First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 2 (1995)
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Cite as: 514 U. S. 938 (1995)
(b) The Kaplans did not agree to arbitrate arbitrability. Courts generally should apply ordinary state-law principles governing contract formation in deciding whether such an agreement exists. However, courts should not assume that the parties agreed to arbitrate arbitrability unless there is "clea[r] and unmistakabl[e]" evidence that they did so. See, e. g., AT&T Technologies, Inc. v. Communications Workers, 475 U. S. 643, 649. First Options cannot show a clear agreement on the part of the Kaplans. The Kaplans' objections to the arbitrators' jurisdiction indicate that they did not want the arbitrators to have binding authority over them. This conclusion is supported by (1) an obvious explanation for their presence before the arbitrators (i. e., Mr. Kaplan's wholly owned firm was arbitrating workout agreement matters); and (2) Third Circuit law, which suggested that they might argue arbitrability to the arbitrators without losing their right to independent court review. First Options' counterarguments are unpersuasive. Pp. 943-947. 2. Courts of appeals should apply ordinary standards when reviewing district court decisions upholding arbitration awards, i. e., accepting findings of fact that are not "clearly erroneous" but deciding questions of law de novo; they should not, in those circumstances, apply a special "abuse of discretion" standard. It is undesirable to make the law more complicated by proliferating special review standards without good reason. More importantly, a court of appeals' reviewing attitude toward a district court decision should depend upon the respective institutional advantages of trial and appellate courts, not upon what standard of review will more likely produce a particular substantive result. Nothing in the Arbitration Act supports First Options' claim that a court of appeals should use a different standard when conducting review of certain district court decisions. Pp. 947-949. 3. The factbound question whether the Court of Appeals erred in its ultimate conclusion that the dispute was not arbitrable is beyond the scope of the questions this Court agreed to review. P. 949.
19 F. 3d 1503, affirmed.
Breyer, J., delivered the opinion for a unanimous Court.
James D. Holzhauer argued the cause for petitioner. With him on the briefs were Timothy S. Bishop, Stephen P. Bedell, Timothy G. McDermott, and Kenneth E. Wile.
John G. Roberts, Jr., argued the cause for respondents. With him on the brief for respondent Manuel Kaplan were Donald L. Perelman, Richard A. Koffman, and David G.