(Slip Opinion)              OCTOBER TERM, 2018                                       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., 

, 337.


SUPREME COURT OF THE UNITED STATES

                                       Syllabus

                 LAMPS PLUS, INC., ET AL. v. VARELA

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
                  THE NINTH CIRCUIT

     No. 17–988.      Argued October 29, 2018—Decided April 24, 2019
In 2016, a hacker tricked an employee of petitioner Lamps Plus, Inc.,
  into disclosing tax information of about 1,300 company employees.
  After a fraudulent federal income tax return was filed in the name of
  respondent Frank Varela, a Lamps Plus employee, Varela filed a pu-
  tative class action against Lamps Plus in Federal District Court on
  behalf of employees whose information had been compromised. Rely-
  ing on the arbitration agreement in Varela’s employment contract,
  Lamps Plus sought to compel arbitration—on an individual rather
  than a classwide basis—and to dismiss the suit. The District Court
  rejected the individual arbitration request, but authorized class arbi-
  tration and dismissed Varela’s claims. Lamps Plus appealed, arguing
  that the District Court erred by compelling class arbitration, but the
  Ninth Circuit affirmed. This Court had held in Stolt-Nielsen S. A. v.
  AnimalFeeds Int’l Corp., 

, that a court may not compel
  classwide arbitration when an agreement is silent on the availability
  of such arbitration. The Ninth Circuit ruled that Stolt-Nielsen was
  not controlling because the agreement in this case was ambiguous ra-
  ther than silent on the issue of class arbitration.
Held:
    1. This Court has jurisdiction. An order that both compels arbitra-
 tion and dismisses the underlying claims qualifies as “a final decision
 with respect to an arbitration” within the meaning of 

.
 §16(a)(3), the jurisdictional provision on which Lamps Plus relies.
 See Green Tree Financial Corp.-Ala. v. Randolph, 

, 89.
 Varela attempts to distinguish Randolph on the ground that the ap-
 peal here was taken by the party who had already secured the relief
 it requested, i.e., Lamps Plus had already obtained an order dismiss-
 ing the claim and compelling arbitration. But Lamps Plus did not se-
2                     LAMPS PLUS, INC. v. VARELA

                                  Syllabus

    cure the relief it requested, since it sought individual rather than
    class arbitration. The shift from individual to class arbitration is a
    “fundamental” change, 

, that “sacrific-
    es the principal advantage of arbitration” and “greatly increases risks
    to defendants,” AT&T Mobility LLC v. Concepcion, 

,
    348, 350. Avoiding these consequences gives Lamps Plus the “neces-
    sary personal stake” to appeal. Camreta v. Greene, 

,
    702. Pp. 3–5.
       2. Under the Federal Arbitration Act, an ambiguous agreement
    cannot provide the necessary contractual basis for concluding that
    the parties agreed to submit to class arbitration. Pp. 5–12.
          (a) “Arbitration is strictly a matter of consent,” Granite Rock Co.
    v. Teamsters, 

, 299 (internal quotation marks omitted),
    and the task for courts and arbitrators is “to give effect to the intent
    of the parties,” Stolt-Nielsen, 559 U. S., 684. In carrying out that re-
    sponsibility, it is important to recognize the “fundamental” difference
    between class arbitration and the individualized form of arbitration
    envisioned by the FAA. Class arbitration “sacrifices the principal ad-
    vantage of arbitration—its informality—and makes the process slow-
    er, more costly, and more likely to generate procedural morass than
    final judgment.” 

. Because of such “cru-
    cial differences,” 

, this Court has held
    that courts may not infer consent to participate in class arbitration
    absent an affirmative “contractual basis for concluding that the party
    agreed to do so,” 

Silence is not enough. 

That
    reasoning controls here. Like silence, ambiguity does not provide a
    sufficient basis to conclude that parties to an arbitration agreement
    agreed to “sacrifice[ ] the principal advantage of arbitration.” Con-
    

. This conclusion aligns with the Court’s re-
    fusal to infer consent when it comes to other fundamental arbitration
    questions. See, e.g., First Options of Chicago, Inc. v. Kaplan, 

, 945. Pp. 6–9.
          (b) The Ninth Circuit’s contrary conclusion was based on the
    state law contra proferentem doctrine, which counsels that contractu-
    al ambiguities should be construed against the drafter. That default
    rule is based on public policy considerations and seeks ends other
    than the intent of the parties. Such an approach is flatly inconsistent
    with “the foundational FAA principle that arbitration is a matter of
    consent.” 

. Varela claims that the rule
    is nondiscriminatory and gives equal treatment to arbitration agree-
    ments and other contracts alike, but an equal treatment principle
    cannot save from preemption general rules “that target arbitration
    either by name or by more subtle methods, such as by ‘interfer[ing]
    with fundamental attributes of arbitration,’ ” Epic Systems Corp. v.
                    Cite as: 587 U. S. ____ (2019)                   3

                               Syllabus

  Lewis, 584 U. S. ___, ___. This conclusion is consistent with the
  Court’s precedents holding that the FAA provides the default rule for
  resolving certain ambiguities in arbitration agreements. See, e.g.,
  Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 

, 626. Pp. 9–12.
701 Fed. Appx. 670, reversed and remanded.

   ROBERTS, C. J., delivered the opinion of the Court, in which THOMAS,
ALITO, GORSUCH, and KAVANAUGH, JJ., joined. THOMAS, J., filed a con-
curring opinion. GINSBURG, J., filed a dissenting opinion, in which
BREYER and SOTOMAYOR, JJ., joined. BREYER, J., and SOTOMAYOR, J.,
filed dissenting opinions. KAGAN, J., filed a dissenting opinion, in
which GINSBURG and BREYER, JJ., joined, and in which SOTOMAYOR, J.,
joined as to Part II.
                       Cite as: 587 U. S. ____ (2019)                              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, Wash-
    ington, 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. 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]

   CHIEF JUSTICE ROBERTS delivered the opinion of the
Court.
   The Federal Arbitration Act requires courts to enforce
covered arbitration agreements according to their terms.
See 

. §2. In Stolt-Nielsen S. A. v. AnimalFeeds
Int’l Corp., 

(2010), we held that a court may
not compel arbitration on a classwide basis when an
agreement is “silent” on the availability of such arbitra-
tion. Because class arbitration fundamentally changes the
nature of the “traditional individualized arbitration”
envisioned by the FAA, Epic Systems Corp. v. Lewis, 584
U. S. ___, ___ (2018) (slip op., at 8), “a party may not be
compelled under the FAA to submit to class arbitration
unless there is a contractual basis for concluding that the
party agreed to do so,” 

(emphasis in original). We now consider whether the FAA
similarly bars an order requiring class arbitration when
an agreement is not silent, but rather “ambiguous” about
the availability of such arbitration.
                          I
  Petitioner Lamps Plus is a company that sells light
2               LAMPS PLUS, INC. v. VARELA

                     Opinion of the Court

fixtures and related products. In 2016, a hacker imper-
sonating a company official tricked a Lamps Plus em-
ployee into disclosing the tax information of approximately
1,300 other employees. Soon after, a fraudulent federal
income tax return was filed in the name of Frank Varela,
a Lamps Plus employee and respondent here.
   Like most Lamps Plus employees, Varela had signed an
arbitration agreement when he started work at the com-
pany. But after the data breach, he sued Lamps Plus in
Federal District Court in California, bringing state and
federal claims on behalf of a putative class of employees
whose tax information had been compromised. Lamps
Plus moved to compel arbitration on an individual rather
than classwide basis, and to dismiss the lawsuit. In a
single order, the District Court granted the motion to
compel arbitration and dismissed Varela’s claims without
prejudice. But the court rejected Lamps Plus’s request for
individual arbitration, instead authorizing arbitration on
a classwide basis. Lamps Plus appealed the order, argu-
ing that the court erred by compelling class arbitration.
   The Ninth Circuit affirmed. 701 Fed. Appx. 670 (2017).
The court acknowledged that Stolt-Nielsen prohibits forc-
ing a party “to submit to class arbitration unless there is a
contractual basis for concluding that the party agreed to
do so” and that Varela’s agreement “include[d] no express
mention of class proceedings.” 701 Fed. Appx., at 672.
But that did not end the inquiry, the court reasoned,
because the fact that the agreement “does not expressly
refer to class arbitration is not the ‘silence’ contemplated
in Stolt-Nielsen.” 

parties had
stipulated that their agreement was silent about class
arbitration. Because there was no such stipulation here,
the court concluded that Stolt-Nielsen was not controlling.
   The Ninth Circuit then determined that the agreement
was ambiguous on the issue of class arbitration. On the
one hand, as Lamps Plus argued, certain phrases in the
                  Cite as: 587 U. S. ____ (2019)            3

                      Opinion of the Court

agreement seemed to contemplate “purely binary claims.”

time, as Varela asserted, other phrases
were capacious enough to include class arbitration, such
as one stating that “arbitration shall be in lieu of any and
all lawsuits or other civil legal proceedings relating to my
employment.” 

followed California
law to construe the ambiguity against the drafter, a rule
that “applies with peculiar force in the case of a contract of
adhesion” such as this. 

Lebo
Auto., Inc., 

233, 248, 

, 514 (2016)).
Because Lamps Plus had drafted the agreement, the court
adopted Varela’s interpretation authorizing class arbitra-
tion. Judge Fernandez dissented. In his view, the agree-
ment was not ambiguous, and the majority’s holding was a
“palpable evasion of Stolt-Nielsen.” 701 Fed. Appx., at
673.
   Lamps Plus petitioned for a writ of certiorari, arguing
that the Ninth Circuit’s decision contravened Stolt-Nielsen
and created a conflict among the Courts of Appeals. In
opposition, Varela not only disputed those contentions but
also argued for the first time that the Ninth Circuit lacked
jurisdiction over the appeal, and that this Court therefore
lacked jurisdiction in turn. We granted certiorari. 584
U. S. ___ (2018).
                               II
   We begin with jurisdiction. Section 16 of the FAA gov-
erns appellate review of arbitration orders. 

. §16.
Varela contends that the Ninth Circuit lacked statutory
jurisdiction because section 16 permits appeal from orders
denying motions to compel arbitration, §16(a)(1)(B), but
not orders granting such motions, §16(b)(2). Brief for
Respondent 9–12; see also post, at 3 (BREYER, J., dissent-
ing). This argument is beside the point, however, because
Lamps Plus relies for jurisdiction on a different provision
of section 16, section 16(a)(3).
4                   LAMPS PLUS, INC. v. VARELA

                          Opinion of the Court

  Section 16(a)(3) provides that an appeal may be taken
from “a final decision with respect to an arbitration that is
subject to this title.” We construed that provision in Green
Tree Financial Corp.-Ala. v. Randolph, 

(2000), a case where, as here, the District Court had is-
sued an order both compelling arbitration and dismissing
the underlying claims. We held that such an order direct-
ing “the parties to proceed to arbitration, and dismiss[ing]
all the claims before [the court], . . . is ‘final’ within the
meaning of §16(a)(3), and therefore appealable.” 

  Varela attempts to distinguish Randolph on the ground
that the appeal here was taken by the party who sought
an order to dismiss the claim and compel arbitration,
Lamps Plus. He claims the company “lacked standing to
appeal the dismissal,” because the District Court’s order
“provided precisely the relief Lamps Plus sought.” Brief
for Respondent 13, 15.

——————
   1 JUSTICE BREYER repeatedly refers to the order in this case as “inter-

locutory,” post, at 5–7 (dissenting opinion), but—as the language quoted
above makes clear—Randolph expressly held that such an order is
“final” under the FAA. JUSTICE BREYER also claims that Randolph
“explicitly reserved the [jurisdictional] question that we face now,” post,
at 7, but Randolph reserved a different question. In that case, the
District Court had denied a motion to stay. We noted that, if the
District Court had entered a stay instead of dismissing the case, an
appeal would have been barred by 

. §16(b)(1). That said, we
expressly refrained from addressing whether the District Court should
have granted the stay. 

, n. 2. That is the question
we reserved. JUSTICE BREYER would have us take up that question
today, post, at 3, 7, but there is no basis for doing so. The FAA provides
that a district court “shall on application of one of the parties stay” the
case pending the arbitration. 

. §3 (emphasis added). Here, no
party sought a stay. Thus, JUSTICE BREYER’s jurisdictional analysis is
premised on two events that did not happen—a District Court ruling
that was never issued denying a stay request that was never made. In
short, JUSTICE BREYER has written an opinion for a case other than the
one before us.
                     Cite as: 587 U. S. ____ (2019)                   5

                         Opinion of the Court

   But Lamps Plus did not secure the relief it requested. It
sought an order compelling individual arbitration. What
it got was an order rejecting that relief and instead com-
pelling arbitration on a classwide basis. We have ex-
plained—and will elaborate further below—that shifting
from individual to class arbitration is a “fundamental”
change, 

, that “sacrifices the
principal advantage of arbitration” and “greatly increases
risks to defendants,” AT&T Mobility LLC v. Concepcion,

, 348, 350 (2011). Lamps Plus’s interest in
avoiding those consequences gives it the “necessary per-
sonal stake in the appeal” required by our precedent.
Camreta v. Greene, 

, 702 (2011).2
                               III
   The Ninth Circuit applied California contract law to
conclude that the parties’ agreement was ambiguous on
the availability of class arbitration. In California, an
agreement is ambiguous “when it is capable of two or more
constructions, both of which are reasonable.” 701 Fed.
Appx., at 672 (quoting Powerine Oil Co. v. Superior Ct., 

, 390, 

, 598 (2005)). Following
our normal practice, we defer to the Ninth Circuit’s inter-
pretation and application of state law and thus accept that
the agreement should be regarded as ambiguous. See,
e.g., Expressions Hair Design v. Schneiderman, 581 U. S.
___, ___ (2017) (slip op., at 7).3
——————
  2 And contrary to Varela’s contention, Brief for Respondent 14–15,

and JUSTICE BREYER’s dissent, post, at 6–7, this is hardly a case like
Microsoft Corp. v. Baker, 582 U. S. ___ (2017). There, we held that
plaintiffs cannot generate a final appealable order by voluntarily
dismissing their claim. Here, Lamps Plus was the defendant, and the
District Court compelled class arbitration over the company’s vigorous
opposition.
  3 JUSTICE KAGAN offers her own interpretation of the contract, con-

cludes that it unambiguously authorizes class arbitration, post, at 2–4,
and criticizes us for “disregard[ing] the actual contract the parties
6                  LAMPS PLUS, INC. v. VARELA

                          Opinion of the Court

  We therefore face the question whether, consistent with
the FAA, an ambiguous agreement can provide the neces-
sary “contractual basis” for compelling class arbitration.

. We hold that it cannot—a
conclusion that follows directly from our decision in Stolt-
Nielsen. Class arbitration is not only markedly different
from the “traditional individualized arbitration” contem-
plated by the FAA, it also undermines the most important
benefits of that familiar form of arbitration. Epic Systems,
584 U. S., at ___ (slip op., at 8); see 

–687. The statute therefore requires more
than ambiguity to ensure that the parties actually agreed
to arbitrate on a classwide basis.
                             A
  The FAA requires courts to “enforce arbitration agree-
ments according to their terms.” Epic Systems, 584 U. S.,
at ___ (slip op., at 5) (quoting American Express Co. v.
Italian Colors Restaurant, 

, 233 (2013)).
Although courts may ordinarily accomplish that end by
relying on state contract principles, First Options of Chi-
cago, Inc. v. Kaplan, 

, 944 (1995), state law is
preempted to the extent it “stands as an obstacle to the
accomplishment and execution of the full purposes and
objectives” of the FAA, 

(in-
ternal quotation marks omitted). At issue in this case is
the interaction between a state contract principle for
addressing ambiguity and a “rule[ ] of fundamental im-

——————
signed,” post, at 14. JUSTICE SOTOMAYOR, on the other hand, concludes
that the contract is ambiguous about class arbitration but criticizes us
for treating the contract as . . . ambiguous. Post, at 2–3 (dissenting
opinion). Again, we simply follow this Court’s ordinary approach,
which “accord[s] great deference” to the courts of appeals in their
interpretation of state law. Expressions Hair Design, 581 U. S., at ___,
(slip op., at 7) (quoting Pembaur v. Cincinnati, 

, 484 n. 13
(1986) (collecting cases)).
                  Cite as: 587 U. S. ____ (2019)            7

                      Opinion of the Court

portance” under the FAA, namely, that arbitration “is a
matter of consent, not coercion.” 

(internal quotation marks omitted).
   “[T]he first principle that underscores all of our arbitra-
tion decisions” is that “[a]rbitration is strictly a matter of
consent.” Granite Rock Co. v. Teamsters, 

,
299 (2010) (internal quotation marks omitted). We have
emphasized that “foundational FAA principle” many
times. 

; see also, e.g., How-
sam v. Dean Witter Reynolds, Inc., 

, 83 (2002);
First 

; Mastrobuono v. Shearson
Lehman Hutton, Inc., 

, 57 (1995); Volt Infor-
mation Sciences, Inc. v. Board of Trustees of Leland Stan-
ford Junior Univ., 

, 479 (1989); Mitsubishi
Motors Corp. v. Soler Chrysler-Plymouth, Inc., 

, 626 (1985).
   Consent is essential under the FAA because arbitrators
wield only the authority they are given. That is, they
derive their “powers from the parties’ agreement to forgo
the legal process and submit their disputes to private
dispute resolution.” 

.
Parties may generally shape such agreements to their
liking by specifying with whom they will arbitrate, the
issues subject to arbitration, the rules by which they will
arbitrate, and the arbitrators who will resolve their dis-
putes. 

Whatever they settle on, the task
for courts and arbitrators at bottom remains the same: “to
give effect to the intent of the parties.” 

   In carrying out that responsibility, it is important to
recognize the “fundamental” difference between class
arbitration and the individualized form of arbitration
envisioned by the FAA. Epic Systems, 584 U. S., at ___
(slip op., at 8); see also 

, 351;

–687. In individual arbitra-
tion, “parties forgo the procedural rigor and appellate
review of the courts in order to realize the benefits of
8               LAMPS PLUS, INC. v. VARELA

                      Opinion of the Court

private dispute resolution: lower costs, greater efficiency
and speed, and the ability to choose expert adjudicators to
resolve specialized disputes.” 

Class arbitra-
tion lacks those benefits. It “sacrifices the principal ad-
vantage of arbitration—its informality—and makes the
process slower, more costly, and more likely to generate
procedural morass than final judgment.” 

. Indeed, we recognized just last Term that
with class arbitration “the virtues Congress originally saw
in arbitration, its speed and simplicity and inexpensive-
ness, would be shorn away and arbitration would wind up
looking like the litigation it was meant to displace.” Epic
Systems, 584 U. S., at ___ (slip op., at 8). Class arbitration
not only “introduce[s] new risks and costs for both sides,”
ibid., it also raises serious due process concerns by adjudi-
cating the rights of absent members of the plaintiff class—
again, with only limited judicial review. See Concepcion,
563 U. S., 349; see also 

(citing Ortiz v. Fibreboard Corp., 

, 846
(1999)).
   Because of these “crucial differences” between individ-
ual and class arbitration, Stolt-Nielsen explained that there
is “reason to doubt the parties’ mutual consent to resolve
disputes through classwide 

,
685–686. And for that reason, we held that courts may
not infer consent to participate in class arbitration absent
an affirmative “contractual basis for concluding that the
party agreed to do so.” 

Silence is not enough;
the “FAA requires more.” 

   Our reasoning in Stolt-Nielsen controls the question we
face today. Like silence, ambiguity does not provide a
sufficient basis to conclude that parties to an arbitration
agreement agreed to “sacrifice[ ] the principal advantage of
arbitration.” 

.
   This conclusion aligns with our refusal to infer consent
when it comes to other fundamental arbitration questions.
                     Cite as: 587 U. S. ____ (2019)                     9

                          Opinion of the Court

For example, we presume that parties have not authorized
arbitrators to resolve certain “gateway” questions, such as
“whether the parties have a valid arbitration agreement at
all or whether a concededly binding arbitration clause
applies to a certain type of controversy.” Green Tree Fi-
nancial Corp. v. Bazzle, 

, 452 (2003) (plural-
ity opinion). Although parties are free to authorize arbitra-
tors to resolve such questions, we will not conclude that
they have done so based on “silence or ambiguity” in their
agreement, because “doing so might too often force unwill-
ing parties to arbitrate a matter they reasonably would
have thought a judge, not an arbitrator, would decide.”
First 

(emphasis added); see also

–84. We relied on that same
reasoning in 

–687, and it
applies with equal force here. Neither silence nor ambigu-
ity provides a sufficient basis for concluding that parties to
an arbitration agreement agreed to undermine the central
benefits of arbitration itself.4
                             B
  The Ninth Circuit reached a contrary conclusion based
on California’s rule that ambiguity in a contract should be
construed against the drafter, a doctrine known as contra
proferentem. The rule applies “only as a last resort” when
the meaning of a provision remains ambiguous after ex-
hausting the ordinary methods of interpretation. 3 A.
Corbin, Contracts §559, pp. 268–270 (1960). At that point,
contra proferentem resolves the ambiguity against the
drafter based on public policy factors, primarily equitable
——————
   4 This Court has not decided whether the availability of class arbitra-

tion is a so-called “question of arbitrability,” which includes these
gateway matters. Oxford Health Plans LLC v. Sutter, 

,
569, n. 2 (2013). We have no occasion to address that question here
because the parties agreed that a court, not an arbitrator, should
resolve the question about class arbitration.
10              LAMPS PLUS, INC. v. VARELA

                     Opinion of the Court

considerations about the parties’ relative bargaining
strength. See 2 E. Farnsworth, Contracts §7.11, pp. 300–
304 (3d ed. 2004); see also 11 R. Lord, Williston on Con-
tracts §32:12, pp. 788–792 (4th ed. 2012) (stating that
application of the rule may vary based on “the degree of
sophistication of the contracting parties or the degree to
which the contract was negotiated”); Restatement (Second)
of Contracts §206, pp. 80–81, 105–107 (1979) (classifying
contra proferentem under “Considerations of Fairness and
the Public Interest” rather than with rules for interpreting
“The Meaning of Agreements”); 3 Corbin, Contracts §559,
at 270 (noting that contra proferentem is “chiefly a rule of
public policy”). Although the rule enjoys a place in every
hornbook and treatise on contracts, we noted in a recent
FAA case that “the reach of the canon construing contract
language against the drafter must have limits, no matter
who the drafter was.” DIRECTV, Inc. v. Imburgia, 577
U. S. ___, ___ (2015) (slip op., at 10). This case brings
those limits into focus.
   Unlike contract rules that help to interpret the meaning
of a term, and thereby uncover the intent of the parties,
contra proferentem is by definition triggered only after a
court determines that it cannot discern the intent of the
parties.     When a contract is ambiguous, contra
proferentem provides a default rule based on public policy
considerations; “it can scarcely be said to be designed to
ascertain the meanings attached by the parties.” 2
Farnsworth, Contracts §7.11, at 303. Like the contract
rule preferring interpretations that favor the public inter-
est, see 

contra proferentem seeks ends other
than the intent of the parties.
   “[C]lass arbitration, to the extent it is manufactured by
[state law] rather than consen[t], is inconsistent with the
FAA.” 

. We recently reiter-
ated that courts may not rely on state contract principles
to “reshape traditional individualized arbitration by man-
                  Cite as: 587 U. S. ____ (2019)             11

                      Opinion of the Court

dating classwide arbitration procedures without the par-
ties’ consent.” Epic Systems, 584 U. S., at ___ (slip op., at
8). But that is precisely what the court below did, requir-
ing class arbitration on the basis of a doctrine that “does
not help to determine the meaning that the two parties
gave to the words, or even the meaning that a reasonable
person would have given to the language used.” 3 Corbin,
Contracts §559, at 269–270. Such an approach is flatly
inconsistent with “the foundational FAA principle that
arbitration is a matter of consent.” 

.
   Varela and JUSTICE KAGAN defend application of the
rule on the basis that it is nondiscriminatory. It does not
conflict with the FAA, they argue, because it is a neutral
rule that gives equal treatment to arbitration agreements
and other contracts alike. See Brief for Respondent 18,
25–26; post, at 6–9 (KAGAN, J., dissenting). We have
explained, however, that such an equal treatment princi-
ple cannot save from preemption general rules “that target
arbitration either by name or by more subtle methods,
such as by ‘interfer[ing] with fundamental attributes of
arbitration.’ ” Epic Systems, 584 U. S., at ___ (slip op., at 7)
(quoting 

).
   That was the case in Concepcion. There, the Court
considered the general contract defense of unconscionabil-
ity, which had been interpreted by the state court to bar
class action waivers in consumer contracts, whether in the
litigation or arbitration context. See 

The
general applicability of the rule did not save it from
preemption under the FAA with respect to arbitration
agreements, because it had the consequence of allowing
any party to a consumer arbitration agreement to demand
class proceedings “without the parties’ consent.” Epic
Systems, 584 U. S., at ___ (slip op., at 8) (describing the
“essential insight” of Concepcion). That, for the reasons
we have explained, “interferes with fundamental attrib-
12                 LAMPS PLUS, INC. v. VARELA

                         Opinion of the Court

utes of arbitration and thus creates a scheme inconsistent
with the FAA.” 

; see Epic
Systems, 584 U. S., at ___–___ (slip op., at 8–9). The same
reasoning applies here: The general contra proferentem
rule cannot be applied to impose class arbitration in the
absence of the parties’ consent.5
   Our opinion today is far from the watershed JUSTICE
KAGAN claims it to be. Rather, it is consistent with a long
line of cases holding that the FAA provides the default
rule for resolving certain ambiguities in arbitration
agreements. For example, we have repeatedly held that
ambiguities about the scope of an arbitration agreement
must be resolved in favor of arbitration.          See, e.g.,
Mitsubishi Motors 

; Moses H. Cone
Memorial Hospital v. Mercury Constr. Corp., 

,
24–25 (1983). In those cases, we did not seek to resolve
the ambiguity by asking who drafted the agreement.
Instead, we held that the FAA itself provided the rule. As
in those cases, the FAA provides the default rule for re-
solving ambiguity here.
                      *    *    *
  Courts may not infer from an ambiguous agreement
that parties have consented to arbitrate on a classwide
basis. The doctrine of contra proferentem cannot substi-
——————
  5 Varela and JUSTICE KAGAN contend that our use of contra

proferentem in Mastrobuono v. Shearson Lehman Hutton, Inc., 

, 57 (1995), establishes that the rule is not preempted by the
FAA. Brief for Respondent 33–35; post, at 8 (dissenting opinion). In
Mastrobuono, however, we had no occasion to consider a conflict be-
tween the FAA and contra proferentem because both rules led to the
same result. Our holding was primarily based on the FAA policy
favoring 

, and only after establishing that
did we apply contra proferentem, noting that the rule was “well suited
to the facts of this case,” 

See also EEOC v. Waffle House,
Inc., 

, 293, n. 9 (2002) (explaining that Mastrobuono
resolved an ambiguous provision by “read[ing] the agreement to favor
arbitration under the FAA rules”).
                 Cite as: 587 U. S. ____ (2019)                 13

                     Opinion of the Court

tute for the requisite affirmative “contractual basis for
concluding that the part[ies] agreed to [class arbitration].”

.
  We reverse the judgment of the Court of Appeals for the
Ninth Circuit and remand the case for further proceedings
consistent with this opinion.

                                                  It is so ordered.
                   Cite as: 587 U. S. ____ (2019)                   1

                       THOMAS, J., concurring

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 acknowl-
edges, 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., 

, 87
(2002) (THOMAS, J., concurring in judgment). Federal
courts must therefore apply “background principles of
state contract law” when evaluating arbitration agree-
ments. Arthur Andersen LLP v. Carlisle, 

,
630 (2009); Perry v. Thomas, 

, 492, n. 9
(1987). “In this endeavor, ‘as with any other contract, the
parties’ intentions control.’ ” Stolt-Nielsen S. A. v. Ani-
malFeeds Int’l Corp., 

, 682 (2010) (quoting
Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc.,

, 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

.
   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.* App. to Pet. for Cert. 24a (waiving
——————
 * Two intermediate California courts have held, based on similar lan-
2                  LAMPS PLUS, INC. v. VARELA

                        THOMAS, J., concurring

“any right I may have to file a lawsuit or other civil action
or proceeding relating to my employment with the Com-
pany” (emphasis added)); 

I mu-
tually consent to the resolution by arbitration of all claims
. . . that I may have against the Company” (emphasis
added)); 

(“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, 

,
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, 

, 352 (2011)). I
remain skeptical of this Court’s implied pre-emption prec-
edents, see Wyeth v. Levine, 

, 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);

.




——————
guage, that an arbitration agreement did not authorize class arbitra-
tion. See Nelsen v. Legacy Partners Residential, Inc., 

, 1129–1131, 

, 210–211 (2012); Kinecta
Alternative Financial Solutions, Inc. v. Superior Court of Los Angeles
Cty., 

, 517–519, 

, 356–357
(2012), disapproved of on other grounds by Sandquist v. Lebo Automo-
tive, Inc., 

233, 

(2016).
                  Cite as: 587 U. S. ____ (2019)            1

                    GINSBURG, J., dissenting

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 GINSBURG, with whom JUSTICE BREYER and
JUSTICE SOTOMAYOR join, dissenting.
   Joining JUSTICE KAGAN’s dissenting opinion in full, I
write separately to emphasize once again how treacher-
ously the Court has strayed from the principle that “arbi-
tration is a matter of consent, not coercion.” Stolt-Nielsen
S. A. v. AnimalFeeds Int’l Corp., 

, 681 (2010)
(internal quotation marks omitted).
   Congress enacted the Federal Arbitration Act (FAA) in
1925 “to enable merchants of roughly equal bargaining
power to enter into binding agreements to arbitrate com-
mercial disputes.” Epic Systems Corp. v. Lewis, 584 U. S.
___, ___ (2018) (GINSBURG, J., dissenting) (slip op., at 19)
(emphasis in original). The Act was not designed to gov-
ern contracts “in which one of the parties characteristically
has little bargaining power.” Prima Paint Corp. v. Flood
& Conklin Mfg. Co., 

, 403, n. 9 (1967); see
Gilmer v. Interstate/Johnson Lane Corp., 

, 42
(1991) (Stevens, J., dissenting) (“I doubt that any legisla-
tor who voted for [the FAA] expected it to apply . . . to form
contracts between parties of unequal bargaining power, or
to the arbitration of disputes arising out of the employ-
ment relationship.”); Miller, Simplified Pleading, Mean-
ingful Days in Court, and Trials on the Merits: Reflections
on the Deformation of Federal Procedure, 88 N. Y. U.
2               LAMPS PLUS, INC. v. VARELA

                    GINSBURG, J., dissenting

L. Rev. 286, 323 (2013) (The FAA was “enacted in 1925
with the seemingly limited purpose of overcoming the
then-existing ‘judicial hostility’ to the arbitration of con-
tract disputes between businesses.”).
   The Court has relied on the FAA, not simply to over-
come once-prevalent judicial resistance to enforcement of
arbitration disputes between businesses. In relatively
recent years, it has routinely deployed the law to deny to
employees and consumers “effective relief against power-
ful economic entities.” DIRECTV, Inc. v. Imburgia, 577
U. S. ___, ___ (2015) (GINSBURG, J., dissenting) (slip op.,
at 9). Arbitration clauses, the Court has decreed, may pre-
clude judicial remedies even when submission to arbitra-
tion is made a take-it-or-leave-it condition of employment
or is imposed on a consumer given no genuine choice in
the matter. See Epic, 584 U. S., at ___–___ (GINSBURG, J.,
dissenting) (slip op., at 21–22) (surveying “court decisions
expansively interpreting” the FAA); Circuit City Stores,
Inc. v. Adams, 

, 132 (2001) (Stevens, J.,
dissenting) (“There is little doubt that the Court’s inter-
pretation of the [FAA] has given it a scope far beyond the
expectations of the Congress that enacted it.”); 

(describing as “extraordinary” “judicial
extension of the [FAA] to a vast array of consumer con-
tracts . . . characterized by their adhesive nature and by
the individual’s complete lack of bargaining power”).
Propelled by the Court’s decisions, mandatory arbitration
clauses in employment and consumer contracts have
proliferated. See, e.g., Economic Policy Institute, A. Col-
vin, The Growing Use of Mandatory Arbitration 2, 4‒6
(Apr. 6, 2018) (mandatory arbitration imposed by private-
sector employers on nonunionized employees notably
increased between 1995 and 2017), online at
https://www.epi.org/files/pdf/144131.pdf     (all    Internet
materials as last visited Apr. 22, 2019); Consumer Finan-
cial Protection Bureau, Arbitration Study §1.4.1 (Mar.
                  Cite as: 587 U. S. ____ (2019)             3

                    GINSBURG, J., dissenting

2015) (“Tens of millions of consumers use consumer finan-
cial products or services that are subject to . . . arbitration
clauses.”), online at https://files.consumerfinance.gov/f/
201503_cfpb_arbitration-study-report-to-congress-2015.pdf.
   Piling Pelion on Ossa, the Court has hobbled the capacity
of employees and consumers to band together in a judicial
or arbitral forum. See Epic, 584 U. S., at ___, n. 12
(GINSBURG, J., dissenting) (slip op., at 22, n. 12) (noting
Court decisions enforcing class-action waivers imposed by
the party in command, who wants no collective proceed-
ings). The Court has pursued this course even though
“neither the history nor present practice suggests that
class arbitration is fundamentally incompatible with
arbitration itself.” AT&T Mobility LLC v. Concepcion, 

, 362 (2011) (BREYER, J., dissenting).
   Employees and consumers forced to arbitrate solo face
severe impediments to the “vindication of their rights.”

(GINSBURG, J., dissenting).
“Expenses entailed in mounting individual claims will
often far outweigh potential recoveries.” Epic, 584 U. S.,
at ___ (GINSBURG, J., dissenting) (slip op., at 27); see
American Express Co. v. Italian Colors Restaurant, 

, 246 (2013) (KAGAN, J., dissenting) (“[The de-
fendant] has put [the plaintiff] to this choice: Spend way,
way, way more money than your claim is worth, or relin-
quish your . . . rights.”); 

(BREYER, J., dissenting) (“What rational lawyer would
have signed on to represent the [plaintiffs] for the possibil-
ity of fees stemming from a $30.22 [individual] claim?”);
Resnik, Revising Our “Common Intellectual Heritage”:
Federal and State Courts in Our Federal System, 91 Notre
Dame L. Rev. 1831, 1888 (2016) (“Few individuals can
afford to pursue small value claims; mandating single-file
arbitration serves as a means of erasing rights, rather
than enabling their ‘effective vindication.’ ”).
   Today’s decision underscores the irony of invoking “the
4                LAMPS PLUS, INC. v. VARELA

                    GINSBURG, J., dissenting

first principle” that “arbitration is strictly a matter of
consent,” ante, at 7 (internal quotation marks and altera-
tions omitted), to justify imposing individual arbitration
on employees who surely would not choose to proceed solo.
Respondent Frank Varela sought redress for negligence by
his employer leading to a data breach affecting 1,300
employees. See Complaint in No. 5:16‒cv‒00577 (CD
Cal.), Doc. 1, ¶¶1, 59. The widely experienced neglect he
identified cries out for collective treatment. Blocking
Varela’s path to concerted action, the Court aims to ensure
the authenticity of consent to class procedures in arbitra-
tion. Ante, at 7‒8. Shut from the Court’s sight is the
“Hobson’s choice” employees face: “accept arbitration on
their employer’s terms or give up their jobs.” Epic, 584
U. S., at ___, n. 2 (GINSBURG, J., dissenting) (slip op., at 7,
n. 2); see Circuit 

(Souter, J., dis-
senting) (employees often “lack the bargaining power to
resist an arbitration clause if their prospective employers
insist on one”).
   Recent developments outside the judicial arena amelio-
rate some of the harm this Court’s decisions have occa-
sioned. Some companies have ceased requiring employees
to arbitrate sexual harassment claims, see McGregor,
Firms May Follow Tech Giants on Forced Arbitration,
Washington Post, Nov. 13, 2018, p. A15, col. 1, or have
extended their no-forced-arbitration policy to a broader
range of claims, see Wakabayashi, Google Scraps Forced
Arbitration Policy, N. Y. Times, Feb. 22, 2019, p. B5, col. 4.
And some States have endeavored to safeguard employees’
opportunities to bring sexual harassment suits in court.
See, e.g., N. Y. Civ. Prac. Law Ann. §7515 (West 2019)
(rendering unenforceable certain mandatory arbitration
clauses covering sexual harassment claims). These devel-
opments are sanguine, for “[p]lainly, it would not comport
with the congressional objectives behind a statute seeking
to enforce civil rights . . . to allow the very forces that had
                 Cite as: 587 U. S. ____ (2019)            5

                    GINSBURG, J., dissenting

practiced discrimination to contract away the right to
enforce civil rights in the courts.” Barrentine v. Arkansas-
Best Freight System, Inc., 

, 750 (1981) (Burger,
C. J., dissenting).
   Notwithstanding recent steps to counter the Court’s
current jurisprudence, mandatory individual arbitration
continues to thwart “effective access to justice” for those
encountering diverse violations of their legal rights.
DIRECTV, 577 U. S., at ___ (GINSBURG, J., dissenting)
(slip op., at 1). The Court, paradoxically reciting the
mantra that “[c]onsent is essential,” ante, at 7, has facili-
tated companies’ efforts to deny employees and consumers
the “important right” to sue in court, and to do so collec-
tively, by inserting solo-arbitration-only clauses that
parties lacking bargaining clout cannot remove. Compu-
Credit Corp. v. Greenwood, 

, 115 (2012)
(GINSBURG, J., dissenting). When companies can “muffl[e]
grievance[s] in the cloakroom of arbitration,” Merrill
Lynch, Pierce, Fenner & Smith, Inc. v. Ware, 

, 136 (1973), the result is inevitable: curtailed en-
forcement of laws “designed to advance the well-being of
[the] vulnerable.” Epic, 584 U. S., at ___ (GINSBURG, J.,
dissenting) (slip op., at 26). “Congressional correction of
the Court’s elevation of the FAA over” the rights of em-
ployees and consumers “to act in concert” remains “urgently
in order.” Id., at ___ (slip op., at 2).
                 Cite as: 587 U. S. ____ (2019)            1

                     BREYER, J., dissenting

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 BREYER, dissenting.
  Although I join JUSTICE GINSBURG’s and JUSTICE
KAGAN’s dissents in full, I also dissent for another reason.
In my view, the Court of Appeals lacked jurisdiction to
hear this case. Consequently, we lack jurisdiction as well.
See 

. §1254. My reason for reaching this conclu-
sion is the following. The Federal Arbitration Act, at §4,
says that a “court,” upon being satisfied that the parties
have agreed to arbitrate a claim, “shall make an order
directing the parties to proceed to arbitration in accord-
ance with the terms of the agreement.” 

. §4.
Section 16 of the Act then says that “an appeal may not be
taken from an interlocutory order . . . directing arbitration
to proceed under section 4 of this title.” §16(b)(2) (empha-
sis added). And directing arbitration to proceed is just
what the District Court did here. App. to Pet. for Cert.
23a.
                              I
   These statutory provisions reflect a congressional effort
(in respect to a specific subject matter) to help resolve a
more general problem. Too few interlocutory appeals will
too often impose upon parties delay and expense that an
interlocutory appeal, by quickly correcting a lower court
error, might have spared them. But too many interlocu-
2               LAMPS PLUS, INC. v. VARELA

                     BREYER, J., dissenting

tory appeals will too often unnecessarily delay proceedings
while a party appeals and loses. And delays can clog the
appellate system, thereby slowing down the workings, and
adding to the costs, of the judicial system seen as a whole.
Congress’ jurisdictional statutes consequently compro-
mise, providing, for example, for interlocutory appeals in
some instances, such as cases involving injunctive orders,
see, e.g., 

. §1292(a)(1), or where important sepa-
rable legal questions are at issue, see, e.g., Ashcroft v.
Iqbal, 

, 671 (2009), or where a district court
certifies an open legal question to a court of appeals for
determination, see, e.g., 

. §1292(b). But often
statutes and rules require the parties to proceed to the end
of a trial before obtaining appellate review. See, e.g.,
§1291.
   The statutory provisions before us are a local species of
this jurisdictional genus. In them, Congress limited inter-
locutory review of orders concerning arbitration in a way
that favors arbitration. Consequently, §16(a) of the FAA
will normally allow an immediate appeal where arbitra-
tion is denied, but §16(b) will normally require parties to
wait until the end of the arbitration in order to bring legal
questions about that proceeding to a court of appeals.
   A couple of examples illustrate the point. Take first §4
of the FAA. Section 4 provides that a “court,” upon being
satisfied that the parties have agreed to arbitrate a claim,
“shall make an order directing the parties to proceed to
arbitration in accordance with the terms of the agree-
ment.” 

. §4. Section 16(a) of the FAA provides
that a party may immediately appeal a district court order
refusing to compel arbitration under §4, while §16(b)
provides that a party generally may not immediately
appeal a district court order compelling arbitration under
§4. Compare §16(a)(1)(B) (“An appeal may be taken from”
an order “denying a petition under section 4 of this title”)
with §16(b)(2) (“[A]n appeal may not be taken from an
                 Cite as: 587 U. S. ____ (2019)            3

                     BREYER, J., dissenting

interlocutory order . . . directing arbitration to proceed
under section 4 of this title”).
   Section 3 of the FAA provides another good example.
Where a suit contains several claims, and the district
court has determined that the parties agreed to arbitrate
only a subset of those claims, §3 of the FAA provides that
the district court must stay the litigation at the request of
either party. See §3 (providing that a court, when refer-
ring claims for arbitration, “shall on application of one of
the parties stay” the case “until such arbitration has been
had”). The stay relieves the parties of the burden and
distraction of continuing to litigate any remaining claims
while the arbitration is ongoing. And true to the FAA’s
proarbitration appellate scheme, §16(a) permits immediate
appeals of district court orders refusing to enter a stay,
while §16(b) generally prohibits immediate appeals of
district court orders granting a stay. Compare §16(a)(1)(A)
(“An appeal may be taken from” an order “refusing a stay
of any action under section 3 of this title”) with §16(b)(1)
(“[A]n appeal may not be taken from an interlocutory
order . . . granting a stay of any action under section 3 of
this title”).
   I could go on. Section 16(a) of the FAA permits immedi-
ate appeal of an interlocutory order granting an injunction
against arbitration, while §16(b) generally prohibits im-
mediate appeal of an order refusing to enjoin an arbitra-
tion. Compare §16(a)(2) with §16(b)(4). Section 16(a) of
the FAA permits immediate appeal of an order denying an
application to compel arbitration pursuant to §206, while
§16(b) generally prohibits immediate appeal of an order
compelling arbitration pursuant to §206.            Compare
§16(a)(1)(C) with §16(b)(3). Et cetera.
   The point, however, is that the appellate scheme of the
FAA reflects Congress’ policy decision that, if a district
court determines that arbitration of a claim is called for,
there should be no appellate interference with the arbitral
4               LAMPS PLUS, INC. v. VARELA

                     BREYER, J., dissenting

process unless and until that process has run its course.
  With §16’s structure, and Congress’ policy in mind, we
can turn to the facts of this case.
                              II
   Respondent Frank Varela is an employee of petitioner
Lamps Plus, Inc. At the outset of their employment re-
lationship, Varela and Lamps Plus agreed to arbitrate
employment-related claims. Varela later filed suit against
Lamps Plus on behalf of himself and a class of Lamps
Plus’ employees. Lamps Plus asked the District Court to
compel arbitration. And the District Court granted Lamps
Plus’ request. Despite having won the relief that it re-
quested, Lamps Plus appealed the District Court’s order
because Lamps Plus objected to the District Court’s con-
clusion that the parties’ agreement permitted arbitration
on a classwide basis. The Court of Appeals affirmed the
District Court’s judgment. And we granted Lamps Plus’
petition for certiorari to consider whether the Court of
Appeals erred in so ruling.
   But on those facts, I think that the Court lacks jurisdic-
tion over Lamps Plus’ petition. When Lamps Plus re-
sponded to Varela’s lawsuit by seeking a motion to compel
arbitration, and the District Court granted that motion,
this case fell neatly into §16(b)’s description of unappeal-
able district court orders under the FAA. The parties were
obligated by the FAA to arbitrate their dispute without
the expense and delay of further litigation. If, after arbi-
tration, the parties were dissatisfied with the award or
with the District Court’s arbitration related decisions,
§16(a) of the FAA provides for an appeal at that later date.
See §§16(a)(1)(D)–(E) (permitting appeals of orders con-
firming, modifying, or vacating an award); see also
§16(a)(3) (permitting appeal of “a final decision with re-
spect to an arbitration”). But, in the interim, §16(b) de-
prived the Court of Appeals of jurisdiction to hear any
                  Cite as: 587 U. S. ____ (2019)            5

                     BREYER, J., dissenting

such complaint. See §§16(b)(1)–(4). I recognize that
Lamps Plus is dissatisfied with the arbitration that the
District Court ordered here. But the District Court’s order
nonetheless granted the motion compelling arbitration,
leaving Lamps Plus to bring its claim to an appellate court
only after the arbitration is completed. See §16(b)(2). I
believe we should enforce the statutory provisions that
lead to this conclusion.
    Lamps Plus offers three arguments in response. First,
Lamps Plus suggests the Court of Appeals had jurisdiction
over Lamps Plus’ appeal because the District Court order
at issue here not only granted Lamps Plus’s motion to
compel arbitration, but also granted Lamps Plus’ motion
to dismiss the case. See Brief for Petitioners 29. Lamps
Plus points out that §16(a) permits the appeal of “a final
decision with respect to an arbitration.”          

.
§16(a)(3). Lamps Plus reasons that, so long as a decision
is final, it is appealable under the FAA.
    I disagree because I do not believe that the District
Court had the discretion to dismiss the case immediately
after granting Lamps Plus’ motion to compel arbitration.
Section 4 of the FAA permits a district court to compel the
parties to arbitrate their claim, and §16(b)(2) explains that
“an appeal may not be taken from an interlocutory order
. . . directing arbitration to proceed under section 4 of this
title.” Thus, the District Court order compelling arbitra-
tion was interlocutory and generally unappealable. As I
have just explained, to read the statute any other way
would contravene §16’s proarbitration appeal scheme by
turning an interlocutory order that would have been un-
appealable under §16(b) of the Act into a dismissal order
that is appealable under §16(a).
    And because the order granting Lamps Plus’ motion to
compel was interlocutory, the District Court’s dismissal of
the case—in the very same order, see App. to Pet. for Cert.
23a—did not give the Court of Appeals jurisdiction over
6               LAMPS PLUS, INC. v. VARELA

                     BREYER, J., dissenting

Lamps Plus’ appeal. An improper dismissal cannot create
appellate jurisdiction to review an interlocutory order.
   Our decision in Microsoft Corp. v. Baker, 582 U. S. ___
(2017), holds as much. The plaintiffs in Microsoft sought
to appeal a district court order denying certification of a
class. Under Federal Rule of Appellate Procedure 23(f),
plaintiffs can ordinarily bring such an appeal only with
the court of appeals’ permission. But the plaintiffs in
Baker, who had been denied permission to appeal, tried to
circumvent that denial by stipulating to a voluntary dis-
missal of their claims. The voluntary dismissal, they
claimed, was an appealable “final decisio[n]” under 

. §1291. And in their appeal of the dismissal, they
would be free to also seek review of the order denying
class certification. We disagreed. As we explained there,
to permit plaintiffs to “transform a tentative interlocutory
order into a final judgment . . . simply by dismissing their
claims with prejudice” would be to “undermine §1291’s
firm finality principle, designed to guard against piece-
meal appeals, and subvert the balanced solution Rule 23(f)
put in place for immediate review of class-action orders.”

, at ___, ___ (slip op., at 2, 16) (citation
omitted).
   The same reasoning applies here. Section 16(a)(3) of the
FAA, like 

. §1291, creates appellate jurisdiction
only over “final decisions.” Despite that jurisdictional
limit, Lamps Plus, like the plaintiffs in Microsoft, seeks
review of an interlocutory order. Like the plaintiffs in
Microsoft, Lamps Plus attempts to obtain appellate review
by “transform[ing]” an interlocutory order into a final
decision. 582 U. S., at ___ (slip op., at 16). Like the plain-
tiffs in Microsoft, Lamps Plus has done so based on an
order “purporting to end the litigation”—an order that
Lamps Plus itself “persuade[d] a district court to issue.”

plaintiffs in Microsoft, Lamps Plus does
not “complain of the ‘final’ order that dismissed [the] case,”
                 Cite as: 587 U. S. ____ (2019)           7

                    BREYER, J., dissenting

but instead seeks “review of only the inherently interlocu-
tory order” compelling arbitration.      

like the Court in Microsoft, I would
hold that Lamps Plus cannot, by securing an unlawful
dismissal, find a way around the appellate jurisdiction
scheme that Congress wrote into the FAA.
   Second, Lamps Plus suggests that this Court has al-
ready decided that a district court order compelling arbi-
tration and dismissing a plaintiff’s complaint creates no
jurisdictional problem.      Brief for Petitioners 29–30.
Lamps Plus cites Green Tree Financial Corp.-Ala. v. Ran-
dolph, 

(2000), in support of that argument.
And according to Lamps Plus, “this Court held in Ran-
dolph” that “when a district court orders arbitration and
dismisses the plaintiff’s claims,” the order is “final” and
therefore appealable under §16 of the FAA. Brief for
Petitioners 29–30.
   But Randolph does not control the jurisdictional aspect
of this case. The Randolph Court explicitly reserved the
question that we face now, stating: “Had the District
Court entered a stay instead of a dismissal in this case,
that order would not be appealable. 

. §16(b)(1).
The question whether the District Court should have taken
that course is not before us, and we do not address it.”

, n. 2 (emphasis added). Thus,
although the Randolph Court stated that §16(a)(3) of the
FAA permits appeals of final orders entered under the
FAA, the Court did not decide whether a district court
could convert an interlocutory, unappealable order under
§16(b) into an appealable order under §16(a) by entering a
dismissal instead of a stay. For that reason, Randolph
does not answer the jurisdictional question here.
   Third, and finally, Lamps Plus suggests that the Court
of Appeals had jurisdiction because the District Court
“effectively denied Lamps Plus’s motion to compel arbitra-
tion” when the District Court interpreted the arbitration
8               LAMPS PLUS, INC. v. VARELA

                     BREYER, J., dissenting

agreement to permit class arbitration. Brief for Petition-
ers 31 (emphasis deleted). Leaning heavily on dicta from
Stolt-Nielsen S. A. v. AnimalFeeds Int’l Corp., 

(2010), Lamps Plus argues that class arbitration is so
“fundamental[ly]” different from individual arbitration
that the fact that “the district court purported to grant
Lamps Plus’s motion is not controlling.” Brief for Peti-
tioners 31.
   But Stolt-Nielsen cannot bear the weight Lamps Plus
would place on it. We held in Stolt-Nielsen that a party
may not be compelled to “submit to class arbitration un-
less there is a contractual basis for concluding that the
party agreed to do 

. We did not hold
that class arbitration is not arbitration at all. And be-
cause class arbitration is arbitration, the District Court’s
interpretation of Lamps Plus and Varela’s arbitration
agreement to permit class arbitration could not create
appellate jurisdiction over the District Court order compel-
ling the parties to arbitrate their dispute. See 

.
§16(b)(2) (prohibiting interlocutory appeals of district
court orders “directing arbitration to proceed”).
   Nor did we hold in Stolt-Nielsen (or anywhere else) that
§16 of the FAA permits appeals of interlocutory orders
directing arbitration to proceed, so long as the order incor-
porates some ruling that one party dislikes. If that were
the rule, then §16’s limitations on appellate jurisdiction
would be near meaningless. Consequently, the courts of
appeals have—rightly, I believe—long recognized that
they lack jurisdiction over appeals from orders that compel
arbitration, “albeit not in the ‘first-choice’ ” manner of the
party that moved to compel. Al Rushaid v. National Oil-
well Varco, Inc., 

, 304 (CA5 2016). See also,
e.g., Blue Cross Blue Shield of Mass., Inc. v. BCS Ins. Co.,

, 638 (CA7 2011) (concluding that the court
of appeals lacked jurisdiction over an order compelling
arbitration but denying a motion to direct arbitrators to
                 Cite as: 587 U. S. ____ (2019)            9

                    BREYER, J., dissenting

“hold separate rather than consolidated proceedings”);
Bushley v. Credit Suisse First Boston, 

, 1154
(CA9 2004) (similar holding with respect to a request that
arbitration take place before a different forum); Augustea
Impb Et Salvataggi v. Mitsubishi Corp., 

, 98
(CA2 1997) (similar holding with respect to a request that
the parties arbitrate in a different location). As one of
those courts explained, “[p]ursuant to the plain meaning of
th[e] statute . . . a party cannot appeal a district court’s
order unless, at the end of the day, the parties are forced
to settle their dispute other than by arbitration.” 

And Lamps Plus’ characterization of the District
Court’s order compelling arbitration as an “effectiv[e]
den[ial]” of Lamps Plus’ motion “does not make it so.”
Blue Cross Blue 

.
  Consequently, I would hold that we lack jurisdiction
over this case. But because the Court accepts jurisdiction
and decides the substantive legal question before us, I
shall do the same. And in respect to that question I agree
with JUSTICE GINSBURG and JUSTICE KAGAN, and I join
their dissents.
                    Cite as: 587 U. S. ____ (2019)                  1

                      SOTOMAYOR, J., dissenting

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 SOTOMAYOR, dissenting.
  I join JUSTICE GINSBURG’s dissent in full and Part II of
JUSTICE KAGAN’s dissent.1 This Court went wrong years
ago in concluding that a “shift from bilateral arbitration to
class-action arbitration” imposes such “fundamental
changes,” Stolt-Nielsen S. A. v. AnimalFeeds Int’l Corp.,

, 686 (2010), that class-action arbitration “is
not arbitration as envisioned by the” Federal Arbitration
Act (FAA), AT&T Mobility LLC v. Concepcion, 

, 351 (2011). See, e.g., 

(BREYER, J.,
dissenting). A class action is simply “a procedural device”
that allows multiple plaintiffs to aggregate their claims, 1
W. Rubenstein, Newberg on Class Actions § 1:1 (5th ed.
2011), “[f]or convenience . . . and to prevent a failure of
justice,” Supreme Tribe of Ben-Hur v. Cauble, 

, 363 (1921). Where, as here, an employment agree-
ment provides for arbitration as a forum for all disputes
relating to a person’s employment and the rules of that
forum allow for class actions, an employee who signs an
——————
  1 I am not persuaded at this point that the Court of Appeals lacked

jurisdiction over this case, and for that reason I do not join JUSTICE
BREYER’s dissenting opinion. Nevertheless, I believe that JUSTICE
BREYER’s opinion raises weighty issues that are worthy of further
consideration if raised in the appropriate circumstances in the lower
federal courts.
2                   LAMPS PLUS, INC. v. VARELA

                        SOTOMAYOR, J., dissenting

arbitration agreement should not be expected to realize
that she is giving up access to that procedural device.
   In any event, as JUSTICE KAGAN explains, the employ-
ment contract that Frank Varela signed went further. It
states that “ ‘any and all disputes, claims or controversies
arising out of or relating to[ ] the employment relationship
between the parties[ ] shall be resolved by final and bind-
ing arbitration.’ ” Post, at 2 (quoting App. to Pet. for Cert.
24a). It adds that Varela and Lamps Plus “consent to the
resolution by arbitration of all claims that may hereafter
arise in connection with [Varela’s] employment.” 

And it provides for arbitration “ ‘in accordance
with’ ” the rules of the arbitral forum, which in turn allow
for class arbitration. Post, at 3 (opinion of KAGAN, J.)
(citing App. to Pet. for Cert. 25a–26a). That is enough to
persuade me that the contract was at least ambiguous as
to whether Varela in fact agreed that no class-action
procedures would be available in arbitration if he and his
co-workers all suffered the same harm “relating to” and
“in connection with” their “employment.” See 

25a. And the court below was correct to turn to state law
to resolve the ambiguity.
   The Court today reads the FAA to pre-empt the neutral
principle of state contract law on which the court below
relied. I cannot agree. I also note that the majority
reaches its holding without actually agreeing that the
contract is ambiguous. See ante, at 5 (“[W]e defer to the
Ninth Circuit’s interpretation and application of state
law”). The concurrence, meanwhile, offers reasons to
conclude that the contract unambiguously precludes class
arbitration, see ante, at 1–2, and n. (opinion of THOMAS,
J.), which would avoid the need to displace state law at
all.2 This Court normally acts with great solicitude when
——————
  2 The majority notes that I criticize it for not checking for such an off-

ramp while being unable to take one myself. See ante, at 6, n. 3. But
                    Cite as: 587 U. S. ____ (2019)                  3

                      SOTOMAYOR, J., dissenting

it comes to the possible pre-emption of state law, see, e.g.,
Medtronic, Inc. v. Lohr, 

, 485 (1996), but the
majority today invades California contract law without
pausing to address whether its incursion is necessary.
Such haste is as ill advised as the new federal common
law of arbitration contracts it has begotten.




——————
the majority never suggests that it shares my rationale as to why the
contract is ambiguous. In other words, the reasons that I reach the
issue that the majority decides say nothing about whether the majority
would get there itself, short of deferring to the lower federal court.
                 Cite as: 587 U. S. ____ (2019)            1

                     KAGAN, J., dissenting

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 KAGAN, with whom JUSTICE GINSBURG and
JUSTICE BREYER join, and with whom JUSTICE
SOTOMAYOR joins as to Part II, dissenting.
   The Federal Arbitration Act (FAA or Act) requires
courts to enforce arbitration agreements according to their
terms. See ante, at 6. But the Act does not federalize
basic contract law. Under the FAA, state law governs the
interpretation of arbitration agreements, so long as that
law treats other types of contracts in the same way. See
DIRECTV, Inc. v. Imburgia, 577 U. S. ___, ___ (2015) (slip
op., at 6). That well-established principle ought to resolve
this case against Lamps Plus’s request for individual
arbitration. In my view, the arbitration agreement Lamps
Plus wrote is best understood to authorize arbitration on a
classwide basis. But even if the Court is right to view the
agreement as ambiguous, a plain-vanilla rule of contract
interpretation, applied in California as in every other
State, requires reading it against the drafter—and so
likewise permits a class proceeding here. See Sandquist v.
Lebo Auto., Inc., 

233, 247, 

, 514
(2016). The majority can reach the opposite conclusion
only by insisting that the FAA trumps that neutral state
rule whenever its application would result in class arbitra-
tion. That holding has no basis in the Act—or in any of
our decisions relating to it (including the heavily relied-on
2                LAMPS PLUS, INC. v. VARELA

                      KAGAN, J., dissenting

Stolt-Nielsen S. A. v. AnimalFeeds Int’l Corp., 

, 686 (2010)). Today’s opinion is rooted instead in the
majority’s belief that class arbitration “undermine[s] the
central benefits of arbitration itself.” Ante, at 9. But that
policy view—of a piece with the majority’s ideas about
class litigation—cannot justify displacing generally appli-
cable state law about how to interpret ambiguous con-
tracts. I respectfully dissent.
                               I
   From its very beginning, the arbitration agreement
between Lamps Plus and Frank Varela announces its
comprehensive scope. The first sentence states: “[T]he
parties agree that any and all disputes, claims or contro-
versies arising out of or relating to[ ] the employment
relationship between the parties[ ] shall be resolved by
final and binding arbitration.” App. to Pet. for Cert. 24a.
The phrase “any and all disputes, claims, or controversies”
encompasses both their individual and their class vari-
ants—just as any other general category (e.g., any and all
chairs) includes all particular types (e.g., desk and reclin-
ing). So Varela’s class action (which arose out of or related
to his employment) was a “dispute, claim or controversy”
that belonged in arbitration.
   The next paragraph continues in the same vein, by
describing what Varela gave up by signing the agreement.
“[A]rbitration,” the agreement says, “shall be in lieu of any
and all lawsuits or other civil legal proceedings relating to
my employment.” Ibid.; see 

right “to file a lawsuit or other civil action or proceeding”).
That is the language of forum selection: Any and all ac-
tions (both individual and class) that I could once have
brought in court, I am agreeing now to bring in arbitra-
tion. The provision carries no hint of consent to surrender
altogether—in arbitration as well as court—the ability to
bring a class proceeding.
                    Cite as: 587 U. S. ____ (2019)                   3

                         KAGAN, J., dissenting

   Further on, the remedial and procedural terms of the
agreement support reading it to authorize class arbitra-
tion. The arbitrator, according to the contract, may
“award any remedy allowed by applicable law.” 

That sweeping provision easily encompasses class-
wide relief when the “any and all disputes” that the con-
tract’s first sentence places in arbitration call for such
remedies.1 And under the agreement, the arbitration shall
be conducted “in accordance with” the rules of either of
two designated arbitration providers—both of which fur-
nish rules for arbitrators to conduct class proceedings. 

see, e.g., American Arbitration Assn., Sup-
plementary Rules for Class Arbitrations (2011).
   Even the section Lamps Plus cites in arguing that the
agreement bars class arbitration instead points to the
opposite conclusion. In describing what the agreement
covers, one provision states: “The Company and I mutually
consent to the resolution by arbitration of all claims or
controversies (‘claims’), past, present or future that I may
have against the Company.” App. to Pet. for Cert. 24a; see

(“Specifically, the Company and I mutually
consent to the resolution by arbitration of all claims that
may hereafter arise in connection with my employment”).
Lamps Plus (along with the concurrence, see ante, at 1–2
(opinion of THOMAS, J.)) highlights “th[e] repeated use of
singular personal pronouns” there, contending that it is
incompatible with a form of arbitration that also involves
——————
  1 In discussing another arbitration provision, this Court identically

reasoned: “[I]t would seem sensible to interpret the ‘all disputes’ and
‘any remedy or relief’ phrases to indicate, at a minimum, an intention
to resolve through arbitration any dispute that would otherwise be
settled in a court, and to allow the chosen dispute resolvers to award
the same varieties and forms of damages or relief as a court would be
empowered to award.” Mastrobuono v. Shearson Lehman Hutton, Inc.,

, 61–62, n. 7 (1995) (internal quotation marks omitted).
Here, that means sending to arbitration (among other things) class
disputes seeking class relief.
4                   LAMPS PLUS, INC. v. VARELA

                          KAGAN, J., dissenting

other parties’ claims. Brief for Petitioners 17. But the use
of the first person singular merely reflects that the agree-
ment is bilateral in nature—between Varela and Lamps
Plus. Those pronouns do not resolve whether one of those
parties (“I”) can bring to arbitration class disputes, as well
as individual disputes, relating to his employment. The
part of the quoted section addressing that question is
instead the phrase “all claims or controversies.” And that
phrase supplies the same answer as the agreement’s other
provisions. For it too is broad enough to cover both indi-
vidual and class actions—the ones Varela brings alone and
the ones he shares with co-workers.2
                            II
   Suppose, though, you think that my view of the agree-
ment goes too far. Maybe you aren’t sure whether the
phrase “any and all disputes, claims or controversies”
must be read to include class “disputes, claims or contro-
versies.” Or maybe you wonder whether the surrounding
“I” and “my” references limit that phrase’s scope, rather
than merely referring to one of the contract’s signatories.
In short, you can see reasonable arguments on both sides
——————
   2 An additional semantic point that Lamps Plus makes essentially

concedes my reading of the agreement. At oral argument, Lamps Plus
acknowledged that the contract would authorize class arbitration if it
provided that Varela could bring to the arbitral forum any “lawsuits,”
rather than any “claims,” he had or could have brought against the
company. Tr. of Oral Arg. 31–32. The idea is apparently that suits can
be classwide while claims must be personal. But even assuming
(without accepting) that is so, the agreement never speaks only of
“claims.” Even when that word appears alone (rather than alongside
“disputes” or “controversies”), it in fact functions as a defined term
meaning “claims or controversies.” See App. to Pet. for Cert. 24a
(referring to “all claims or controversies (‘claims’)”). And if lawsuits are
not necessarily personal (as Lamps Plus admits), then neither are
controversies. So by Lamps Plus’s own reasoning, Varela should be
able to bring to arbitration all controversies (including classwide ones)
he had or could have brought to court.
                     Cite as: 587 U. S. ____ (2019)                     5

                          KAGAN, J., dissenting

of the interpretive dispute—for allowing, but also for
barring, class arbitration. You are then in the majority’s
position, “accept[ing]” the arbitration agreement as “am-
biguous.” Ante, at 5. What should follow?
   Under California law (which applies unless preempted)
the answer is clear: The agreement must be read to au-
thorize class arbitration. That is because California—like
every other State in the country—applies a default rule
construing “ambiguities” in contracts “against their draft-
ers.” Sandquist, 

, at 

; see
Cal. Civ. Code Ann. §1654 (West 2011); see also Brief for
Contract Law Scholars as Amici Curiae 10–12, and n. 4
(listing decisions from all 50 States applying that rule).
This anti-drafter canon—which “applies with peculiar
force” to form contracts like Lamps Plus’s—promotes
clarity in contracting by resolving ambiguities against the
party who held the pen. Sandquist, 

, at 

(quoting Graham v. Scissor-Tail, Inc., 

807, 819, n. 16, 

, 172, n. 16 (1981)); see
Ayres & Gertner, Filling Gaps in Incomplete Contracts, 99
Yale L. J. 87, 91, 105, n. 80 (1989). And the rule makes
quick work of interpreting the arbitration agreement here.
Lamps Plus drafted the agreement. It therefore had the
opportunity to insert language expressly barring class
arbitration if that was what it wanted. It did not do so. It
instead (at best) left an ambiguity about the availability of
class arbitration. So California law holds that Lamps Plus
cannot now claim the benefit of the doubt as to the agree-
ment’s meaning. Even the majority does not dispute that
point. See ante, at 5, 9.
   And contrary to the rest of the majority’s opinion,3 the
FAA contemplates that such a state contract rule will
control the interpretation of arbitration agreements.
——————
  3 I say “the majority’s,” but although five Justices have joined today’s

opinion, only four embrace its reasoning. See n. 8, infra.
6               LAMPS PLUS, INC. v. VARELA

                     KAGAN, J., dissenting

Under the FAA, courts must “enforce arbitration agree-
ments according to their terms.” Epic Systems Corp. v.
Lewis, 584 U. S. ___, ___ (2018) (internal quotation marks
omitted) (slip op., at 5); see 

. §4 (requiring that
“arbitration proceed in the manner provided for in such
agreement”). But the construction of those contractual
terms (save for in limited circumstances, addressed below)
is “a question of state law, which this Court does not sit to
review.” Volt Information Sciences, Inc. v. Board of Trus-
tees of Leland Stanford Junior Univ., 

, 474
(1989). The Court has made that crucial point many
times. Nothing in the FAA (as contrasted to today’s ma-
jority opinion) “purports to alter background principles of
state contract law regarding” the scope or content of
agreements. Arthur Andersen LLP v. Carlisle, 

, 630 (2009). Or again: When ruling on an arbitration
agreement’s meaning, courts “should apply ordinary state-
law principles.” First Options of Chicago, Inc. v. Kaplan,

, 944 (1995). Or yet again: The interpreta-
tion of such an agreement is “a matter of state law to
which we defer.” DIRECTV, Inc., 577 U. S., at ___ (slip
op., at 6). In short, the FAA does not federalize contract
law.
   Except when state contract law discriminates against
arbitration agreements. As this Court has explained, the
FAA came about because courts had shown themselves
“unduly hostile to arbitration.” Epic Systems, 584 U. S., at
___ (slip op., at 5). To remedy that problem, Congress
built an “equal-treatment principle” into the Act, requiring
courts to “place arbitration agreements on an equal footing
with other contracts.” Kindred Nursing Centers L. P. v.
Clark, 581 U. S. ___, ___ (2017) (slip op., at 4); AT&T
Mobility LLC v. Concepcion, 

, 339 (2011)
(internal quotation marks omitted); see 

. §2 (mak-
ing arbitration agreements “valid, irrevocable, and en-
forceable, save upon such grounds as exist at law or in
                    Cite as: 587 U. S. ____ (2019)                   7

                         KAGAN, J., dissenting

equity for the revocation of any contract”). So any state
rule treating arbitration agreements worse than other
contracts “stand[s] as an obstacle” to achieving the Act’s
purposes—and is preempted. 

. That means the FAA displaces any state rule dis-
criminating on its face against arbitration. See 

And the Act likewise preempts any more subtle law “dis-
favoring contracts that (oh so coincidentally) have the
defining features of arbitration agreements.” Kindred
Nursing, 581 U. S., at ___ (slip op., at 5). What matters,
as this Court reiterated last Term, is whether the state
law in question “target[s]” arbitration agreements, bla-
tantly or covertly, for substandard treatment. Epic Sys-
tems, 584 U. S., at ___ (slip op., at 7).4 When the law does
so, it cannot operate; when, conversely, it treats arbitra-
tion agreements the same as all other contracts, the FAA
leaves it alone.
   Here, California’s anti-drafter rule is as even-handed as
contract rules come. It does not apply only to arbitration
contracts. Nor does it apply (as the rule we rejected in
Concepcion did) only a tad more broadly to “dispute-
resolution contracts,” pertaining to both arbitration and

(holding that a ban on
collective-action waivers in those contracts worked to “disfa-
vor[ ] arbitration”). Instead, the anti-drafter rule, as even
the majority admits, applies to every conceivable type of
——————
  4 In its many decades of FAA caselaw, the Court has preempted state
law in just one other, “narrow” circumstance: Whatever state law might
say, courts must find “clear and unmistakable evidence” before deciding
that an agreement authorizes an arbitrator to decide a so-called “ques-
tion of arbitrability.” Green Tree Financial Corp. v. Bazzle, 

, 452 (2003) (plurality opinion) (internal quotation marks and
alterations omitted); Oxford Health Plans LLC v. Sutter, 

,
569, n. 2 (2013). As the majority acknowledges, that requirement is not
at issue here because Varela and Lamps Plus agreed that a judge
should decide the availability of class arbitration (even assuming that
question is one of arbitrability). See ante, at 9, n. 4.
8                  LAMPS PLUS, INC. v. VARELA

                        KAGAN, J., dissenting

contract—and treats each identically to all others. See
Sandquist, 

, at 

(“This
general principle of contract interpretation applies equally
to the construction of arbitration provisions”); ante, at 9–
10. And contrary to what the majority is left to insist, the
rule does not “target arbitration” by “interfer[ing] with
[one of its] fundamental attributes”—i.e., its supposed
individualized nature. Ante, at 11 (internal quotation
marks omitted); see ante, at 7–9. The anti-drafter rule
(again, quite unlike Concepcion’s ban on class-action
waivers) takes no side—favors no outcome—as between
class and individualized dispute resolution. All the anti-
drafter rule asks about is who wrote the contract. So if,
for example, Varela had drafted the agreement here, the
rule would have prevented, rather than permitted, class
arbitration.5 Small wonder, then, that this Court has
itself used the anti-drafter canon to interpret an arbitra-
tion agreement. See Mastrobuono v. Shearson Lehman
Hutton, Inc., 

, 62 (1995) (construing an
ambiguous arbitration agreement against the drafter’s
interest). In that case (as properly in any other), the
rule’s through-and-through neutrality made preemption
unthinkable.6
   So this case should come out Varela’s way even if the
agreement is ambiguous. To repeat the simple logic appli-
cable here: Under the FAA, state law controls the inter-
——————
    5 Similarly,
              if Lamps Plus, as the agreement’s author, had wanted
class arbitration (perhaps because that would resolve many related
cases at once) and Varela had resisted it (perhaps because he thought
his case better than the others), the anti-drafter rule would have
prevented, rather than permitted, class arbitration.
  6 Our decision in DIRECTV, Inc. v. Imburgia, 577 U. S. ___ (2015),

also assumed that a court may generally apply a State’s anti-drafter
rule to arbitration agreements. It was only because the court there
applied that rule to an unambiguous contract—in contrast to what the
court would have done in a non-arbitration case—that we reversed its
decision. See id., at ___, ___ (slip op., at 7, 10).
                  Cite as: 587 U. S. ____ (2019)            9

                      KAGAN, J., dissenting

pretation of arbitration agreements unless that law dis-
criminates against arbitration; the anti-drafter default
rule is subject to no such objection; the rule therefore
compels this Court to hold that the agreement here au-
thorizes class arbitration. That the majority thinks the
contract, as so read, seriously disadvantages Lamps Plus,
see ante, at 7–8, is of no moment (any more than if state
law had instead construed the contract to produce adverse
consequences for Varela). The FAA was enacted to protect
against judicial hostility toward arbitration agreements.

. But the Act provides no warrant for
courts to disregard neutral state law in service of ensuring
that those agreements give defendants the best terms
possible. Or said otherwise: Nothing in the FAA shields a
contracting party, operating against the backdrop of im-
partial state law, from the consequences of its own draft-
ing decisions. How, then, could the majority go so wrong?
   Stolt-Nielsen offers the majority no excuse: Far from
“control[ling]” this case, ante, at 8, that decision addressed
a different situation—and explicitly reserved decision of
the question here. In Stolt-Nielsen, the contracting par-
ties entered into a formal stipulation that “they had not
reached any agreement on the issue of class 

. The case thus involved not the mere
absence of express language about class arbitration, but a
joint avowal that the parties had never resolved the issue.
Facing that oddity, an arbitral panel compelled class
arbitration based solely on its “own conception of sound
policy.” 

see 

(“[T]he panel did [noth-
ing] other than impose its own policy preference”). This
Court rejected the panel’s decision for that reason, holding
that a party need not “submit to class arbitration unless
there is a contractual basis for concluding that the party
agreed to do so.” 

But the Court went no fur-
ther. In particular, it did not resolve cases like this one,
where a neutral interpretive rule (even if not an express
10              LAMPS PLUS, INC. v. VARELA

                     KAGAN, J., dissenting

term) enables an adjudicator to determine a contract’s
meaning. To the contrary, the Court disclaimed any view
on that question. Yes, the Court held, “a contractual
basis” was needed for class arbitration. 

given the panel’s reliance on policy alone, the
Court explained that it had “no occasion to decide what
contractual basis” was required. 

n. 10 (empha-
sis added); see Oxford Health Plans LLC v. Sutter, 

, 571 (2013) (“We overturned the arbitral decision
[in Stolt-Nielsen] because it lacked any contractual basis
for ordering class procedures,” not because it relied on an
inadequate one).
   Indeed, parts of Stolt-Nielsen—as well as later deci-
sions—indicate that applying the anti-drafter rule to
ambiguous language provides a sufficient contractual
basis for class arbitration. In Stolt-Nielsen, we faulted the
arbitrators for failing to inquire whether the relevant law
“contain[ed] a default rule” that would construe an arbi-
tration clause “as allowing class arbitration in the absence
of express 

(internal quotation
marks omitted). We thus implied that such a default
rule—like the anti-drafter canon here—can operate to
authorize class arbitration when an agreement’s language
is ambiguous. And that is just how Concepcion (the other
decision the majority relies on, see ante, at 7–8, 10–12)
understood Stolt-Nielsen’s reasoning. Said Concepcion:
We held in Stolt-Nielsen “that an arbitration panel ex-
ceeded its power [by] imposing class procedures based on
policy judgments rather than the arbitration agreement
itself or some background principle of contract law that
would affect its 

(empha-
sis added); see Oxford 

(similarly
noting that Stolt-Nielsen criticized the arbitrators for
failing to consider whether a “default rule” resolved the
class arbitration question (internal quotation marks omit-
ted)). The Court has thus (rightly) viewed the use of
                     Cite as: 587 U. S. ____ (2019)                    11

                          KAGAN, J., dissenting

default rules as a run-of-the-mill aspect of contract inter-
pretation, which (so long as neutrally applied) can support
class arbitration.
   And nothing particular to the anti-drafter rule justifies
a different conclusion, as the majority elsewhere suggests,
see ante, at 9–11.7 That rule, proclaims the majority,
reflects “public policy considerations,” rather than
“help[ing] to interpret the meaning of a term” as under-
stood by the parties. Ante, at 10. The majority here notes
that some commentators have viewed some equitable
factors as supporting the rule, see ante, at 9–10—which is
no doubt right. But see 11 R. Lord, Williston on Contracts
§30:1, p. 11 (4th ed. 2012) (Williston) (stating that the rule
is not justified by public interest considerations). But if
the majority means to claim—as it must to prove its
point—that the anti-drafter rule has no concern with what
“the part[ies] agreed to,” 

,
then the majority is flat-out wrong. From an ex ante
perspective, the rule encourages the drafter to set out its
intent in clear contractual language, for the other party
then to see and agree to. See Ayres & Gertner, 99 Yale L.
J., at 91, 105, n. 80 (stating the modern view); 2 W. Black-

——————
  7 The  majority actually sends conflicting signals about the extent to
which its holding extends beyond the anti-drafter rule to other back-
ground principles that serve to discern the meaning of ambiguous
contract language. Many of the majority’s statements indicate that any
tool for resolving contractual ambiguity is forbidden if it leads to class
arbitration. See, e.g., ante, at 6 (stating flatly that “an ambiguous
agreement [cannot] provide the necessary ‘contractual basis’ for compel-
ling class arbitration”). But the part of the opinion focusing on the
anti-drafter rule suggests that today’s holding applies to only a subset
of contract default rules—to wit, those (supposedly) sounding in “public
policy considerations.” See ante, at 9–11. On that theory of the deci-
sion, courts and arbitrators will have to work out over time which
interpretive principles fall within that category. The majority’s own
flawed analysis of the anti-drafter canon, see infra, at 11–12, indicates
the perils of that undertaking.
12                LAMPS PLUS, INC. v. VARELA

                       KAGAN, J., dissenting

stone, Commentaries on the Laws of England 380 (1766)
(anticipating that view by 200-plus years). And from an
ex post perspective, the rule enables an interpreter to
resolve any remaining uncertainty in line with the parties’
likely expectations. See 11 Williston §30:1, at 11. Consider
this very contract. Lamps Plus, knowing about the anti-
drafter rule, still chose not to include a term prohibiting
class arbitration. And Varela, seeing only the language
sending “any and all disputes, claims, or controversies” to
arbitration, had no reason to think class disputes barred.
Cf. 

will understand ambigu-
ous language in the sense most favorable to itself ”). The
upshot is that the rule (as this Court recognized in another
arbitration case) protects against “unintended” conse-
quences. 

.
   And even if that were not so evident, the FAA does not
empower a court to halt the operation of such a garden-
variety principle of state law. Nothing in the Act’s text
requires the displacement of state contract rules, as the
majority implicitly concedes. See ante, at 6. Nor do the
Act’s purposes, so long as the state rule (as is true here)
extends to all contracts alike, without disfavoring arbitra-
tion. 

–7. The idea that the FAA blocks a
state rule satisfying that standard because (a court finds)
the rule has too much “public policy” in it comes only from
the majority’s collective mind. That approach disrespects
the preeminent role of the States in designing and enforc-
ing contract rules. It discards a universally accepted
principle of contract interpretation in favor of unsupported
assertions about what the parties must have (or could not
possibly have) consented to. It subordinates authoritative
state law to (at most) the impalpable emanations of federal
policy, impossible to see except in just the right light.8 For
——————
  8 Given this extraordinary displacement of state law—which, as I

have shown, no precedent commands, 

–10—I must admit
                     Cite as: 587 U. S. ____ (2019)                   13

                         KAGAN, J., dissenting

that reason, it would never have graced the pages of
the U. S. Reports save that this case involves . . . class
proceedings.
   The heart of the majority’s opinion lies in its cataloging
of class arbitration’s many sins. See ante, at 7–8. In that
respect, the opinion comes from the same place as (though
goes a step beyond) this Court’s prior arbitration deci-
sions. See, e.g., 

(lamenting
that class arbitration “greatly increases risks to defend-
ants” by “aggregat[ing] and decid[ing] at once” the “dam-
ages allegedly owed to tens of thousands of potential
claimants”); Epic Systems, 584 U. S., at __ (slip op., at 8)
(similarly bemoaning the greater costs and complexity of
class proceedings). The opinion likewise has more than a
little in common with this Court’s efforts to pare back
class litigation. See, e.g., Comcast Corp. v. Behrend, 

(2013); Wal-Mart Stores, Inc. v. Dukes, 

, 348–360 (2011). In this case, the result is to disre-
gard the actual contract the parties signed. And to dis-
miss the neutral and commonplace default rule that would
construe that contract against the drafting party. No
matter what either requires, the majority will prohibit
class arbitration. Does that approach remind you of any-
thing? It should. Here (again) is Stolt-Nielsen as Concep-
cion described it: The panel exceeded its authority by
——————
to not understanding JUSTICE THOMAS’s full concurrence in today’s
opinion. See ante, at 2 (expressing “skeptic[ism]” about the majority’s
reasoning but joining its opinion out of a (misplaced) respect for prece-
dent). I would think the opinion a hard pill to swallow for someone who
believes that any implied preemption “leads to the illegitimate—and
thus, unconstitutional—invalidation of state laws.” Wyeth v. Levine,

, 604 (2009) (THOMAS, J., concurring in judgment); see,
e.g., Bates v. Dow Agrosciences LLC, 

, 459 (2005) (THOMAS,
J., concurring in judgment in part) (“[P]re-emption analysis is not a
freewheeling judicial inquiry into whether a state statute is in tension
with federal objectives” (internal quotation marks and alteration
omitted)).
14             LAMPS PLUS, INC. v. VARELA

                    KAGAN, J., dissenting

“imposing class procedures based on policy judgments
rather than the arbitration agreement itself or some back-
ground principle of contract law that would affect its

; 

. Sub-
stitute “foreclosing” for “imposing” and that is what the
Court today has done. It should instead—as the FAA
contemplates—have left the parties’ agreement, as con-
strued by state law, alone.