(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 

BISSONNETTE ET AL. v. LEPAGE BAKERIES PARK ST., 

LLC, ET AL. 

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 

THE SECOND CIRCUIT 

No. 23–51. Argued February 20, 2024—Decided April 12, 2024 

Respondent Flowers Foods, Inc. produces and markets baked goods that 

are distributed nationwide. Petitioners Neal Bissonnette and Tyler

Wojnarowski owned the rights to distribute Flowers products in certain parts of Connecticut. To purchase those rights, they entered into 

contracts with Flowers that require any disputes to be arbitrated under the Federal Arbitration Act, 9 U. S. C. §1 et seq. After petitioners

sued Flowers and two of its subsidiaries for violating state and federal 

wage laws, Flowers moved to compel arbitration. Petitioners responded that they are exempt from coverage under the FAA because 

they fall within an exception in §1 of the Act for “contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce.” The District Court dismissed 

the case in favor of arbitration, concluding that petitioners were not 

“transportation workers” exempt from the Act under §1. The Second 

Circuit ultimately affirmed on the ground that the §1 exemption was

available only to workers in the transportation industry, but that petitioners were in the bakery industry. 49 F. 4th 655, 661–662. 

Held: A transportation worker need not work in the transportation industry to be exempt from coverage under §1 of the FAA. Pp. 4–9.

(a) The Court has long recognized that the exemption in §1 is limited

to transportation workers. See Circuit City Stores, Inc. v. Adams, 532 

U. S. 105. Applying the ejusdem generis canon of statutory interpretation to §1, the Court in Circuit City read the general phrase “class of 

workers engaged in . . . commerce” to be “controlled and defined by 

reference to” the specific categories “seamen” and “railroad employees” 

that precede it. Id., at 115. The Court concluded that the “linkage”

between “seamen” and “railroad employees” is that they are both 
 

 

 

 

 

 

 

2 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC 

Syllabus 

transportation workers, id., at 118–119, 121, and the Court thus interpreted the class of workers in the residual clause of §1 to be limited in

the same way.

The Court again considered the scope of the residual clause in 

Southwest Airlines Co. v. Saxon and declined to adopt an industrywide 

approach to §1, rejecting the employee’s claim that she was a member

of a “class of workers engaged in foreign or interstate commerce” 

simply because she worked for an airline and carried out its customary

work. See 596 U. S. 450, 460. Instead, the language of §1—referring 

to “ ‘workers’ ” who are “engaged” in commerce—focuses on the performance of work rather than the industry of the employer. Id., at 456 

(quoting New Prime Inc. v. Oliveira, 586 U. S. 105, 116). The relevant

question was what the employee does at the airline, not what the airline does generally. Saxon, 596 U. S., at 456. 

Here the Second Circuit fashioned its transportation-industry requirement without any guide in the text of §1 or this Court’s precedents. The Second Circuit decided that an entity would be considered 

within the transportation industry if it “pegs its charges chiefly to the 

movement of goods or passengers” and its “predominant source of commercial revenue is generated by that movement.” 49 F.4th, at 661. 

But that test would often turn on arcane riddles about the nature of a 

company’s services. For example, does a pizza delivery company derive its revenue mainly from pizza or delivery? Extensive discovery 

might be necessary before deciding a motion to compel arbitration, 

adding expense and delay to every FAA case. That “complexity and

uncertainty” would “‘breed[] litigation from a statute that seeks to

avoid it.’ ” Circuit City, 532 U. S., at 123 (quoting Allied-Bruce Terminix Cos. v. Dobson, 513 U. S. 265, 275). Pp. 4–7.

(b) Flowers argues that the §1 exemption would sweep too broadly

without an implied transportation-industry requirement. Because 

“virtually all products move in interstate commerce,” Flowers warns 

that nearly all workers who load or unload goods would be exempt from 

arbitration. But §1 does not define the class of exempt workers in such 

limitless terms. Instead, as the Court held in Saxon, a transportation

worker is one who is “actively” “ ‘engaged in transportation’ of . . . goods 

across borders via the channels of foreign or interstate commerce.” 596 

U. S., at 458 (quoting Circuit City, 532 U. S., at 121). In other words, 

a transportation worker “must at least play a direct and ‘necessary role 

in the free flow of goods’ across borders.” 596 U. S., at 458 (quoting 

Circuit City, 532 U. S., at 121). These requirements “undermine[] any 

attempt to give the provision a sweeping, open-ended construction,” 

instead limiting §1 to its appropriately “narrow” scope. Id., at 118. Pp.

7–9. 

49 F. 4th 655, vacated and remanded. 
Cite as: 601 U. S. ____ (2024) 3 

Syllabus

 ROBERTS, C. J., delivered the opinion for a unanimous Court. 
 

 

_________________ 

_________________ 

Cite as: 601 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. 23–51 

NEAL BISSONNETTE, ET AL., PETITIONERS v. 

LEPAGE BAKERIES PARK ST., LLC, ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE SECOND CIRCUIT 

[April 12, 2024] 

CHIEF JUSTICE ROBERTS delivered the opinion of the 

Court. 

Neal Bissonnette and Tyler Wojnarowski worked as distributors for Flowers Foods, Inc., a multibillion-dollar producer and marketer of baked goods. After they sued Flowers for violating state and federal wage laws, Flowers 

moved to compel arbitration under the Federal Arbitration

Act. The question presented is whether the exemption from 

coverage under that Act for any “class of workers engaged

in foreign or interstate commerce” is limited to workers 

whose employers are in the transportation industry. 9 

U. S. C. §1. 

I 

Flowers Foods, Inc. is “the second-largest producer and 

marketer of packaged bakery foods” in the United States.1 

Flowers Foods, www.flowersfoods.com (Mar. 14, 2024). One 

of its flagship products is Wonder Bread, which it promotes 

with a 95-foot-tall hot air balloon and a parade float called 

—————— 1 In addition to Flowers, two of its subsidiaries, C. K. Sales Co., LLC, 

and LePage Bakeries Park St., LLC, are defendants below and respondents here. We refer to respondents collectively as “Flowers.” 
 

2 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC 

Opinion of the Court 

The Wondership. Flowers also makes and markets other 

baked goods such as tortillas, bagels, Butterscotch 

Krimpets, and Jumbo Honey Buns in more than 40 bakeries

located in 19 States. Ibid. From there, these products are

distributed across the country.

But Flowers is not solely responsible for getting its baked 

goods to customers. Some of its subsidiaries use a “directstore-delivery” system in which franchisees buy the rights

to distribute Flowers products in particular geographic territories. Those distributors purchase the baked goods from

Flowers and then market, sell, and deliver them to retailers. App. 2; 49 F. 4th 655, 658 (CA2 2022).

Bissonnette and Wojnarowski were franchisees who 

owned the rights to distribute Flowers products in certain

parts of Connecticut. Flowers baked the bread and buns 

and sent them to a warehouse in Waterbury. Bissonnette 

and Wojnarowski picked them up and distributed them to 

local shops. They allegedly spent at least forty hours a 

week delivering Flowers products in their territories. But 

their jobs extended beyond carrying the products from 

Point A to Point B. They also found new retail outlets, advertised, set up promotional displays, and maintained their

customers’ inventories by ordering baked goods from Flowers, stocking shelves, and replacing expired products. App.

1–3, 5; 49 F. 4th, at 658; 460 F. Supp. 3d 191, 194, 200

(Conn. 2020).

To purchase the rights to their territories, Bissonnette 

and Wojnarowski signed Distributor Agreements with 

Flowers. Those contracts incorporate separate Arbitration

Agreements that require “any claim, dispute, and/or controversy” to be arbitrated under the Federal Arbitration Act 

(FAA), 9 U. S. C. §1 et seq.; App. 64, 133; see also id., at 37, 

104–105. 

In 2019, Bissonnette and Wojnarowski brought a putative class action claiming that Flowers had underpaid them

in violation of state and federal law. They alleged that 
Cite as: 601 U. S. ____ (2024) 3 

Opinion of the Court 

Flowers had taken unlawful deductions from their wages, 

failed to pay them overtime, and unjustly enriched itself by 

requiring them to pay for distribution rights and operating 

expenses. Flowers moved to dismiss or to compel arbitration under the FAA, arguing that the contracts required the 

distributors to arbitrate their claims individually. 

The FAA provides generally that 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. It contains, however, an exception

specifying that “nothing herein contained shall apply to

contracts of employment of seamen, railroad employees, or 

any other class of workers engaged in foreign or interstate

commerce.” §1. Bissonnette and Wojnarowski contend that

they fall within this exception, and therefore cannot be compelled to arbitrate under the FAA.

The District Court dismissed the case in favor of arbitration. It explained that for Bissonnette and Wojnarowski to 

be exempt from the FAA, they must be “transportation 

workers.” 460 F. Supp. 3d, at 197. And it concluded that 

their “much broader scope of responsibility” under the Distributor Agreements “belie[d] the claim that they are only 

or even principally truck drivers.” Id., at 199. 

Without addressing the District Court’s analysis, the Second Circuit affirmed on the alternative ground that Bissonnette and Wojnarowski “are in the bakery industry.” 33 

F. 4th 650, 652 (2021). And under Circuit law, the panel

explained, §1 of the FAA exempts only “‘workers involved 

in the transportation industries.’” Id., at 655 (quoting Adams v. Suozzi, 433 F. 3d 220, 226, n. 5 (CA2 2005)). Judge

Pooler dissented because, in her view, §1 asks whether a 

person is a “transportation worker[],” not “for whom the 

worker undertakes her transportation work.” 33 F. 4th, at 

662, 666 (emphasis added).

A month after the Second Circuit decided the appeal, we

decided Southwest Airlines Co. v. Saxon, 596 U. S. 450 
 

4 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC 

Opinion of the Court 

(2022). In that case, we determined that a ramp supervisor

who “frequently load[ed] and unload[ed] cargo” from airplanes belonged to a “class of workers engaged in foreign or 

interstate commerce.” Id., at 463. We held that a “class of 

workers” is properly defined based on what a worker does 

for an employer, “not what [the employer] does generally.” 

Id., at 456. 

The Second Circuit granted panel rehearing in light of 

Saxon but adhered to its prior decision. The court held that 

an individual works in a transportation industry and may 

therefore be exempt under §1 only “if the industry . . . pegs

its charges chiefly to the movement of goods or passengers, 

and the industry’s predominant source of commercial revenue is generated by that movement.” 49 F. 4th, at 661. Applying that test, the court concluded that the distributors’ 

“commerce is in breads, buns, rolls, and snack cakes—not 

transportation services.” Id., at 662. Judge Pooler again 

dissented, reiterating her position that the majority erred

in “focusing on the nature of [Flowers’s] business, and not

on the nature of [the distributors’] work”—“the sort of industrywide approach Saxon proscribes.” Id., at 671. 

The Second Circuit denied rehearing en banc. 59 F. 4th 

594 (2023). Judge Pooler, having assumed senior status, 

filed a statement opposing the denial. Judge Nathan dissented, joined by two other judges. 

The Second Circuit’s decision conflicted with decisions 

from the First Circuit. Canales v. CK Sales Co., 67 F. 4th 

38 (2023) (also involving Flowers Foods distributors); Fraga 

v. Premium Retail Servs., Inc., 61 F. 4th 228 (2023).

We granted certiorari to resolve that conflict. 600 U. S. 

___ (2023) 

II 

The only question before us is whether a transportation 
 

Cite as: 601 U. S. ____ (2024) 5 

Opinion of the Court 

worker must work for a company in the transportation industry to be exempt under §1 of the FAA.2 We conclude that 

there is no such requirement. 

More than twenty years ago, in Circuit City Stores, Inc. 

v. Adams, 532 U. S. 105 (2001), we recognized that §1 is 

limited to transportation workers. Adams, a sales counselor at an electronics store, claimed that §1 exempts all contracts of employment, regardless of what a worker does. 

Id., at 109–111, 114. But he failed to account for ejusdem 

generis, the familiar canon of statutory interpretation that

courts “interpret a ‘general or collective term’ at the end of 

a list of specific items in light of any ‘common attribute[s]’ 

shared by the specific items.” Saxon, 596 U. S., at 458 

(quoting Ali v. Federal Bureau of Prisons, 552 U. S. 214, 225 

(2008); alteration in original). Applying that canon to §1,

we explained that the general phrase “class of workers engaged in . . . commerce” is “controlled and defined by reference to” the specific categories “seamen” and “railroad employees” that precede it. Circuit City, 532 U. S., at 115. And 

we concluded that the “linkage” between “seamen” and

“railroad employees” is that they are both transportation 

workers. Id., at 118–119, 121. The class of workers in the 

residual clause was therefore limited in the same way. 

That reading of §1 harmonized the FAA with other statutes designed to protect the movement of goods in commerce. Id., at 121. Congress enacted the FAA in 1925 to

override the longstanding refusal of courts to enforce arbitration agreements. See Allied-Bruce Terminix Cos. v. Dobson, 513 U. S. 265, 270–271 (1995). At that time, though,

specific statutory dispute resolution regimes already covered seamen and railroad employees—“transportation 

—————— 2The Second Circuit did not address whether Bissonnette and 

Wojnarowski qualify as transportation workers based on the work that 

they perform, or whether they are “engaged in . . . interstate commerce” 

even though they do not drive across state lines. We do not decide those 

issues. 
 

 

 

6 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC 

Opinion of the Court 

workers” who played a “necessary role in the free flow of 

goods.” Circuit City, 532 U. S., at 121 (citing Shipping Commissioners Act of 1872, ch. 322, 17 Stat. 262; Transportation Act of 1920, §300 et seq., 41 Stat. 469). An exemption

from the FAA for those workers was thus required to avoid 

“unsettl[ing]” those schemes. Circuit City, 532 U. S., at 121. 

The residual clause similarly reserves for Congress the decision whether to enact additional “specific legislation for 

those engaged in transportation,” while “ensur[ing] that

workers in general would be covered by” the FAA. Ibid.; see 

also New Prime Inc. v. Oliveira, 586 U. S. 105, 110–111 

(2019).

We again considered the scope of the residual clause in 

Saxon, where we expressly declined to adopt an “industrywide” approach of the sort Flowers advances here. The respondent in Saxon argued that she was a member of a “class

of workers engaged in foreign or interstate commerce” 

simply because she worked for an airline and carried out its

customary work. See 596 U. S., at 460. But §1 refers to

“‘workers’” who are “engaged” in commerce. Id., at 456 

(quoting New Prime, 586 U. S., at 116). That language focuses on “‘the performance of work’” rather than the industry of the employer. Saxon, 596 U. S., at 456 (quoting New 

Prime, 586 U. S., at 116; emphasis as altered by Saxon).

And §1 says nothing to direct courts to consider the industry of a worker’s employer. The relevant question was

“what [Saxon] does at Southwest, not what Southwest does 

generally.” Saxon, 596 U. S., at 456. 

Because the Second Circuit in this case fashioned its 

transportation-industry requirement without any guide in

the text of §1 or our precedents, it had to figure out for itself

what constituted a “transportation industry.” The court decided that an entity would be considered within that industry if it “pegs its charges chiefly to the movement of goods 

or passengers” and its “predominant source of commercial

revenue is generated by that movement.” 49 F. 4th, at 661. 
 

 

Cite as: 601 U. S. ____ (2024) 7 

Opinion of the Court 

The application of such a test, however, would often turn on

arcane riddles about the nature of a company’s services.

Does a pizza delivery company derive its revenue mainly

from pizza or delivery? Do companies like Amazon and 

Walmart—which both sell products of their own and 

transport products sold by third parties—derive their revenue mainly from retail or shipping? 3 Extensive discovery

might be necessary to explore the internal structure and 

revenue models of a company before deciding a simple motion to compel arbitration. Mini-trials on the transportation-industry issue could become a regular, slow, and expensive practice in FAA cases. All this “complexity and

uncertainty” would “‘breed[] litigation from a statute that 

seeks to avoid it.’” Circuit City, 532 U. S., at 123 (quoting 

Allied-Bruce, 513 U. S., at 275). 

III 

At the end of its brief, Flowers argues that our analysis 

in Saxon actually “suggests” that working in the transportation industry is a necessary but not sufficient condition 

for §1 to apply. Brief for Respondents 43–44. Flowers also 

emphasizes a single passing description in our opinion of 

“seamen” as “a subset of workers engaged in the maritime

shipping industry.” Saxon, 596 U. S., at 460. But this reading of Saxon misses the basis for our holding in that case. 

Saxon rejected the proposition that there is an industrywide link between “seamen” and “railroad employees”—a 

“flawed premise” that is essential to Flowers’s position 

here. Ibid. Those classes of workers, as we read the statute 

then and now, are connected by what they do, not for whom

they do it.

Flowers also points to historical statutes regulating certain seamen and railroad employees to show that those 

—————— 3See Fulfillment by Amazon, https://sell.amazon.com/fulfillment-byamazon; Walmart Fulfillment Services, https://marketplace.walmart 

.com/walmart-fulfillment-services/. 
 

 

8 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC 

Opinion of the Court 

terms were limited to transportation-industry workers in

1925. Brief for Respondents 15–27. But those statutes only

prove that where Congress wanted to regulate seamen or

railroad employees in a particular industry, it said so explicitly—for example, by specifying that a law covered seamen aboard merchant vessels, or that a law covered employees of railroad carriers subject to the Interstate Commerce 

Act. See, e.g., The Seamen’s Act of 1915, §2, 38 Stat. 1164;

Transportation Act of 1920, §§300(1), 301–302, 41 Stat. 469.

Unlike those industry-specific statutes, §1 refers to “seamen” and “railroad employees” without specifying any industry to which they must belong. It would be strange to

read the conspicuous absence of similar industry-specific 

language in §1 as a sign that Congress defined the exemption on an industrywide basis. The far more natural inference, which we embraced in Circuit City and Saxon, is that 

“seamen” and “railroad employees” share the employment 

characteristic of being transportation workers.

Nor does construing §1 to cover transportation workers

render “seamen” and “railroad employees” superfluous, as

Flowers contends. See Brief for Respondents 35. That argument gets ejusdem generis exactly backwards. It is the 

specific terms “seamen” and “railroad employees” that limit 

the residual clause, not the residual clause that swallows 

up these narrower terms. Only by deleting “seamen” and 

“railroad employees” from the statute could §1 reach as far

as Flowers imagines.

Having lost on text and precedent, Flowers turns to policy, arguing that the §1 exemption would sweep too broadly 

without an implied transportation-industry requirement.

Because “virtually all products move in interstate commerce,” Flowers warns that virtually all workers who load 

or unload goods—from pet shop employees to grocery store 

clerks—will be exempt from arbitration. Id., at 46–47. 

We have never understood §1 to define the class of exempt workers in such limitless terms. To the contrary, as 
 

Cite as: 601 U. S. ____ (2024) 9 

Opinion of the Court 

we held in Saxon, a transportation worker is one who is “actively” “‘engaged in transportation’ of . . . goods across borders via the channels of foreign or interstate commerce.” 

596 U. S., at 458 (quoting Circuit City, 532 U. S., at 121). 

In other words, any exempt worker “must at least play a

direct and ‘necessary role in the free flow of goods’ across 

borders.” 596 U. S., at 458 (quoting Circuit City, 532 U. S., 

at 121). These requirements “undermine[] any attempt to

give the provision a sweeping, open-ended construction,” instead limiting §1 to its appropriately “narrow” scope. Id., 

at 118. 

* * * 

A transportation worker need not work in the transportation industry to fall within the exemption from the FAA

provided by §1 of the Act. The Second Circuit accordingly

erred in compelling arbitration on the basis that petitioners

work in the bakery industry. We express no opinion on any

alternative grounds in favor of arbitration raised below, including that petitioners are not transportation workers and 

that petitioners are not “engaged in foreign or interstate 

commerce” within the meaning of §1 because they deliver 

baked goods only in Connecticut. 

The judgment of the Second Circuit is vacated, and the 

case is remanded for further proceedings consistent with

this opinion. 

It is so ordered.