(Slip Opinion) OCTOBER TERM, 2019 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 

GE ENERGY POWER CONVERSION FRANCE SAS, 

CORP., FKA CONVERTEAM SAS v. OUTOKUMPU 

STAINLESS USA, LLC, ET AL. 

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 

THE ELEVENTH CIRCUIT

No. 18–1048. Argued January 21, 2020—Decided June 1, 2020 

ThyssenKrupp Stainless USA, LLC, entered into three contracts with 

F. L. Industries, Inc., for the construction of cold rolling mills at 

ThyssenKrupp’s steel manufacturing plant in Alabama. Each contract 

contained a clause requiring arbitration of any contract dispute. F. L. 

Industries then entered into a subcontractor agreement with petitioner (GE Energy) for the provision of nine motors to power the cold 

rolling mills. After the motors for the cold rolling mills allegedly failed, 

Outokumpu Stainless USA, LLC (which acquired ownership of the 

plant), and its insurers sued GE Energy in Alabama state court. GE 

Energy removed the case to federal court under 9 U. S. C. §205. It then 

moved to dismiss and compel arbitration, relying on the arbitration 

clauses in the F. L. Industries and ThyssenKrupp contracts. The District Court granted the motion, concluding that both Outokumpu and 

GE Energy were parties to the agreement. The Eleventh Circuit reversed. It concluded that the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention or Convention) allows enforcement of an arbitration agreement only by the 

parties that actually signed the agreement and that GE Energy was a 

nonsignatory. It also held that allowing GE Energy to rely on statelaw equitable estoppel doctrines to enforce the arbitration agreement 

would conflict with the Convention’s signatory requirement. 

Held: The New York Convention does not conflict with domestic equitable estoppel doctrines that permit the enforcement of arbitration 

agreements by nonsignatories. Pp. 3–12. 

 (a) Chapter 1 of the Federal Arbitration Act (FAA) does not “alter 
 

 

 

 

 

 

 

 

 

2 GE ENERGY POWER CONVERSION FRANCE SAS 

v. OUTOKUMPU STAINLESS USA, LLC 

Syllabus 

background principles of state contract law regarding the scope of 

agreements (including the question of who is bound by them).” Arthur 

Andersen LLP v. Carlisle, 556 U. S. 624, 630. The “ ‘traditional principles’ of state law” that apply under Chapter 1 include doctrines, like 

equitable estoppel, authorizing contract enforcement by a nonsignatory. Id., at 631–632. 

The New York Convention is a multilateral treaty addressing international arbitration. One Article of the Convention addresses arbitration agreements—Article II—and one provision of Article II addresses 

the enforcement of those agreements—Article II(3). Article II(3) provides that courts of a contracting state “shall . . . refer the parties to 

arbitration” when the parties to an action entered into a written agreement to arbitrate and one of the parties requests such a referral.

Chapter 2 of the FAA grants federal courts jurisdiction over actions 

governed by the Convention. As relevant here, Chapter 2 provides that

“Chapter 1 applies to actions and proceedings brought under this chapter to the extent that [Chapter 1] is not in conflict with this chapter or

the Convention.” 9 U. S. C. §208. Pp. 3–6.

(b) The application of familiar tools of treaty interpretation establishes that the state-law equitable estoppel doctrines permitted under

Chapter 1 do not “conflict with . . . the Convention.” §208. Pp. 6–11.

(1) The text of the New York Convention does not address whether 

nonsignatories may enforce arbitration agreements under domestic

doctrines such as equitable estoppel. The Convention is simply silent 

on the issue of nonsignatory enforcement. This silence is dispositive 

because nothing in the Convention’s text could be read to conflict with

the application of domestic equitable estoppel doctrines. Article II(3)—

the only provision in the Convention addressing the enforcement of arbitration agreements—contains no exclusionary language; it does not 

state that arbitration agreements shall be enforced only in the identified circumstances. Given that the Convention was drafted against 

the backdrop of domestic law, it would be unnatural to read Article 

II(3) to displace domestic doctrines in the absence of such language.

This interpretation is especially appropriate because Article II contemplates using domestic doctrines to fill gaps in the Convention. Pp. 6– 

7. 

(2) This interpretation is confirmed by the Convention’s negotiation and drafting history as well as “ ‘the postratification understanding’ of signatory nations,” Medellín v. Texas, 552 U. S. 491, 507. 

Cherry-picked generalizations from the negotiating and drafting 

history cannot be used to create a rule that finds no support in the 

treaty’s text. Here, to the extent that the Convention’s drafting history 

sheds any light on the treaty’s meaning, it shows only that the drafters

sought to impose baseline requirements on contracting states so that 
 

 

 

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Syllabus 

signatories would “not be permitted to decline enforcement of such 

agreements on the basis of parochial views of their desirability or in a 

manner that would diminish the mutually binding nature of the agreements.” Scherk v. Alberto-Culver Co., 417 U. S. 506, 520, n. 15. 

The postratification understanding of other contracting states—as 

evidenced by the “[d]ecisions of the courts of other Convention signatories,” El Al Israel Airlines, Ltd. v. Tsui Yuan Tseng, 525 U. S. 155, 

175, and the “postratification conduct” of contracting state governments, Zicherman v. Korean Air Lines Co., 516 U. S. 217, 227—may

also serve as an aid to this Court’s interpretation. Here, numerous 

sources indicate that the New York Convention does not prohibit the

application of domestic law addressing the enforcement of arbitration 

agreements. These sources, however, are from decades after the finalization of the New York Convention’s text in 1958. This diminishes 

their value as evidence of the original understanding of the treaty’s 

meaning.

Finally, because the Court’s textual analysis and the Executive’s interpretation of the Convention align here, there is no need to determine whether the Executive’s understanding is entitled to “weight” or

“deference.” Cf. Edelman v. Lynchburg College, 535 U. S. 106, 114– 

115, n. 8. Pp. 7–11. 

(c) The Court of Appeals may address on remand whether GE Energy can enforce the arbitration clauses under equitable estoppel principles and which body of law governs that determination. Pp. 11–12. 

902 F. 3d 1316, reversed and remanded. 

THOMAS, J., delivered the opinion for a unanimous Court. SOTOMAYOR, 

J., filed a concurring opinion. 
 

 

 

_________________ 

Cite as: 590 U. S. ____ (2020) 1 

Opinion of the Court 

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

preliminary print of the United States Reports. Readers are requested to 

notify the Reporter of Decisions, Supreme Court of the United States, Washington, D. C. 20543, of any typographical or other formal errors, in order that 

corrections may be made before the preliminary print goes to press. 

SUPREME COURT OF THE UNITED STATES _________________ 

No. 18–1048 

GE ENERGY POWER CONVERSION FRANCE SAS, 

CORP., FKA CONVERTEAM SAS, PETITIONER v. 

OUTOKUMPU STAINLESS USA, LLC, ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE ELEVENTH CIRCUIT 

[June 1, 2020]

 JUSTICE THOMAS delivered the opinion of the Court. 

The question in this case is whether the Convention on

the Recognition and Enforcement of Foreign Arbitral

Awards, June 10, 1958, 21 U. S. T. 2517, T. I. A. S. No. 

6997, conflicts with domestic equitable estoppel doctrines

that permit the enforcement of arbitration agreements by 

nonsignatories. We hold that it does not. 

I 

In 2007, ThyssenKrupp Stainless USA, LLC, entered into

three contracts with F. L. Industries, Inc., for the construction of cold rolling mills at ThyssenKrupp’s steel manufacturing plant in Alabama. Each of the contracts contained 

an identical arbitration clause. The clause provided that

“[a]ll disputes arising between both parties in connection

with or in the performances of the Contract . . . shall be submitted to arbitration for settlement.” App. 171. 

After executing these agreements, F. L. Industries, Inc., 

entered into a subcontractor agreement with petitioner GE

Energy Power Conversion France SAS, Corp. (GE Energy),

then known as Converteam SAS. Under that agreement, 
 

2 GE ENERGY POWER CONVERSION FRANCE SAS 

v. OUTOKUMPU STAINLESS USA, LLC 

Opinion of the Court 

GE Energy agreed to design, manufacture, and supply motors for the cold rolling mills. Between 2011 and 2012, GE 

Energy delivered nine motors to the Alabama plant for installation. Soon thereafter, respondent Outokumpu Stainless USA, LLC, acquired ownership of the plant from

ThyssenKrupp.

According to Outokumpu, GE Energy’s motors failed by

the summer of 2015, resulting in substantial damages. In 

2016, Outokumpu and its insurers filed suit against GE Energy in Alabama state court. GE Energy removed the case 

to federal court under 9 U. S. C. §205, which authorizes the 

removal of an action from state to federal court if the action 

“relates to an arbitration agreement . . . falling under the 

Convention [on the Recognition and Enforcement of Foreign Arbitral Awards].” GE Energy then moved to dismiss 

and compel arbitration, relying on the arbitration clauses 

in the contracts between F. L. Industries, Inc., and 

ThyssenKrupp.

The District Court granted GE Energy’s motion to dismiss and compel arbitration with Outokumpu and Sompo 

Japan Insurance Company of America. Outokumpu Stainless USA LLC v. Converteam SAS, 2017 WL 401951 (SD

Ala., Jan. 30, 2017).1 The court held that GE Energy qualified as a party under the arbitration clauses because the 

contracts defined the terms “Seller” and “Parties” to include 

subcontractors. Id., at *4. Because the court concluded 

that both Outokumpu and GE Energy were parties to the 

agreements, it declined to address GE Energy’s argument 

that the agreement was enforceable under equitable estoppel. Id., at *1, n. 1. 

The Eleventh Circuit reversed the District Court’s order 

compelling arbitration. Outokumpu Stainless USA, LLC v. 

—————— 1The District Court later granted GE Energy’s motion to compel arbitration with additional insurers. Outokumpu Stainless USA LLC v. Converteam SAS, 2017 WL 480716 (SD Ala., Feb. 3, 2017). 
 

 

 

Cite as: 590 U. S. ____ (2020) 3 

Opinion of the Court 

Converteam SAS, 902 F. 3d 1316 (2018). The court interpreted the Convention on the Recognition and Enforcement 

of Foreign Arbitral Awards (New York Convention or Convention) to include a “requirement that the parties actually 

sign an agreement to arbitrate their disputes in order to

compel arbitration.” Id., at 1326 (emphasis in original).

The court concluded that this requirement was not satisfied

because “GE Energy is undeniably not a signatory to the 

Contracts.” Ibid. It then held that GE Energy could not 

rely on state-law equitable estoppel doctrines to enforce the 

arbitration agreement as a nonsignatory because, in the 

court’s view, equitable estoppel conflicts with the Convention’s signatory requirement. Id., at 1326–1327. 

Given a conflict between the Courts of Appeals on this 

question,2 we granted certiorari. 588 U. S. ___ (2019). 

II 

A 

Chapter 1 of the Federal Arbitration Act (FAA) permits

courts to apply state-law doctrines related to the enforcement of arbitration agreements. Section 2 of that chapter

provides that an arbitration agreement in writing “shall be 

. . . enforceable, save upon such grounds as exist at law or 

in equity for the revocation of any contract.” 9 U. S. C. §2. 

As we have explained, this provision requires federal courts 

to “place [arbitration] agreements ‘“upon the same footing 

as other contracts.”’” Volt Information Sciences, Inc. v. 

Board of Trustees of Leland Stanford Junior Univ., 489 

U. S. 468, 474 (1989) (quoting Scherk v. Alberto-Culver Co., 

417 U. S. 506, 511 (1974)). But it does not “alter background principles of state contract law regarding the scope 

of agreements (including the question of who is bound by 

—————— 2Compare 902 F. 3d 1316, 1326 (CA11 2018), and Yang v. Majestic 

Blue Fisheries, LLC, 876 F. 3d 996, 1001–1002 (CA9 2017), with Aggarao 

v. MOL Ship Mgmt. Co., 675 F. 3d 355, 375 (CA4 2012), and Sourcing 

Unlimited, Inc. v. Asimco Int’l, Inc., 526 F. 3d 38, 48 (CA1 2008). 
 

4 GE ENERGY POWER CONVERSION FRANCE SAS 

v. OUTOKUMPU STAINLESS USA, LLC 

Opinion of the Court 

them).” Arthur Andersen LLP v. Carlisle, 556 U. S. 624, 

630 (2009).

The “traditional principles of state law” that apply under

Chapter 1 include doctrines that authorize the enforcement

of a contract by a nonsignatory. Id., at 631 (internal quotation marks omitted). For example, we have recognized that

arbitration agreements may be enforced by nonsignatories 

through “‘assumption, piercing the corporate veil, alter ego, 

incorporation by reference, third-party beneficiary theories,

waiver and estoppel.’” Ibid. (quoting 21 R. Lord, Williston 

on Contracts §57:19, p. 183 (4th ed. 2001)). 

This case implicates domestic equitable estoppel doctrines. Generally, in the arbitration context, “equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a 

signatory to the written agreement must rely on the terms 

of that agreement in asserting its claims against the nonsignatory.” Id., at 200 (2017). In Arthur Andersen, we recognized that Chapter 1 of the FAA permits a nonsignatory 

to rely on state-law equitable estoppel doctrines to enforce 

an arbitration agreement. 556 U. S., at 631–632. 

B 

The New York Convention is a multilateral treaty that

addresses international arbitration. 21 U. S. T. 2517, 

T. I. A. S. No. 6997. It focuses almost entirely on arbitral 

awards. Article I(1) describes the Convention as applying

only to “the recognition and enforcement of arbitral 

awards.” Id., at 2519. Articles III, IV, and V contain recognition and enforcement obligations related to arbitral 

awards for contracting states and for parties seeking the

enforcement of arbitral awards. Id., at 2519–2520. Article 

VI addresses when an award can be set aside or suspended. 

Id., at 2520. And Article VII(1) states that the “Convention 

shall not . . . deprive any interested party of any right he 
 

 

 

Cite as: 590 U. S. ____ (2020) 5 

Opinion of the Court 

may have to avail himself of an arbitral award in the manner and to the extent allowed by the law or the treaties of 

the country where such award is sought to be relied upon.” 

Id., at 2520–2521. 

Only one article of the Convention addresses arbitration 

agreements—Article II. That article contains only three

provisions, each one sentence long. Article II(1) requires

“[e]ach Contracting State [to] recognize an agreement in

writing under which the parties undertake to submit to arbitration all or any differences which have arisen or which

may arise between them in respect of a defined legal relationship, whether contractual or not, concerning a subject 

matter capable of settlement by arbitration.” Id., at 2519. 

Article II(2) provides that “[t]he term ‘agreement in writing’ 

shall include an arbitral clause in a contract or an arbitration agreement, signed by the parties or contained in an exchange of letters or telegrams.” Ibid. Finally, Article II(3) 

states that “[t]he court of a Contracting State, when seized

of an action in a matter in respect of which the parties have 

made an agreement within the meaning of this article,

shall, at the request of one of the parties, refer the parties 

to arbitration, unless it finds that the said agreement is null 

and void, inoperative or incapable of being performed.” 

Ibid. 

C 

In 1970, the United States acceded to the New York Convention, and Congress enacted implementing legislation in

Chapter 2 of the FAA. See 84 Stat. 692, 9 U. S. C. §§201– 

208. Chapter 2 grants federal courts jurisdiction over actions governed by the Convention, §203; establishes venue 

for such actions, §204; authorizes removal from state court,

§205; and empowers courts to compel arbitration, §206.

Chapter 2 also states that “Chapter 1 applies to actions and 

proceedings brought under this chapter to the extent that 
 

6 GE ENERGY POWER CONVERSION FRANCE SAS 

v. OUTOKUMPU STAINLESS USA, LLC 

Opinion of the Court 

[Chapter 1] is not in conflict with this chapter or the Convention.” §208. 

III 

We must determine whether the equitable estoppel doctrines permitted under Chapter 1 of the FAA, see supra, at 

3–4, “conflict with . . . the Convention.” §208. Applying familiar tools of treaty interpretation, we conclude that they 

do not conflict. 

A 

“The interpretation of a treaty, like the interpretation of

a statute, begins with its text.” Medellín v. Texas, 552 U. S. 

491, 506 (2008). The text of the New York Convention does 

not address whether nonsignatories may enforce arbitration agreements under domestic doctrines such as equitable

estoppel. The Convention is simply silent on the issue of 

nonsignatory enforcement, and in general, “a matter not

covered is to be treated as not covered”—a principle “so obvious that it seems absurd to recite it,” A. Scalia & B. Garner, Reading Law: The Interpretation of Legal Texts 93 

(2012).

This silence is dispositive here because nothing in the

text of the Convention could be read to otherwise prohibit 

the application of domestic equitable estoppel doctrines.

Only one Article of the Convention addresses arbitration

agreements—Article II—and only one provision of Article II

addresses the enforcement of those agreements—Article

II(3). The text of Article II(3) states that courts of a contracting state “shall . . . refer the parties to arbitration” 

when the parties to an action entered into a written agreement to arbitrate and one of the parties requests referral to

arbitration. The provision, however, does not restrict contracting states from applying domestic law to refer parties 

to arbitration in other circumstances. That is, Article II(3)

provides that arbitration agreements must be enforced in 
Cite as: 590 U. S. ____ (2020) 7 

Opinion of the Court 

certain circumstances, but it does not prevent the application of domestic laws that are more generous in enforcing 

arbitration agreements. Article II(3) contains no exclusionary language; it does not state that arbitration agreements 

shall be enforced only in the identified circumstances. 

Given that the Convention was drafted against the backdrop of domestic law, it would be unnatural to read Article

II(3) to displace domestic doctrines in the absence of exclusionary language. Cf. Marx v. General Revenue Corp., 568 

U. S. 371, 380–384 (2013).

This interpretation is especially appropriate in the context of Article II. Far from displacing domestic law, the provisions of Article II contemplate the use of domestic doctrines to fill gaps in the Convention. For example, Article

II(1) refers to disputes “capable of settlement by arbitration,” but it does not identify what disputes are arbitrable, 

leaving that matter to domestic law. Mitsubishi Motors 

Corp. v. Soler Chrysler-Plymouth, Inc., 473 U. S. 614, 639, 

n. 21 (1985). Similarly, Article II(3) states that it does not

apply to agreements that are “null and void, inoperative or 

incapable of being performed,” but it fails to define those 

terms. Again, the Convention requires courts to rely on domestic law to fill the gaps; it does not set out a comprehensive regime that displaces domestic law. 

In sum, the only provision of the Convention that addresses the enforcement of arbitration agreements is Article II(3). We do not read the nonexclusive language of that 

provision to set a ceiling that tacitly precludes the use of 

domestic law to enforce arbitration agreements. Thus, 

nothing in the text of the Convention “conflict[s] with” the 

application of domestic equitable estoppel doctrines permitted under Chapter 1 of the FAA. 9 U. S. C. §208. 

B 

“Because a treaty ratified by the United States is ‘an 
8 GE ENERGY POWER CONVERSION FRANCE SAS 

v. OUTOKUMPU STAINLESS USA, LLC 

Opinion of the Court 

agreement among sovereign powers,’ we have also considered as ‘aids to its interpretation’ the negotiation and drafting history of the treaty as well as ‘the postratification understanding’ of signatory nations.” Medellín, 552 U. S., at 

507 (quoting Zicherman v. Korean Air Lines Co., 516 U. S. 

217, 226 (1996)). These aids confirm our interpretation of

the Convention’s text. 

1 

Our precedents have looked to the “negotiating and drafting history” of a treaty as an aid in determining the shared

understanding of the treaty. Id., at 226. Invoking this interpretive aid, Outokumpu argues that the Convention’s

drafting history establishes a “rule of consent” that “displace[s] varying local laws.” Brief for Respondents 27. We 

are unpersuaded. For one, nothing in the text of the Convention imposes a “rule of consent” that displaces domestic 

law—let alone a rule that allows some domestic-law doctrines and not others, as Outokumpu proposes. The only 

time the Convention uses the word “consent” is in Article 

X(3), which addresses ratification and accession procedures. Moreover, the statements relied on by Outokumpu 

do not address the specific question whether the Convention prohibits the application of domestic law that would 

allow nonsignatories to compel arbitration. Cherry-picked 

“generalization[s]” from the negotiating and drafting history cannot be used to create a rule that finds no support in 

the treaty’s text. Zicherman, 516 U. S., at 227. 

To the extent the drafting history sheds any light on the

meaning of the Convention, it shows only that the drafters

sought to impose baseline requirements on contracting 

states. As this Court has recognized, “[i]n their discussion

of [Article II], the delegates to the Convention voiced frequent concern that courts of signatory countries . . . should 

not be permitted to decline enforcement of such agreements

on the basis of parochial views of their desirability or in a 
 

Cite as: 590 U. S. ____ (2020) 9 

Opinion of the Court 

manner that would diminish the mutually binding nature

of the agreements.” Scherk, 417 U. S., at 520, n. 15 (citing 

G. Haight, Convention on the Recognition and Enforcement

of Foreign Arbitral Awards: Summary Analysis of Record of 

United Nations Conference, May/June 1958, pp. 24–28

(1958)). Nothing in the drafting history suggests that the

Convention sought to prevent contracting states from applying domestic law that permits nonsignatories to enforce 

arbitration agreements in additional circumstances. 

2 

“[T]he postratification understanding” of other contracting states may also serve as an aid to our interpretation of

a treaty’s meaning. Medellín, 552 U. S., at 507 (internal 

quotation marks omitted). To discern this understanding,

we have looked to the “[d]ecisions of the courts of other Convention signatories,” El Al Israel Airlines, Ltd. v. Tsui Yuan 

Tseng, 525 U. S. 155, 175 (1999), as well as the “postratification conduct” of the governments of contracting states, Zicherman, 516 U. S., at 227. 

Here, the weight of authority from contracting states indicates that the New York Convention does not prohibit the

application of domestic law addressing the enforcement of 

arbitration agreements. The courts of numerous contracting states permit enforcement of arbitration agreements by 

entities who did not sign an agreement. See 1 G. Born, International Commercial Arbitration §10.02, pp. 1418–1484 

(2d ed. 2014) (compiling cases). The United States identifies at least one contracting state with domestic legislation 

illustrating a similar understanding. See Brief for United 

States as Amicus Curiae 28 (discussing Peru’s national legislation). And GE Energy points to a recommendation issued by the United Nations Commission on International 

Trade Law that, although not directly addressing Article 

II(3), adopts a nonexclusive interpretation of Article II(1) 
 

10 GE ENERGY POWER CONVERSION FRANCE SAS 

v. OUTOKUMPU STAINLESS USA, LLC 

Opinion of the Court 

and (2). Report of the United Nations Commission on International Trade Law on the Work of Its Thirty-Ninth Session, Recommendation Regarding the Interpretation of Article II, Paragraph 2, and Article VII, Paragraph 1, of the 

Convention on the Recognition and Enforcement of Foreign

Arbitral Awards ¶¶1, 2, U. N. Doc. A/61/17, annex II (July 

7, 2006) (UN recommendation).

These sources, while generally pointing in one direction,

are not without their faults. The court decisions, domestic 

legislation, and UN recommendation relied on by the parties occurred decades after the finalization of the New York 

Convention’s text in 1958. This diminishes the value of 

these sources as evidence of the original shared understanding of the treaty’s meaning. Moreover, unlike the actions and decisions of signatory nations, we have not previously relied on UN recommendations to discern the

meaning of treaties. See also Yang v. Majestic Blue Fisheries, LLC, 876 F. 3d 996, 1000–1001 (CA9 2017) (declining to

give weight to the 2006 UN recommendation). But to the 

extent this evidence is given any weight, it confirms our interpretation of the Convention’s text. 

3 

Finally, the parties dispute whether the Executive’s interpretation of the New York Convention should affect our 

analysis. The United States claims that we should apply a 

“‘canon of deference’” and give “ ‘“great weight”’” to an interpretation set forth by the Executive in an amicus brief 

submitted to the D. C. Circuit in 2014. Brief for United 

States as Amicus Curiae 30 (quoting Abbott v. Abbott, 560 

U. S. 1, 15 (2010)); see also Brief for United States as Amicus Curiae in No. 13–7004 (CADC), pp. 7, 9. GE Energy 

echoes this request. Outokumpu, on the other hand, argues 

that the Executive’s noncontemporaneous interpretation 

sheds no light on the meaning of the treaty, asserting that

the Executive expressed the “opposite . . . view at the time 
 

Cite as: 590 U. S. ____ (2020) 11 

Opinion of the Court 

of the Convention’s adoption.” Brief for Respondents 33.

Outokumpu asserts that this Court has repeatedly rejected 

executive interpretations that contradict the treaty’s text or

the political branches’ previous understanding of a treaty. 

Id., at 34–35 (citing, e.g., Chan v. Korean Air Lines, Ltd., 

490 U. S. 122, 136 (1989) (Brennan, J., concurring in judgment); Perkins v. Elg, 307 U. S. 325, 328, 337–349 (1939)). 

We have never provided a full explanation of the basis for 

our practice of giving weight to the Executive’s interpretation of a treaty. Nor have we delineated the limitations of 

this practice, if any. But we need not resolve these issues 

today. Our textual analysis aligns with the Executive’s interpretation so there is no need to determine whether the 

Executive’s understanding is entitled to “weight” or “deference.” Cf. Edelman v. Lynchburg College, 535 U. S. 106, 

114–115, n. 8 (2002) (“[T]here is no need to resolve deference issues when there is no need for deference”). 

IV 

The Court of Appeals did not analyze whether Article

II(3) of the New York Convention conflicts with equitable 

estoppel. Instead, the court held that Article II(1) and (2)

include a “requirement that the parties actually sign an 

agreement to arbitrate their disputes in order to compel arbitration.” 902 F. 3d, at 1326. But those provisions address

the recognition of arbitration agreements, not who is bound 

by a recognized agreement. Article II(1) simply requires 

contracting states to “recognize an agreement in writing,” 

and Article II(2) defines the term “agreement in writing.” 

Here, the three agreements at issue were both written and 

signed.3 Only Article II(3) speaks to who may request referral under those agreements, and it does not prohibit the 

application of domestic law. See supra, at 6–7. 

—————— 3We do not address whether Article II(2) requires a signed agreement. 
12 GE ENERGY POWER CONVERSION FRANCE SAS 

v. OUTOKUMPU STAINLESS USA, LLC 

Opinion of the Court 

Because the Court of Appeals concluded that the Convention prohibits enforcement by nonsignatories, the court did

not determine whether GE Energy could enforce the arbitration clauses under principles of equitable estoppel or 

which body of law governs that determination. Those questions can be addressed on remand. We hold only that the 

New York Convention does not conflict with the enforcement of arbitration agreements by nonsignatories under domestic-law equitable estoppel doctrines. 

* * * 

For the foregoing reasons, we reverse the judgment of the

Court of Appeals and remand the case for further proceedings consistent with this opinion. 

It is so ordered. 
_________________ 

_________________ 

Cite as: 590 U. S. ____ (2020) 1 

SOTOMAYOR, J., concurring 

SUPREME COURT OF THE UNITED STATES 

No. 18–1048 

GE ENERGY POWER CONVERSION FRANCE SAS, 

CORP., FKA CONVERTEAM SAS, PETITIONER v. 

OUTOKUMPU STAINLESS USA, LLC, ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE ELEVENTH CIRCUIT 

[June 1, 2020]

 JUSTICE SOTOMAYOR, concurring. 

I agree with the Court that the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June

10, 1958, 21 U. S. T. 2517, T. I. A. S. No. 6997 (New York 

Convention), does not categorically prohibit the application

of domestic doctrines, such as equitable estoppel, that may 

permit nonsignatories to enforce arbitration agreements. I 

note, however, that the application of such domestic doctrines is subject to an important limitation: Any applicable 

domestic doctrines must be rooted in the principle of consent to arbitrate. 

This limitation is part and parcel of the Federal Arbitration Act (FAA) itself. It is a “basic precept,” Stolt-Nielsen 

S. A. v. AnimalFeeds Int’l Corp., 559 U. S. 662, 681 (2010), 

that “[a]rbitration under the [FAA] is a matter of consent, 

not coercion,” Volt Information Sciences, Inc. v. Board of 

Trustees of Leland Stanford Junior Univ., 489 U. S. 468, 

479 (1989); see also, e.g., Lamps Plus, Inc. v. Varela, 587 

U. S. ___, ___ (2019) (slip op., at 7) (“Consent is essential 

under the FAA”); Granite Rock Co. v. Teamsters, 561 U. S. 

287, 299 (2010) (“[T]he first principle that underscores all 

of our arbitration decisions” is that “[a]rbitration is strictly 

‘a matter of consent’”). “We have emphasized th[is] ‘foundational FAA principle’ many times,” Lamps Plus, 587 
 

2 GE ENERGY POWER CONVERSION FRANCE SAS 

v. OUTOKUMPU STAINLESS USA, LLC 

SOTOMAYOR, J., concurring 

U. S., at ___ (slip op., at 7) (quoting Stolt-Nielsen, 559 U. S., 

at 684) (citing cases), and even the parties find common

ground on the point, see Tr. of Oral Arg. 7, 49; Brief for Respondents 2.

Because this consent principle governs the FAA on the

whole, it constrains any domestic doctrines under Chapter 

1 of the FAA that might “appl[y]” to Convention proceedings

(to the extent they do not “conflict with” the Convention). 9 

U. S. C. §208; cf. ante, at 5–6. Parties seeking to enforce

arbitration agreements under Article II of the Convention 

thus may not rely on domestic nonsignatory doctrines that

fail to reflect consent to arbitrate. 

While the FAA’s consent principle itself is crystalline, it 

is admittedly difficult to articulate a bright-line test for determining whether a particular domestic nonsignatory doctrine reflects consent to arbitrate. That is in no small part

because some domestic nonsignatory doctrines vary from

jurisdiction to jurisdiction. With equitable estoppel, for instance, one formulation of the doctrine may account for a 

party’s consent to arbitrate while another does not. Cf. 

Brief for Respondents 45 (maintaining that courts have 

applied at least “three different versions” of GE Energy’s 

equitable-estoppel theory, including one that allegedly “allows a non-party to force arbitration even of claims wholly

unconnected to the agreement”). Lower courts must therefore determine, on a case-by-case basis, whether applying a

domestic nonsignatory doctrine would violate the FAA’s inherent consent restriction.* 

—————— 

* In this case, however, I am skeptical that any domestic nonsignatory 

doctrines need come into play at all, because Outokumpu appears to have

expressly agreed to arbitrate disputes under the relevant contract with 

subcontractors like GE Energy. The contract provided that disputes arising between the buyer and seller in connection with the contract were 

subject to arbitration. App. 171. It also specified that the seller in the 

contract “shall be understood” to include “[s]ub-contractors.” Id., at 88– 

89. And it appended a list of potential subcontractors, one of which was 
 

Cite as: 590 U. S. ____ (2020) 3 

SOTOMAYOR, J., concurring 

Article II of the Convention leaves much to the contracting states to resolve on their own, and the FAA imposes few 

restrictions. Nevertheless, courts applying domestic nonsignatory doctrines to enforce arbitration agreements under the Convention must strictly adhere to “the foundational FAA principle that arbitration is a matter of 

consent.” Stolt-Nielsen, 559 U. S., at 684. Because the 

Court’s opinion is consistent with this limitation, I join it in

full. 

—————— 

GE Energy’s predecessor, Converteam. Id., at 184–185.