Who Resolves Conflicting Contract Provisions?

The Supreme Court resolves the question who resolves conflicting contract provisions where one contract sends all disputes including arbitrability to be decided by an arbitrator in arbitration and the other contacts sends all disputes to court.

The Coinbase User Agreement that Plaintiff Suskin and others agreed to contains an arbitration provision with a delegation clause providing all matters (including enforceability, revocability, scope.  and validity of the Arbitration Agreement) shall be decided by an arbitrator and not by a court or judge.

A second contract, the Official Rules for a sweepstakes promotion, contains a forum selection clause providing that California courts “shall have sole jurisdiction of any controversies regarding the [sweepstakes] promotion”.

The Supreme Court held that where the parties have agreed to two contracts with conflicting provisions, a court decides which contract governs.

The District Court determined that the Official Rules’ forum selection clause directing all disputes to California state or federal court controlled.  The Ninth Circuit affirmed this ruling and the Supreme Court affirmed the Ninth Circuit.

Coinbase, Inc. v Suski et.al., No. 23-3, May 23, 2024.