Lamps Plus, Inc. v. Frank Varela/Concurrence

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Opinion of the Court

Lamps Plus, Inc. v. Frank Varela

Concurrence by Clarence Thomas

Ginsburg, J., dissenting

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3083186Lamps Plus, Inc. v. Frank Varela — ConcurrenceClarence Thomas

SUPREME COURT OF THE UNITED STATES

No. 17–988

LAMPS PLUS, INC., ET AL., PETITIONERS v. FRANK VARELA
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT
[April 24, 2019]

Justice Thomas, concurring. As our precedents make clear and the Court acknowledges, the Federal Arbitration Act (FAA) requires federal courts to enforce arbitration agreements “just as they would ordinary contracts: in accordance with their terms.” Howsam v. Dean Witter Reynolds, Inc., 537 U. S. 79, 87 (2002) (Thomas, J., concurring in judgment). Federal courts must therefore apply “background principles of state contract law” when evaluating arbitration agreements. Arthur Andersen LLP v. Carlisle, 556 U. S. 624, 630 (2009); Perry v. Thomas, 482 U. S. 483, 492, n. 9 (1987). “In this endeavor, ‘as with any other contract, the parties’ intentions control.’” Stolt-Nielsen S. A. v. AnimalFeeds Int’l Corp., 559 U. S. 662, 682 (2010) (quoting Mitsubishi Motors Corp. v. Soler Chrysler–Plymouth, Inc., 473 U. S. 614, 626 (1985)). Thus, where an agreement is silent as to class arbitration, a court may not infer from that silence that the parties agreed to arbitrate on a class basis. 559 U. S., at 687. Here, the arbitration agreement between Varela and Lamps Plus is silent as to class arbitration. If anything, the agreement suggests that the parties contemplated only bilateral arbitration.^[1] App. to Pet. for Cert. 24a (waiving “any right I may have to file a lawsuit or other civil action or proceeding relating to my employment with the Company” (emphasis added)); ibid. (“The Company and I mutually consent to the resolution by arbitration of all claims… that I may have against the Company” (emphasis added)); id., at 24a–25a (“Specifically, the Company and I mutually consent to the resolution by arbitration of all claims that may hereafter arise in connection with my employment” (emphasis added)). This agreement provides no “contractual basis” for concluding that the parties agreed to class arbitration, Stolt-Nielsen, supra, at 684, and I would therefore reverse on that basis.

The Court instead evaluates whether California’s contra proferentem rule, as applied here, “‘stands as an obstacle to the accomplishment and execution of the full purposes and objectives’ of the FAA.” Ante, at 6 (quoting AT&T Mobility LLC v. Concepcion, 563 U. S. 333, 352 (2011)). I remain skeptical of this Court’s implied pre-emption precedents, see Wyeth v. Levine, 555 U. S. 555, 582–604 (2009) (opinion concurring in judgment), but I join the opinion of the Court because it correctly applies our FAA precedents, see Epic Systems Corp. v. Lewis, 584 U. S. ___ (2018); Concepcion, supra.

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↑ Two intermediate California courts have held, based on similar language, that an arbitration agreement did not authorize class arbitration. See Nelsen v. Legacy Partners Residential, Inc., 207 Cal. App. 4th 1115, 1129–1131, 144 Cal. Rptr. 3d 198, 210–211 (2012); Kinecta Alternative Financial Solutions, Inc. v. Superior Court of Los Angeles Cty., 205 Cal. App. 4th 506, 517–519, 140 Cal. Rptr. 3d 347, 356–357 (2012), disapproved of on other grounds by Sandquist v. Lebo Automotive, Inc., 1 Cal. 5th 233, 376 P. 3d 506 (2016).

[p1-1] Two intermediate California courts have held, based on similar language, that an arbitration agreement did not authorize class arbitration. See Nelsen v. Legacy Partners Residential, Inc., 207 Cal. App. 4th 1115, 1129–1131, 144 Cal. Rptr. 3d 198, 210–211 (2012); Kinecta Alternative Financial Solutions, Inc. v. Superior Court of Los Angeles Cty., 205 Cal. App. 4th 506, 517–519, 140 Cal. Rptr. 3d 347, 356–357 (2012), disapproved of on other grounds by Sandquist v. Lebo Automotive, Inc., 1 Cal. 5th 233, 376 P. 3d 506 (2016).

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