(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 cons truction 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 su bcontractor 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 cour t under 9 U. S. C. §205. It then moved to dismiss and compel arbitr ation, relying on the arbitrationclauses in the F. L. Industries and ThyssenKrupp contracts. The District Court granted the motion, conc luding that both Outokumpu and GE Energy were parties to the agr eement. The Eleventh Circuit reversed. It concluded that the Conv ention 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 ag reement and that GE Energy was anonsignatory. It also held that allowing GE Energy to rely on statelaw equitable estoppel doctrines to enforce the arbitration agreement would conflict with the Conventi on’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 “alter2 GE ENERGY POWER CONVERSION FRANCE SAS

v. OUTOKUMPU STAINLESS USA, LLC Syllabus
background principles of state cont ract 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 princi

ples’ of state law” that apply under Chapter 1 include doctrines, like equitable estoppel, authorizing contract enforcement by a nonsigna

tory. Id. , at 631–632.

The New York Convention is a mu ltilateral treaty addressing inter

national arbitration. One Article of the Convention addresses arbitra

tion agreements—Article II—and on e provision of Article II addresses the enforcement of thos e agreements—Article II(3). Article II(3) pro

vides that courts of a contracting state “shall . . . refer the parties to arbitration” when the parties to an action entered into a written agree

ment to arbitrate and one of the parties requests such a referral.

Chapter 2 of the FAA grants federa l courts jurisdicti on over actions governed by the Convention. As rele vant here, Chapter 2 provides that “Chapter 1 applies to actions and proceedings brought under this chap

ter 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 t ools of treaty interpretation estab

lishes 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 arbitr ation 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 th e Convention addressing the enforcement of ar

bitration agreements—con tains no exclusionary language; it does not state that arbitration agreements shall be enforced only in the identi

fied 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 contem

plates using domestic doctrines to fill gaps in the Convention. Pp. 6– 7. (2) This interpretation is co nfirmed by the Convention’s negotia

tion and drafting history as well as “ ‘the postratification understand

ing’ of signatory nations,” Medellín v. Texas , 552 U. S. 491, 507. Cherry-picked generalizations fr om 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 trea ty’s meaning, it shows only that the drafters sought to impose baseline requiremen ts on contracting states so that3 Cite as: 590 U. S. ____ (2020)

Syllabus

signatories would “not be permitte d to decline enforcement of such agreements on the basis of parochial views of their desirability or in a manner that would diminish the mutu ally binding nature of the agree

ments.” Scherk v. Alberto-Culver Co. , 417 U. S. 506, 520, n. 15.

The postratification understandi ng of other contracting states—as evidenced by the “[d]ecisions of th e courts of other Convention signa

tories,” El Al Israel Airlines

, Ltd. v. Tsui Yuan Tseng , 525 U. S. 155, 175, and the “postratification conduct” of contracting state govern

ments, 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 addressi ng the enforcement of arbitration agreements. These sources, howeve r, are from decades after the fi

nalization of the New York Convention’s text in 1958. This diminishes their value as evidence of the orig inal understanding of the treaty ’s meaning.

Finally, because the Court’s textua l analysis and th e Executive’s in

terpretation of the Convention alig n here, there is no need to deter

mine whether the Executive’s understan ding 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 a ddress on remand whether GE En

ergy can enforce the arbitration clauses under equitable estoppel prin

ciples and which body of law governs that determination. Pp. 11–12. 902 F. 3d 1316, reversed and remanded.

T HOMAS , J., delivered the opinion for a unanimous Court. S OTOMAYOR , J., filed a concurring opinion._________________ 1 Cite as: 590 U. S. ____ (2020)

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, Wash

ington, D. C. 20543, of any typographical or other form al 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]

J USTICE T HOMAS 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 Stainl ess USA, LLC, entered into three contracts with F. L. Industries, Inc., for the construc

tion of cold rolling mills at ThyssenKrupp’s steel manufac

turing 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 sub

mitted to arbitration for settlement.” App. 171. After executing these agreements, F. L. Industries, Inc., entered into a subcontractor ag reement 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 mo

tors for the cold rolling mills. Between 2011 and 2012, GE Energy delivered nine motors to the Alabama plant for in

stallation. Soon thereafter, respondent Outokumpu Stain

less 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 En

ergy 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 For

eign Arbitral Awards].” GE Energy then moved to dismiss and compel arbitration, relyin g on the arbitration clauses in the contracts between F. L. Industries, Inc., and ThyssenKrupp. The District Court granted GE Energy’s motion to dis

miss and compel arbitration with Outokumpu and Sompo Japan Insurance Company of America. Outokumpu Stain

less USA LLC v. Converteam SAS , 2017 WL 401951 (SD Ala., Jan. 30, 2017). 1 The court held that GE Energy qual

ified as a party under the arbitration clauses because the contracts defined the terms “Se ller” 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 ad dress GE Energy’s argument that the agreement was enforceable under equitable estop

pel. Id. , at *1, n. 1. The Eleventh Circuit reversed the District Court’s order compelling arbitration. Outokumpu Stainless USA, LLC v.

——————

1 The District Court later granted GE Energy’s motion to compel arbi

tration with additional insurers. Outokumpu Stainless USA LLC v. Con

verteam SAS , 2017 WL 480716 (SD Ala., Feb. 3, 2017).3 Cite as: 590 U. S. ____ (2020)

Opinion of the Court

Converteam SAS , 902 F. 3d 1316 (2018). The court inter

preted the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention or Con

vention) 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 es toppel doctrines to enforce the arbitration agreement as a nonsignatory because, in the court’s view, equitable estoppe l conflicts with the Conven

tion’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 do ctrines related to the enforce

ment 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 back

ground principles of state contract law regarding the scope of agreements (including the question of who is bound by

——————

2 Compare 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 quota

tion 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 doc

trines. Generally, in the arbitration context, “equitable es

toppel allows a nonsignatory to a written agreement con

taining an arbitration clause to compel arbitration where a signatory to the written agreement must rely on the termsof that agreement in asserting its claims against the nonsignatory.” Id. , at 200 (2017). In Arthur Andersen , we rec

ognized 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 recog

nition and enforcement oblig ations 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 he5 Cite as: 590 U. S. ____ (2020)

Opinion of the Court may have to avail himself of an arbitral award in the man

ner 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 ar

bitration all or any differences which have arisen or which may arise between them in respect of a defined legal rela

tionship, 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 arbitra

tion agreement, signed by the parties or contained in an ex

change 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 Con

vention, 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 ac

tions governed by the Convention, §203; establishes venue for such actions, §204; authori zes 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 that6 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 Con

vention.” §208.

III We must determine whether the equitable estoppel doc

trines permitted under Chapter 1 of the FAA, see supra, at 3–4, “conflict with . . . the Convention.” §208. Applying fa

miliar tools of treaty interpreta tion, 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 arbitra

tion 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 no t covered”—a principle “so ob

vious that it seems absurd to recite it,” A. Scalia & B. Gar

ner, 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 e quitable 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 con

tracting state “shall . . . refer the parties to arbitration” when the parties to an action entered into a written agree

ment to arbitrate and one of the parties requests referral to arbitration. The provision, ho wever, does not restrict con

tracting 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 in7 Cite as: 590 U. S. ____ (2020)

Opinion of the Court certain circumstances, but it does not prevent the applica

tion of domestic laws that ar e more generous in enforcing arbitration agreements. Article II(3) contains no exclusion

ary language; it does not stat e that arbitration agreements shall be enforced only in the identified circumstances. Given that the Convention was drafted against the back

drop of domestic law, it woul d be unnatural to read Article II(3) to displace domestic doctrines in the absence of exclu

sionary language. Cf. Marx v. General Revenue Corp. , 568 U. S. 371, 380–384 (2013). This interpretation is especially appropriate in the con

text of Article II. Far from displacing domestic law, the pro

visions of Article II contemplate the use of domestic doc

trines to fill gaps in the Convention. For example, Article II(1) refers to disputes “capable of settlement by arbitra

tion,” 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 do

mestic law to fill the gaps; it does not set out a comprehen

sive regime that displaces domestic law. In sum, the only provision of the Convention that ad

dresses the enforcement of arbitration agreements is Arti

cle 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 Co nvention “conflict[s] with” the application of domestic equit able estoppel doctrines permit

ted under Chapter 1 of the FAA. 9 U. S. C. §208.

B “Because a treaty ratified by the United States is ‘an8 GE ENERGY POWER CONVERSION FRANCE SAS

v. OUTOKUMPU STAINLESS USA, LLC Opinion of the Court agreement among sovereign powers,’ we have also consid

ered as ‘aids to its interpreta tion’ the negotiation and draft

ing history of the treaty as well as ‘the postratification un

derstanding’ 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 draft

ing history” of a treaty as an aid in determining the shared understanding of the treaty. Id. , at 226. Invoking this in

terpretive aid, Outokumpu ar gues that the Convention’s drafting history establishes a “rule of consent” that “dis

place[s] varying local laws.” Brief for Respondents 27. We are unpersuaded. For one, nothing in the text of the Con

vention imposes a “rule of consent” that displaces domestic law—let alone a rule that allows some domestic-law doc

trines 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 proce

dures. Moreover, the statements relied on by Outokumpu do not address the specific question whether the Conven

tion prohibits the application of domestic law that would allow nonsignatories to compel arbitration. Cherry-picked “generalization[s]” from the negotiating and drafting his

tory 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 re quirements on contracting states. As this Court has recognized, “[i]n their discussion of [Article II], the delegates to the Convention voiced fre

quent concern that courts of si gnatory countries . . . should not be permitted to decline enforcement of such agreements on the basis of parochial views of their desirability or in a9 Cite as: 590 U. S. ____ (2020)

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 ap

plying domestic law that permits nonsignatories to enforce arbitration agreements in additional circumstances.

2 “[T]he postratification understanding” of other contract

ing 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 Con

vention signatories,” El Al Israel Airlines

, Ltd. v. Tsui Yuan Tseng , 525 U. S. 155, 175 (1999), as well as the “postratifi

cation conduct” of the governments of contracting states, Zi

cherman , 516 U. S., at 227. Here, the weight of authority from contracting states in

dicates that the New York Convention does not prohibit the application of domestic law addressing the enforcement of arbitration agreements. The courts of numerous contract

ing states permit enforcement of arbitration agreements by entities who did not sign an agreement. See 1 G. Born, In

ternational Commercial Arbitration §10.02, pp. 1418–1484 (2d ed. 2014) (compiling cases). The United States identi

fies 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 leg

islation). And GE Energy points to a recommendation is

sued 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 In

ternational Trade Law on the Work of Its Thirty-Ninth Ses

sion, Recommendation Regarding the Interpretation of Ar

ticle 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 par

ties 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 under

standing of the treaty’s meaning. Moreover, unlike the ac

tions and decisions of signatory nations, we have not previ

ously relied on UN recommendations to discern the meaning of treaties. See also Yang v. Majestic Blue Fisher

ies, 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 in

terpretation of the Convention’s text.

3 Finally, the parties dispute whether the Executive’s in

terpretation 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 in

terpretation 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 Ami

cus Curiae in No. 13–7004 (CADC), pp. 7, 9. GE Energy echoes this request. Outokumpu, on the other hand, argues that the Executive’s noncon temporaneous interpretation sheds no light on the meaning of the treaty, asserting that the Executive expressed the “opposite . . . view at the time11 Cite as: 590 U. S. ____ (2020)

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 judg

ment); 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 interpreta

tion 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 in

terpretation so there is no need to determine whether the Executive’s understanding is entitled to “weight” or “defer

ence.” Cf. Edelman v. Lynchburg College , 535 U. S. 106, 114–115, n. 8 (2002) (“[T]here is no need to resolve defer

ence 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 disp utes in order to compel ar

bitration.” 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 re

ferral under those agreements, and it does not prohibit the application of domestic law. See supra, at 6–7.

——————

3 We 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 Conven

tion prohibits enforcement by nonsignatories, the court did not determine whether GE Energy could enforce the arbi

tration clauses under principles of equitable estoppel or which body of law governs that determination. Those ques

tions can be addressed on remand. We hold only that the New York Convention does no t conflict with the enforce

ment of arbitration agreements by nonsignatories under do

mestic-law equitable estoppel doctrines.

* * * For the foregoing reasons, we reverse the judgment of the Court of Appeals and remand the case for further proceed

ings consistent with this opinion. It is so ordered._________________

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

S OTOMAYOR , 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]

J USTICE S OTOMAYOR , concurring. I agree with the Court that the Convention on the Recog

nition 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 doc

trines is subject to an important limitation: Any applicable domestic doctrines must be root ed in the principle of con

sent to arbitrate. This limitation is part and parcel of the Federal Arbitra

tion 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] ‘foun

dational FAA principle’ many times,” Lamps Plus , 5872 GE ENERGY POWER CONVERSION FRANCE SAS

v. OUTOKUMPU STAINLESS USA, LLC S OTOMAYOR , 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 Re

spondents 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 articu late a bright-line test for de

termining whether a particular domestic nonsignatory doc

trine reflects consent to arbitrate . That is in no small part because some domestic nonsignatory doctrines vary from jurisdiction to jurisdiction. With equitable estoppel, for in

stance, 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 “al

lows a non-party to force arbitration even of claims wholly unconnected to the agreement”). Lower courts must there

fore determine, on a case-by- case basis, whether applying a domestic nonsignatory doctrine would violate the FAA’s in

herent consent restriction.*

——————

* In this case, however, I am skepti cal that any domestic nonsignatory doctrines need come into play at a ll, because Outokumpu appears to have expressly agreed to arbitrate disputes under the relevant contract with subcontractors like GE Energy. The co ntract provided that disputes aris

ing 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 potent ial subcontractors, one of which was3 Cite as: 590 U. S. ____ (2020)

S OTOMAYOR , J., concurring

Article II of the Convention leaves much to the contract

ing states to resolve on their own, and the FAA imposes few restrictions. Nevertheless, co urts applying domestic nonsignatory doctrines to enforce arbitration agreements un

der the Convention must strictly adhere to “the founda

tional 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.