(Slip Opinion) OCTOBER TERM, 2023 1 

Syllabus 

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is 

being done in connection with this case, at the time the opinion is issued. 

The syllabus constitutes no part of the opinion of the Court but has been 

prepared by the Reporter of Decisions for the convenience of the reader. 

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337. 

SUPREME COURT OF THE UNITED STATES 

Syllabus 

COINBASE, INC. v. SUSKI ET AL. 

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 

THE NINTH CIRCUIT 

No. 23–3. Argued February 28, 2024—Decided May 23, 2024 

The dispute here involves a conflict between two contracts executed by

petitioner Coinbase, Inc., operator of a cryptocurrency exchange platform, and respondents, who use Coinbase. The first contract—the 

Coinbase User Agreement that respondents agreed to when they created their accounts—contains an arbitration provision with a delegation clause. Per this provision, an arbitrator must decide all disputes

under the contract, including whether a given disagreement is arbitrable. The second contract—the Official Rules for a promotional sweepstakes respondents entered—contains a forum selection clause providing that California courts “shall have sole jurisdiction of any 

controversies regarding the [sweepstakes] promotion.” Respondents 

ultimately filed a class action in the U. S. District Court for the Northern District of California, alleging that the sweepstakes violated various California laws. Coinbase moved to compel arbitration based on 

the User Agreement’s delegation clause. The District Court determined that the Official Rules’ forum selection clause controlled the 

parties’ dispute and accordingly denied the motion. The Ninth Circuit 

affirmed. 

Held: Where parties have agreed to two contracts—one sending arbitrability disputes to arbitration, and the other either explicitly or implicitly sending arbitrability disputes to the courts—a court must decide

which contract governs. Pp. 4–9.

(a) The Federal Arbitration Act “reflects the fundamental principle 

that arbitration is a matter of contract.” Rent-A-Center, West, Inc. v. 

Jackson, 561 U. S. 63, 67. Given that arbitration agreements are

simply contracts, the first question in any arbitration dispute must be:

What have these parties agreed to? Parties can form multiple levels 

of agreements concerning arbitration, and thus can have different 
 

 

 

 

 

2 COINBASE, INC. v. SUSKI 

Syllabus 

kinds of disputes. At a basic level, parties can agree to send the merits 

of a dispute to an arbitrator. The merits of a dispute is a first-order 

disagreement. The parties may also have a second-order dispute—

“whether they agreed to arbitrate the merits”—as well as a third-order

dispute—“who should have the primary power to decide the second

matter.” First Options of Chicago, Inc. v. Kaplan, 514 U. S. 938, 942. 

Pp. 4–5.

(b) This case involves a fourth kind of dispute: What happens if parties have multiple agreements that evidence a conflict over the answer

to the third-order question of who decides arbitrability? That question

can be answered as to these parties only by determining which contract 

applies. Homing in on the conflict between the delegation clause in 

the first contract and the forum selection clause in the second, the 

question becomes whether the parties agreed to send the given dispute 

to arbitration. And that question must be answered by a court. 

Coinbase asks the Court to revisit the Ninth Circuit’s bottom-line 

conclusion below, but its arguments are unpersuasive. First, Coinbase 

argues that the Ninth Circuit should have applied the so-called severability principle—under which “an arbitration [or delegation] provision is severable from the remainder of the contract,” Buckeye Check 

Cashing, Inc. v. Cardegna, 546 U. S. 440, 445–446—and considered 

only arguments specific to the User Agreement’s delegation provision. 

But the severability rule does not require that a party challenge only

the arbitration or delegation provision. Rather, where a challenge applies “equally” to the whole contract and to an arbitration or delegation

provision, a court must address that challenge. Rent-A-Center, 561 

U. S., at 71. 

Coinbase next contends that, as a matter of California state law, the 

Ninth Circuit erroneously held that the Official Rules’ forum selection

clause superseded the User Agreement’s delegation provision. That 

issue is outside the scope of the question presented, and the Court does 

not address it. 

Finally, the Court does not believe its ruling here will invite chaos 

by facilitating challenges to delegation clauses. Regardless, where the 

parties have agreed to two contracts, a court must decide which contract governs. To hold otherwise would be to impermissibly elevate a 

delegation provision over other forms of contract. See ibid. Pp. 5–8. 

55 F. 4th 1227, affirmed. 

JACKSON, J., delivered the opinion for a unanimous Court. GORSUCH, 

J., filed a concurring opinion. 
 

 

_________________ 

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Cite as: 602 U. S. ____ (2024) 1 

Opinion of the Court 

NOTICE: This opinion is subject to formal revision before publication in the 

United States Reports. Readers are requested to notify the Reporter of 

Decisions, Supreme Court of the United States, Washington, D. C. 20543, 

pio@supremecourt.gov, of any typographical or other formal errors. 

SUPREME COURT OF THE UNITED STATES 

No. 23–3 

COINBASE, INC., PETITIONER v. DAVID SUSKI, ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE NINTH CIRCUIT 

[May 23, 2024]

 JUSTICE JACKSON delivered the opinion of the Court. 

The parties in this case executed two contracts. The first 

contained an arbitration provision with a delegation clause; 

per that provision, an arbitrator must decide all disputes 

under the contract, including whether a given disagreement is arbitrable. The second contract contained a forum 

selection clause, providing that all disputes related to that 

contract must be decided in California courts. Coinbase insists that the first contract’s delegation clause established

the terms by which all subsequent disputes were to be resolved, so the arbitrability of a contract-related dispute between these parties is a matter for the arbitrator to decide.

But respondents maintain—and the Ninth Circuit held—

that the second contract’s forum selection clause superseded that prior agreement. This case thus presents the 

following question: When two such contracts exist, who decides the arbitrability of a contract-related dispute between

the parties—an arbitrator or the court?

Basic legal principles establish the answer. Arbitration 

is a matter of contract and consent, and we have long held 

that disputes are subject to arbitration if, and only if, the

parties actually agreed to arbitrate those disputes. Here, 
 

2 COINBASE, INC. v. SUSKI 

Opinion of the Court 

then, before either the delegation provision or the forum selection clause can be enforced, a court needs to decide what 

the parties have agreed to—i.e., which contract controls. 

Accordingly, we affirm the judgment of the Ninth Circuit. 

I 

Coinbase, Inc., operates a cryptocurrency exchange platform. Respondents are users of Coinbase. To buy and sell 

cryptocurrency on the platform, users create accounts. 

The first relevant contract is the Coinbase User Agreement that respondents agreed to when they created their 

accounts. The User Agreement contains a provision that 

the contract calls the Arbitration Agreement. 1 App. 218. 

The Arbitration Agreement includes a delegation clause: 

“This Arbitration Agreement includes, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability,

scope, or validity of the Arbitration Agreement or

any portion of the Arbitration Agreement. All such 

matters shall be decided by an arbitrator and not by 

a court or judge.” Ibid. (emphasis added). 

Respondents each agreed to the User Agreement, complete with the above-quoted arbitration language. If that 

were the only contract at issue, we would not be deciding 

this case, since the Arbitration Agreement quite clearly

sends to arbitration disputes between Coinbase and its users, including disputes about arbitrability.

These parties, though, agreed to a second contract. Coinbase offered a sweepstakes that users could enter for a 

chance to win a cryptocurrency called Dogecoin. Respondents each submitted entries in June 2021, and in doing so, 

agreed to the Official Rules of the sweepstakes. Unlike the 

User Agreement, the Official Rules contained a forum selection clause, which provided: 
Cite as: 602 U. S. ____ (2024) 3 

Opinion of the Court 

“The California courts (state and federal) shall have 

sole jurisdiction of any controversies regarding the

[sweepstakes] promotion and the laws of the state of 

California shall govern the promotion. Each entrant 

waives any and all objections to jurisdiction and 

venue in those courts for any reason and hereby submits to the jurisdiction of those courts.” Id., at 108 

(capitalization altered). 

Thus, after respondents entered the sweepstakes, the

parties had executed two contracts: the User Agreement, 

which sent disputes about arbitrability to arbitration, and 

the Official Rules, which appeared to send disputes to California courts. 

Once the sweepstakes concluded, the conflict between

these contracts came to a head. Respondents filed a classaction complaint in the U. S. District Court for the Northern District of California, alleging that the sweepstakes violated California’s False Advertising Law, Unfair Competition Law, and Consumer Legal Remedies Act. Invoking the 

User Agreement and its delegation clause, Coinbase moved 

to compel arbitration.

The District Court denied Coinbase’s motion. It reasoned 

that deciding which contract governed was a question for 

the court; that the User Agreement’s arbitration provision 

conflicted with the forum selection clause in the Official 

Rules; and that, under California contract law, the Official 

Rules superseded the User Agreement. The District Court 

therefore determined that the Official Rules’ forum selection clause controlled, so the parties’ sweepstakes-related 

dispute was not subject to arbitration. The Ninth Circuit 

affirmed. 55 F. 4th 1227 (2022).

We granted certiorari to answer the question of who—a

judge or an arbitrator—should decide whether a subsequent contract supersedes an earlier arbitration agreement 

that contains a delegation clause. 601 U. S. ___ (2023). 
 

 

 

 

 

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Opinion of the Court 

II 

The Federal Arbitration Act (FAA) “reflects the fundamental principle that arbitration is a matter of contract.” 

Rent-A-Center, West, Inc. v. Jackson, 561 U. S. 63, 67 

(2010). As a result, arbitration agreements are “valid, irrevocable, and enforceable, save upon such grounds as exist 

at law or in equity for the revocation of any contract.” 9 

U. S. C. §2. If a court is “satisfied that the making of the

agreement for arbitration . . . is not in issue,” it must send 

the dispute to an arbitrator. §4. “The FAA thereby places 

arbitration agreements on an equal footing with other contracts.” Rent-A-Center, 561 U. S., at 67. 

Given that arbitration agreements are simply contracts, 

“‘[t]he first principle that underscores all of our arbitration 

decisions’ is that ‘[a]rbitration is strictly a matter of consent.’” Lamps Plus, Inc. v. Varela, 587 U. S. 176, 184 (2019) 

(quoting Granite Rock Co. v. Teamsters, 561 U. S. 287, 299 

(2010); some alterations in original). Arbitration is “a way 

to resolve those disputes—but only those disputes—that

the parties have agreed to submit to arbitration.” First Options of Chicago, Inc. v. Kaplan, 514 U. S. 938, 943 (1995).

Consequently, the first question in any arbitration dispute

must be: What have these parties agreed to? 

As relevant here, parties can form multiple levels of 

agreements concerning arbitration. At a basic level, parties

can agree to send the merits of a dispute to an arbitrator. 

They can also “agree by contract that an arbitrator, rather 

than a court, will resolve threshold arbitrability questions

as well as underlying merits disputes.” Henry Schein, Inc. 

v. Archer & White Sales, Inc., 586 U. S. 63, 65 (2019). An 

agreement to allow an arbitrator to decide whether a dispute is subject to arbitration—i.e., its arbitrability—“is

simply an additional, antecedent agreement . . . , and the 

FAA operates on this additional arbitration agreement just 

as it does on any other.” Rent-A-Center, 561 U. S., at 70. 

From these different kinds of agreements, it follows that 
 

Cite as: 602 U. S. ____ (2024) 5 

Opinion of the Court 

parties can also have different kinds of disputes. A contest 

over “the merits of the dispute” is a first-order disagreement, First Options, 514 U. S., at 942 (emphasis deleted), 

the resolution of which depends on the applicable law and 

relevant facts. The parties may also have a second-order 

dispute—“whether they agreed to arbitrate the merits”—as 

well as a third-order dispute—“who should have the primary power to decide the second matter.” Ibid. (emphasis

deleted). Under contract principles, these second- and

third-order questions are also matters of consent. “Just as 

the arbitrability of the merits of a dispute depends upon 

whether the parties agreed to arbitrate that dispute, so the 

question ‘who has the primary power to decide arbitrability’ 

turns upon what the parties agreed about that matter.” Id., 

at 943 (citations omitted).

We ask who has the power to decide arbitrability because

“a party who has not agreed to arbitrate will normally have 

a right to the court’s decision about the merits of its dispute.” Id., at 942. Thus, we have explained that “[c]ourts

should not assume that the parties agreed to arbitrate arbitrability unless there is ‘clea[r] and unmistakabl[e]’ evidence that they did so.” Id., at 944 (quoting AT&T Technologies, Inc. v. Communications Workers, 475 U. S. 643, 649 

(1986); some alterations in original). “[B]efore referring a 

dispute to an arbitrator,” therefore, “the court determines 

whether a valid arbitration agreement exists.” Henry 

Schein, 586 U. S., at 69. 

III 

In prior cases, we have addressed three layers of arbitration disputes: (1) merits, (2) arbitrability, and (3) who decides arbitrability. This case involves a fourth: What happens if parties have multiple agreements that conflict as to

the third-order question of who decides arbitrability? As 

always, traditional contract principles apply. 

Coinbase says the User Agreement’s delegation clause 
 

6 COINBASE, INC. v. SUSKI 

Opinion of the Court 

controls. Respondents counter that the Official Rules’ forum selection clause superseded that agreement. If Coinbase is right that the User Agreement’s delegation clause 

was meant to govern all agreements moving forward, then

the parties agreed to arbitrate all subsequent arbitrability 

disputes. If respondents are correct that the Official Rules’ 

forum selection clause superseded the User Agreement’s

delegation clause, then the parties meant to send sweepstakes disputes—including those over arbitrability—to California courts. 

Thus, the question whether these parties agreed to arbitrate arbitrability can be answered only by determining

which contract applies. In other words, “the substance of 

the parties’ supersession dispute is ‘whether there is an 

agreement to arbitrate.’” Field Intelligence Inc. v. Xylem 

Dewatering Solutions Inc., 49 F. 4th 351, 356 (CA3 2022). 

When we home in on the conflict between the delegation

clause in the first contract and forum selection clause in the 

second, the question is whether the parties agreed to send

the given dispute to arbitration—and, per usual, that question must be answered by a court.

Coinbase seems to concede this point. See Reply Brief 12

(“Coinbase agrees that the Court can and should assess

whether the official rules displaced the parties’ consent to 

have an arbitrator decide arbitrability”). Nevertheless, it 

offers a slew of reasons why we should revisit the Ninth 

Circuit’s bottom-line conclusion. None of these reasons persuades us to do so. 

First, Coinbase invokes the so-called severability principle. Under the severability principle, “an arbitration [or 

delegation] provision is severable from the remainder of the

contract,” and “unless the challenge is to the arbitration [or

delegation] clause itself, the issue of the contract’s validity

is considered by the arbitrator in the first instance.” Buckeye Check Cashing, Inc. v. Cardegna, 546 U. S. 440, 445– 
 

Cite as: 602 U. S. ____ (2024) 7 

Opinion of the Court 

446 (2006). Coinbase argues that, pursuant to this principle, the Ninth Circuit should have isolated the User Agreement’s delegation provision and considered only arguments

specific to that provision.

Assuming without deciding that the severability principle is implicated here, it is nonetheless satisfied. The severability principle establishes that a party seeking to avoid 

arbitration must directly challenge the arbitration or delegation clause, not just the contract as a whole. But this rule 

does not require that a party challenge only the arbitration 

or delegation provision. Rather, where a challenge applies 

“equally” to the whole contract and to an arbitration or delegation provision, a court must address that challenge. 

Rent-A-Center, 561 U. S., at 71. Again, basic principles of 

contract and consent require that result. Arbitration and 

delegation agreements are simply contracts, and, normally,

if a party says that a contract is invalid, the court must address that argument before deciding the merits of the contract dispute. So too here. “If a party challenges the validity . . . of the precise agreement to arbitrate at issue, the 

federal court must consider the challenge before ordering 

compliance with that [arbitration] agreement.” Ibid. (emphasis added).*

Next, Coinbase contends that, as a matter of California 

—————— 

*Coinbase’s argument that respondents failed to challenge the delegation provision in the District Court is itself forfeited. Coinbase did not 

raise that argument before the Ninth Circuit, and the Ninth Circuit did 

not address it. That argument is also meritless: When opposing Coinbase’s motion to compel arbitration in the District Court, respondents 

pointed out that “courts can refer the question of arbitrability to an arbitrator only ‘if a valid [arbitration] agreement exists,’ ” and, “since Official 

Rules ¶10 ‘superseded’ the parties’ prior arbitration agreements, any 

prior agreement to arbitrate Sweepstakes-related disputes no longer exists.” 2 App. 451 (alteration in original). Respondents’ District Court 

challenge was “directed specifically to” the delegation provision. Rent-ACenter, 561 U. S., at 71. Thus, this case is not like Rent-A-Center, where 

the plaintiff “did [not] even mention the delegation provision.” Id., at 72. 
 

8 COINBASE, INC. v. SUSKI 

Opinion of the Court 

law, the Ninth Circuit was wrong to hold that the Official

Rules’ forum selection clause superseded the User Agreement’s delegation provision. That issue is outside the scope 

of the question presented, and we do not address it. We 

took this case to decide whether, under the FAA, a court or 

an arbitrator decides which of the two contractual provisions controls. We decline to consider auxiliary questions 

about whether the Ninth Circuit properly applied state law.

Finally, Coinbase contends that our approach will invite

chaos by facilitating challenges to delegation clauses. We 

do not believe that such chaos will follow. In cases where 

parties have agreed to only one contract, and that contract

contains an arbitration clause with a delegation provision, 

then, absent a successful challenge to the delegation provision, courts must send all arbitrability disputes to arbitration. But, where, as here, parties have agreed to two contracts—one sending arbitrability disputes to arbitration, 

and the other either explicitly or implicitly sending arbitrability disputes to the courts—a court must decide which 

contract governs. To hold otherwise would be to impermissibly “‘elevate [a delegation provision] over other forms of 

contract.’” Ibid. (quoting Prima Paint Corp. v. Flood & 

Conklin Mfg. Co., 388 U. S. 395, 404, n. 12 (1967)). 

* * * 

We conclude that a court, not an arbitrator, must decide 

whether the parties’ first agreement was superseded by

their second. The Ninth Circuit’s judgment is affirmed. 

It is so ordered. 
 

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Cite as: 602 U. S. ____ (2024) 1 

GORSUCH, J., concurring 

SUPREME COURT OF THE UNITED STATES 

No. 23–3 

COINBASE, INC., PETITIONER v. DAVID SUSKI, ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE NINTH CIRCUIT 

[May 23, 2024] 

JUSTICE GORSUCH, concurring. 

Often, parties choose to send disputes arising from their 

contracts to an arbitrator instead of a court. Ante, at 4; see 

9 U. S. C. §2. Just as often, it seems, parties later wind up 

disagreeing about whether a particular dispute is subject to

that arbitration agreement. Sometimes a court can resolve 

their disagreement about the “arbitrability” of a particular 

dispute. But sometimes not. For parties can agree to send 

arbitrability questions to an arbitrator too, through what 

this Court calls a delegation clause. Ante, at 4–5; Henry 

Schein, Inc. v. Archer & White Sales, Inc., 586 U. S. 63, 65 

(2019).

What happens when (as in this case) the parties have two

contracts, one with a delegation clause, a second without,

and a dispute later arises? Like everything else in this

area, it depends on what the parties have agreed. Ante, at 

4. Sometimes, a court may conclude that the parties’ agreements are best read as leaving for the court the task of resolving the arbitrability of the dispute at hand. But sometimes, the parties’ agreements may be best read as vesting

that power in an arbitrator. Just imagine a master contract

providing that “all disputes arising out of or related to this

or future agreements between the parties, including questions concerning whether a dispute should be routed to arbitration, shall be decided by an arbitrator.” Absent some 
 

2 COINBASE, INC. v. SUSKI 

GORSUCH, J., concurring 

later amendment, a provision like that would seem to require a court to step aside. See ante, at 8. 

It is not clear to me whether the Ninth Circuit appreciated this point. But nor does that matter. Our decision 

today recognizes—and stresses—that “[a]rbitration is a 

matter of contract,” ante, at 1, and parties can “‘agree by 

contract that an arbitrator, rather than a court, will resolve 

threshold arbitrability questions as well as underlying merits disputes,’” ante, at 4 (quoting Henry Schein, 586 U. S., 

at 65). Notably, too, the Court does not endorse the reasoning in the Ninth Circuit’s opinion, let alone its state contract law analysis of the parties’ agreements. See ante, at 

7–8. Instead, the Court simply reaffirms well-established 

principles about the primacy of the parties’ agreements 

when it comes to arbitration, ante, at 4, and the Ninth Circuit’s “bottom-line conclusion” that a court had to decide 

whether and to what extent the parties here reached “an

agreement” to have an arbitrator resolve the question of arbitrability, ante, at 1–2, 6. With that understanding, I am

pleased to concur.