that the best understanding is the parties to the agreement so this says the parties to the agreement  requesting the arbitration and that's when the court should refer the arbitration now that raises the question who's the party i am with the chief justice if you're talking about an alter ego or something like that  or a successor in interest maybe that person counts as a party even though it's not the signatory but there's some limit isn't there that some posed by that language of the parties justice kagan i think the key point is that article three does not say only the parties in other words the bare minimum the contracting states agree to do is to refer a case to arbitration if the parties whether you think that's to be let me read you a few sentences and you tell me whether you always have to say shall only when you say shell if i say federal courts shall have jurisdiction over federal questions but the statute also permit those courts to exercise jurisdiction over state questions  to give you one more just to prove the point shareholders shall appoint two directors to the board does that mean shareholders can appoint twenty directors to the board no because shell means shell only in many circumstances right it depends on context it does and the context here based on the purpose of the convention based on how this convention has been nearly universally understood by contracting states which is a key factor in this court's treaty jurisprudence is that this this provision article twenty three like the rest of the convention is just setting a floor on what contracting states agree to do so at a minimum they agree that they shall refer the courts shall refer cases to arbitration when requested by the parties but not that they shall only do so you can of course come up with examples where shall does mean shall only but it does it doesn't mean that here and i guess so that brings us back to the question that justice alito started us off with because i think that that's relevant to the context in which we're viewing this convention which is the assumption on the part of the united states congress when it passed the f a a and surely the  those who entered into the convention the convention was a matter of exceeding that arbitration was a matter of voluntary consent i mean so if it's a matter of voluntary consent and everybody thinks that that's what arbitration is shouldn't we read the parties to be you know the parties nobody else and again i would take you back to arthur andersen certainly under our domestic law arbitration is generally understood to be a matter of voluntary consent but the court saw no issue within the possibility of an equitable stop of theory that would allow a non party to enforce the convention does not contain an independent consent requirement it just doesn't it just doesn't say that and it would be inconsistent with its purpose to have that because again the backdrop to the convention was there was widespread mistrust of arbitration agreements agreements were not being enforced the conventions set out to remedy that problem and to provide for more and for law of a particular jurisdiction says about who can enforce an arbitration agreement or could it say could it perhaps go beyond strictly the signatories to the agreement encompass some other non parties that have a sufficient connect that have a close connection as would be the case with somebody who was equitably a stopped if i may search for that i think that's right and it's not just equitable stoppel there are a number of non signatory doctrines including alter ego and they all piercing for example that the other side points to as valid under the convention even though those can't be thought of as consensual just the opposite in alter ego theory in a veil piercing theory or disregarding the consent of the parties and holding them to the agreement anyway thank you counsel mr chief justice america please the court the new york convention plays an important but limited role in the recognition of international arbitration agreement it requires contracting states to recognize and force those agreements in certain circumstances but it does not as my friend sa establish a comprehensive set of rules for arbitration for two fundamental reasons the th circuit was wrong to read into the writing requirement of article two a categorical prohibition on compelling international arbitration on the basis of a stop of principles st the convention as a whole only ever requires contracting states to enforce arbitration agreement it never prohibits them them from doing so and nd article two section two is a rule of presumptive validity it speaks to what a court must recognise an arbitration agreement as valid it does not speak to the scope of a valid agreement including who may be bound or who may invoke those agreements now responded to provide a series of alternative grounds for refusing to compel arbitration in this case but there's no reason for this court to pass on those say what you seem to be saying which is that it only requires or compels arbitration in one circumstance but a contracting state can compel arbitration in any way that it wants even without a written agreement that seems to be the essence of your human correct yes that's odd indeed because his justice as the chief justice noted in justice kagan noted it seem always that assigned written agreement construed respecting consent is a minimum requirement or another way to get to where you want to go another reading is that article two does not allow contracting states to compel arbitration whenever it wants even without a written agreement but that they can compel it if someone is a party but that's undefined and that seems to be how most other contracting states have read this which is that there's a lot of leeway for states to deferment who's a party to that written agreement and they can do that through normal principles of privity or normal principles of contracting child protection including  alter ego and veil piercing in all the other things that your adversary accepts can be done you don't need as i think the circuit below wrongly required it seem to say you need that party signature on the agreement letter so there's common ground but i do think within that common ground there has to be a limiting principle established somewhere and i don't think it can be that you can have an oral agreement or a stake in say with respect no essence of consent whatsoever that we're just going to let anybody if you signed an arbitration agreement about the manufacture of this thing equitable principles are always going to let anybody come in and sue and let them be sued so assuming we're on common ground or i am that we have some some basis to say that can contract states can pick two parties are what's the limiting princip right and we're happy when they're in either this case no matter what the theory of equitable stop believe is a seller who's defined within the contract to include suppliers that include g e that seems like a fairly straightforward case to be so we haven't taken a position on the ultimate resolution but we agree and it sounds like you agree that the th circuit rule is just wrong that it's not categorically limited to signatories that's enough to resolve this case now as for living principles i think there are living principles i think there are two types to be to consider the st living principles to consider when was the limit on when it contracting state is required to compel arbitration and i think there certainly are limits i think section article two section three now the other living principle is is is whether states are then prohibited from under their own the drastic law to recognize other types of arbitration agreements i just don't think the contract in the committee can be read to impose those limits that doesn't mean afield than i think other contracting states have and it's reading article seven into article two which says to me illogical we don't you have to read article seven  text to do that i will say that it's fairly consistent uniform that article seven at least should inform the scope of article two that the same sort of most favorable rule should apply to enforcing arbitration agreements as that seems contrary to the very strict requirements to truly a written agreement between the parties absolutely i think that's a very different argument than saying you have some play in the joints with respect to who parties are and that domestic law can far as there's a space between whether article two section two is exhaustive or not exhaustive but either way the convention isn't going to apply and therefore isn't going to require the enforcement of agreement that doesn't meet the requirements of the convention but the convention doesn't further than say that us contracting state cannot enforce beyond that counts and that's what you have to partners do not recognize so which you're suggesting is that we should recognize equitable stoppel even though our treaty partners would guess the overarching point is that nothing in the convention draws the storyline that respawn is trying to do it it can't be the party line that they've pointed to i don't know why traditional stop or veneer contract opprobrium would be more akin to a party than not so i apologize i'm not familiar with the facts of that particular case and exactly how they got to that result i will say that there are i mean the convention itself does not limit cunt contracted states from the forcing of attrition there may be were other kinds of signatory strick consent arbitrations is there any disagreement among the countries about how to read the convention itself with respect to whether it creates a floor or ceiling not that i'm aware of the only it least not of any significance the only one that i'm aware of is the stove or decision from the british columbia court that reads article two section two in the way the th circuit does but we've cited cases from the domestic arbitration case because as this court held an arthur andersen chapter one agreement in force an f a a section three does not limit enforcement to quote parties to a written agreement but the lack of a little written agreement is decisive here because the conventions important provision article two section three is limited to the parties to every arbitration agreement because that provision controls over chapter one is conflicting and for some of provision non parties cannot enforce agreements in cases under the convention that rule is subject to two important corollaries that have already been discussed this morning st the convention does not prohibit contracting states from an acting other domestic laws that can mandate international arbitration on other terms including oral agreements or absent consent but as the commentators agree and as united states agreed this morning arbitrations under such statutes do not proceed under the convention meaning that the resulting awards will not receive the benefit of the convention and its near automatic and forstmann provisions as justice ginsburg warned that kind of distinct extra convention statute is not at issue in this case because united states is not an active one chapter t instead makes the convention itself controlling in all international arbitration cases chapter one applies only where the convention does not supply a different rules such as f a a section six dollars and seven dollars which govern motions and witnesses the  convention however does provide its own rule for enforcing arbitration agreements and therefore that rule controls the nd corollary also discussed is that enforcement by a party under the convention includes its properties on principles well known to and even discussed by the convention drafters those principles differ categorically from the broad modern a stop of the doctrines that g d is trying to invoke here mr hacker i'm sorry to interrupt you but i just want to spin back a little bit did i understand you to say as a matter of domestic law you would  cannot be enforced by g e because g is not a party to the contract is not a party to the arbitration clause this goes to justice briar's question i think about that sort of morning i think you said it the st part arthur anderson and yes there would be a real question here but it's there's no real question here because of the convention that's in a domestic arbitration case arthur andersen would control you ask whether the controlling state law allowed for equitable stock at this is not a domestic still under domestic arbitration rules there would be a real li agreement we'd have a choice of law problem undoubtedly but we'd find some choice of law and look and see whether equitable stoppel is a permissible argument to be made in an arbitration case like this in a domestic case that's correct this is a convention case or governed by the convention not equatable rules put near a stop the rules make then a seller so you signed the contract you agreed to arbitrate with the sellers sellers were defined as a list clause and when i show you why they're not a party to the arbitration clause that's going to answer the question of why they're not a party to the arbitration clause because as we know under international law arbitration clauses are separable from the rest of the contract you don't look to the contract generally to determine who is a party to the arbitration clause you have to look to the clause itself look at that start with common sense about what's going on in that contract if sub contractors are defined for all purposes and defined for purposes of the arbitration clause as parties to the arbitration clause it's a bilateral agreement right you've got a one thousand sub contractors on site including local dry wallers paid suppliers maintenance guys if all of them are a green when sell it and i'm reading the contract when seller is mentioned it should be understood arbitration clause and stoppable and remember your honor remember this is so important because where the parties suit where does it say that sub contractors are not sellers for purposes of the arbitration call it doesn't say it in the arbitration clause but we know we know your honor th seller doesn't actually mean subcontractor everywhere in the contract the next paragraph literally the after the one you're quoting says that the seller has to construct the whole mill that can't be all the subcontractors article six of the agreement says that the seller receives all kinds of payments we have to we have to address but the idea that you consented to something seems hard to dispute isn't it as a matter of domestic law i think that's just sort of my article on domestic law is not an issue it's a convention which requires a written agreement between the parties so the question is where is the written agreement between us and g e and the local paint guy to arbitrate claims between us and i to do this i want your reaction a james cousin who was my property professor and a great man would also often use the word if we look at sentence three of article that to of course that word parties does not mean the parties in court it means the parties who signed the agreement and what the rd says that the court shall at the request of one of the parties to emphasise refer the matter to arbitration but you yourself say sometimes a person who is not a party can force you to go to arbitration that person you call a pretty a word full of obscurity so the words that he used were not pre he'd say in a thing like this it's one of the parties or someone who stands in the shoes of a regular party of the ordinary party now most of what you say is consistent with that and if you use those vaguer words you pick up what we said in anderson because sometimes such a person who is a non signatory would stand in the shoes because of assumption of the contract because it went through bankruptcy because we pierce the corporate veil because there's theory of alter ego because there's an incorporation by reference rd party beneficiary theories waiver and he says a stop or so it sounds what we're really arguing about is this the kind of a stop and are these the circumstances of a stop that will put your adversary in the shoes of a party if i am right and you're nodding your head which is a good didn't use this wonderful expression stand in the shoes of and thereby pick up the arthur andersen or at least some of them since they didn't we could send it back and say the district court seem to think they should but here they're making an excellent argument on both sides now now you've got my question is what to do with this case depends on an assumption what do you think so the answer is i don't think stand in the shoes is any more clear than oh no it isn't but it doesn't purport to be right pretty pretty explains almost all of the situations in which i'd be concerned about whether or not a nonparty non signatory by which i mean somebody who's not literally named actually is standing in the shoes of a signatory that explains almost all of the international cases that don't involve traditional style one that is we're not easy and clear line what do we have to decide on the night the th circuit said a non signatory can never enforce correct it also emphasize the importance of a signature which may look like an overstatement because we know article two includes documents exchanging letters and telegrams but of course eleven circle was only talking about a signature because g e was not pointing to any sort is this party the same party for some reason as a signatory that's not the question that is raised by the equitable stoppel claim the g e is raising it's a fundamentally different question about i agree i am not a signatory i'm not a i just want to make them in force make them arbitrate with me because dot dot dot because it's more convenient to it seems the fish in it seems fair whatever rules you know the local jurisdiction might invoke they want to say that those local rules equitable fairness justice principles of a given state can trump what the convention says at least in the convention govern arbitration the convention says it's supposed to be a written agreement between the parties i think i think the argument on the other side would be that that equitable stop or a stop or whatever you want to describe it here is is that your client effectively did consent that's the way in which it would be rephrased to understand so what do you do about do about that number one number two in a completely different line and take them as you choose ok normally when we interpret treaties to bind domestic law we require a pretty clear statement when when we're staying congress's hand in the area and if the f a a hypothetically and i'm not passing on it we don't need to we're to allow equitable stoppel doctrine and the convention didn't allow it to mess claud to do that would require a clear statement that what we have here let me answer the st question which i think i'll actually answer by the convention the convention rule is not effectively consent that's not the principle effects of the convention adoption requires frequent convention govern agreements it requires a written agreement between the parties and it requires a court to enforce an agreement between the parties it has to be the parties the agreement are the only parties that could obtain a foresman under the convention so i think that's the theory it's a fiction to call that consent i disagree around it because it what you have is a consent and a written agreement between parties and the counter party in that situation is agreeing to arbitrate with you no fees whoever feels as defined as their arbitrating with thieves and whoever stands in fees shoes that is a fundamentally there's a consent there there's a written agreement there and their doctrines that international law recognizes for determining who properly stands in fee there is no universally recognized doctrine of international law that allows somebody who is not for use in any sense to come in and say even though you never agreed to arbitrate with me your suing me and let's be clear about this your suing me in tort outside the contract these are not claims that are based on the contractual duty between order companies and fees these are tort claims governed by alabama torts standards and you never agreed with me in a written agreement to arbitrate those kinds of claims nevertheless i'm going to say that you know i would i think it's fair or for me to do that i want to invoke you are in agreement mr hacker sorry did you know thirty eight your argument here does rest on reading a rticle two and especially sentence three as not just a floor as a see as as as a as a see as a floor and a ceiling that if so where do you get that understanding from because gretzky the solicitor general says the parties to the convention were just concerned about people not enforcing arbitration agreements they didn't have it in mind to draw up a whole set of rules about when to and when to that's left up to the states what's your best argument to the contrary so a couple points let me start with a text where i think united states agrees with us which is the convention does make it a ceiling that you have to have a written agreement that's required you can't proceed under the convention absent a written agreement that comes out of article twenty one dollars which says the contract and states shall recognize a written agreement it's the same language then in article tw the protections of the convention why it's so clear that the st one is a mandatory requirement while the united states concedes it and the right to do that for the reason you said your honor shall sometimes it is a mandatory requirement the examples you gave are good ones the united states constitution says the legislative power shall be vested in a congress nobody thinks i mean i think everybody agrees that the question is context and what in the context do you think indicates that this is a ceiling because it's what's required to trigger the protections of the requirement of article four and article five for enforcement council have to have an agreement by the article that's a non sequitur i think what justice kagan's trying to get at and what i'm would like to get out is fine that may be what's required to trigger the convention but that may just be the floor of what's available to states domestically and domestically they may choose to enforce more than that yes but i agree with think that's the be only domestically enforceable but are not enforceable into the convention then what because they can't proceed under the convention of the are under domestic law under us law chapter two makes international arbiter of the convention the sole source of law governing international arbitration agreements you cannot proceed under chapter one for example and get in force meant of an arbitration agreement overseas chapter two is the only place you can go in chapter two says the convention prescribes the controlling law you know  unless chapter one it's a long as it's conflicting and we know that the convention is conflicting with chapter one because the convention prescribes requires for convention govern agreements a written agreement that can supreme in alabama state trial boy and is that we're seeing going yes so you have two cases which are in the best of all possible worlds because th because thieves from the very outset said it's not our problem they supplied the motors they were the problem g e screwed up g t will take care of it don't talk to us we pursued it for a while with these gee did began working begin working with us  fix the motors and provide housing for the motors we basically had an ongoing working relationship with with g e after a time and it turned out not to be satisfactory the problems were not solved and there defective motors caused additional damage to our facility which under alabama law and by the way us federal common law in the maritime context allows a party to assert a tort claim outside the contract relationship i'm interested in you almost a party no party plus pretty and i say well you know i sit here can i think of some cases that are hard to squeeze into the term pretty but it sounds as if they should be able to stand in the shoes of the party smith makes a contract with jones he says you know jones this is for the benefit of my daughter when she's thirty five this will help are a law and i want her to be able to enforce it and i want her to be able to go to  arbitration i love arbitration jones writes back to the letter i agree with you of course she can a poor sit in arbitration i love arbitration too don't worry go ahead and sign so he signs and now the daughter wants to go to arbitration after she's thirty five well that's a pretty strong case for a stop and it's very hard to call the daughter pretty so i've tried to think of a case where does that sentence forbid that though because you can either call the daughter a pretty would sounds like a stretch or you could say that is not a ceiling but it does pick up domestic law on this matter and by and large when the domestic law allows a non signatory to enforce an arbitration clause against  signatory this doesn't forbid it now what about that approach i think the problem is that what you was described earlier is a choice of law problem which i think you're caught international commentators recognize that the law has to be governed by  universally recognized international law principles because if you open up the door to domestic law and what seems like a g that seems eminently fair situation and say that domestic law gets to decide who gets to enforce that creates a huge problem under the convention because then states can begin subjecting parties to arbitration absent their consent on willing parties when the convention clearly intends to be regard to the analyst about a one thousand miles long it seems to authorities cases professors and others who say all these other people have been forced that particular sentence in a way that it lousy at least some perhaps not all of those who are hard to call pretties to enforce under certain circumstances and this is one where you say the circumstance and with it in which it is widely and i would say it's actually universally recognized there's only one it's not the one your honor describes it is the situation where a party begins or has even completed arbitration and that entity begins or completes arbitration and the later says i wasn't a party i don't want to be subject to the results of this arbitration that's a situation where courts international decisions have recognize they can be held to it but it's not really in a stop loss last contract doctrine what justice alito opinion in the case in many battles described as is really a waiver doctrine or forfeiture doctrine that's how the the english court in peterson farms described it that's how the u k high court in dollar described it it's really forfeiture a waiver it's not some opening the door to all kinds of situation when it's sort of seems fair to let an unwilling party to force an unwilling party to arbitrate and think about the consequences of doing that the todd case i believe justice ginsburg raised exemplifies the problems that you have if you just say if it's connected to the contract in some way r earlier discussion from the earlier argument or it involves can you know extend to the limits of the universe it was so can something that's related to the to a contract can extend to no limit and that's what happened in the todd case where a sailor was injured while working on a ship couldn't recover against his immediate employer because the employer went bankrupt or with some in some way couldn't wouldn't pay the employer st personal injuries and so he went against the employer principle the guarantor and the guarantor said well your claim for injury on a ship is connected to this contract i have with the the ship owner and that contract has an arbitration agreement and so you have to arbitrate with me overseas over your personal injury that's exactly the problem with opening the door to us modern equitable stoppel that is divorced from the contract terms and divorced from a situation when you're really talking about a waiver where somebody has engaged in arbitration that's the limited circumstance it's not any kind of gerrymander it's simply adhering to the plain text of the convention which for convention govern cases requires a written agreement and limits enforcement of the written agreement to the parties to the agreement let me make one other point about the language of article two paragraph three just as he is absolutely correct that parties the nd use of parties pretty clearly is referring to the parties to the agreement if there's immediately referring back to the parties to the written agreement so there's really no ambiguity whatsoever there that this unlike a section three addressed in anderson limits and foresman to the parties to the written agreement that's only in convention govern cases justice course which the point is it's possible for a state to adopt a separate law like peru did and subject parties to arbitration unwilling parties to arbitration whatever terms a state feels like that's not what the united states has done and the consequence of doing that is that you lose the automatic enforcement benefits virtually automatic enforcement benefits promised by article five the last two points i would make are recall that extension to non parties all the commentators of the united states to so that extension of an arbitration agreement and non parties are supposed to be rare it's supposed to be the exception that you almost never see under the doctrine g e wants you to adopt under u s law or under international law essentially also contractors  would suddenly be able to arbitrate even absent a written agreement with the subcontractor because basically a claim between a subcontractor and the principal is in some way going to be connected to you to involve the contract so you completely erase the idea that this kind of enforcement is supposed to be rare supposed to be the exceptional century be the rule in all construction cases the other point i would remind the court about is its own decision in the shirt case that says the purpose of the convention is to  unify the standards for recognizing agreements and forcing awards i submit your honors there's only one way to make the standards uniform and that is to respect it here too and enforce the uniform textual words of thank you if i could let me make three points and then suggest possible ways to resolve this case st there's an international consensus in favor of non signatory enforcement generally and there are numerous international cases that allow non enforcement on facts like these that tighten unity case from singapore there are cases from france and switzerland all of these are very similar you have a situation where a contract with b and c actually performs the contract and in those limiting principle i think there are limiting principles to equitable stoppel under domestic law but the convention just doesn't speak to them rd mr hacker argues that congress in effect a duck and it would depend on the of state law but presumably state law would not allow you to just tag a random person on the street with no connection to the contract and say you're equitably a stop there has to be a factual basis for the a stop will and here there is for the reasons the that we've been discussing mr hacker argues that congress adopted the convention as both a floor and a ceiling for u s law that's simply not what congress did in chapter two it created federal jurisdiction where the agreement falls under the convention and then under nine u s c two hundred and six if you have an agreement that falls under the convention a federal court exercising its jurisdiction can compel arbitration it would do so by looking to domestic principals about when enforcement is prop so in terms of how this case can be resolved there is the narrowest possible way is to simply hold that the th circuit was wrong too and for it to apply a signatory requirement at petition appendix fifteen ada sixteen a the th circuit recounts the district court's finding that we were parties but says the reason we can't enforce it i didn't actually sign i think that's demonstrably wrong in the narrowest possible way is to send it back for that reason if the court wants to provide additional guidance there are two ways to do that i think one is to hold that the convention provides a floor that gap as it does in many other things under the convention terms like no one void incapable of being performed those are not defined by the convention but the convention looks at domestic law as it does for parties thank you council the case is submitted