The New York Convention does not prohibit the application of domestic equitable estoppel doctrines that permit nonsignatories to enforce arbitration agreements.
A subcontractor that did not sign a contract containing an arbitration clause sought to compel arbitration with the plant owner, arguing that domestic equitable estoppel doctrines permitted enforcement. The Eleventh Circuit reversed the district court, holding that the New York Convention requires actual signature and conflicts with equitable estoppel. The Supreme Court addresses whether the Convention prohibits the application of domestic equitable estoppel doctrines. The Court applies treaty interpretation principles, focusing on the text of Article II(3), which lacks exclusionary language and does not address nonsignatories. The Court holds that the Convention is silent on this issue and does not conflict with domestic law permitting nonsignatories to enforce arbitration agreements through equitable estoppel. The Court reverses the judgment below and remands for further proceedings to determine if equitable estoppel applies under the specific facts.
140 S. Ct. at 1644 Applying equitable estoppel to international arbitration agreements57 citing cases“generally, in the arbitration context, 'equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a signatory to the written agreement must rely on the terms of that agreement in asserting its claims against the nonsignatory.”
- Jones v. Lendmark Fin. Servs. LLC, No. 5:24-cv-00389 (M.D. Ga. July 7, 2025).(the FAA permits a nonsignatory to rely on state-law equitable estoppel doctrines to enforce an arbitration agreement)
- Hall v. Trivest Partners L.P., No. 4:22-cv-12743 (E.D. Mich. May 23, 2025). ([A] nonsignatory may be bound by an arbitration agreement under an estoppel theory when the nonsignatory seeks direct benefit from the contract while disavowing the arbitration provision.)
- Munoz v. Conduent State & Local Solutions, No. 24-2044 (10th Cir. Mar. 13, 2025).unpublished([T]he FAA permits a nonsignatory to rely on state- law equitable estoppel doctrines to enforce an arbitration agreement.)
- Landbridge Port Servs. (Hong Kong) Ltd. v. Zhang, No. 1:24-cv-00254 (D. Del. Mar. 27, 2024).(Chapter 2 grants federal courts jurisdiction over actions governed by the Convention, § 203; establishes venue for such actions, § 204; authorizes removal from state court, § 205...)
- LEE v. Cook Cnty. Health & Hosp. Sys., No. 1:19-cv-04560 (N.D. Ill. Sept. 12, 2023). (GE France)
- Wallrich v. Samsung Elec. Am., Inc., 691 F. Supp. 3d 867 (N.D. Ill. 2023).published (GE France)
- Inza v. Apple Inc., No. 2025-1970 (D.D.C. Sept. 23, 2026).publishedThe Supreme Court has recognized that “the FAA permits a nonsignatory to rely on state-law equitable estoppel doctrines to enforce an arbitration agreement.” GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, 16 LLC,…
- Gov't of the Lao People's Democratic Repub. v. Baldwin, No. 25-2562 (9th Cir. Sept. 17, 2026).published New York Convention “The New York Convention is a multilateral treaty that addresses international arbitration.” GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 438 (2020); see Convention on the…
- Global Voice Grp. SA v. Repub. of Guinea, 177 F.4th 299 (D.C. Cir. 2026).publishedSAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 438 (2020). 8 II.
- Sizemore, No. 1:23-cv-21261 (S.D. Fla. Apr. 9, 2026).SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 438 (2020) (cleaned up); see also Lavigne, 967 F.3d at 1118 (“Under California law . . . the purpose of equitable estoppel is ‘to prevent a party from using the terms or obligations…
Show 47 more citing cases
- Hermawan, No. 1:25-cv-26018 (S.D. Fla. Jan. 29, 2026).“The New York Convention is a multilateral treaty that addresses international arbitration.” GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 438 (2020).
- Dr. Evelyn Matta Fontanet v. MSO of Puerto Rico, LLC, No. 3:25-cv-01018 (D.P.R. Oct. 27, 2025).“Generally, in the arbitration context, ‘equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a signatory to the written agreement must rely on the terms of that agree…
- Morales Posada v. Cultural Care, Inc., 141 F.4th 301 (1st Cir. 2025).published But, notably, GE Energy did not appear to definitively resolve how Article II itself applies in such circumstances, given that, by its terms, the Convention is "silent on the issue of nonsignatory enforcement." Id. at 439-440, 445 .
- Mullis v. J.P. Morgan Chase & Co., No. 3:24-cv-01334 (S.D. Cal. May 29, 2025).(holding 17 domestic doctrines including equitable estoppel may apply to international arbitration 18 agreements under the Convention)
- Soloway v. CIM Grp., LLC, 237 A.D.3d 576 (N.Y. App. Div. 1st Dep't 2025).published In an arbitration context, "equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a signatory to the written agreement must rely on the terms of that agreement in asser…
- F.R.Y. v. Am. Honda Motor Co., No. 1:23-cv-01782 (M.D. Pa. Mar. 27, 2025).Generally, in the arbitration context, “equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a signatory to the written agreement must rely on the terms of that agreem…
- Arrive Nola Hotel, LLC v. Certain Underwriters at Lloyds, London, 776 F. Supp. 3d 404 (E.D. La. 2025).published Legal Standard Agreements arising under the Convention are subject to the provisions of the FAA unless the FAA is in “conflict” with the Convention.77 The FAA was enacted in order to “allow[] a party to . . . an arbitration agreement to pe…
- Hayes v. Deer Valley Homebuilders, Inc., No. 5:24-cv-00046 (S.D. Miss. Mar. 14, 2025).The Supreme Court has found that “generally, in the arbitration context, ‘equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a signatory to the written agreement mus…
- Lastephen Rogers v. Tug Hill Operating, LLC, 76 F.4th 279 (4th Cir. 2023).published
- Cole v. Mariner Fin., LLC, No. 3:22-cv-00440 (W.D. Ky. Nov. 17, 2022).
- Luna v. Tug Hill Operating, LLC, No. 5:23-cv-00361, 2024 WL 1219722 (N.D. W. Va. Mar. 20, 2024).
- Gater Assets Ltd. v. AO Moldovagaz, 2 F.4th 42 (2d Cir. 2021).published
- Ramesh Cheruvoth v. Seadream Yacht Club Inc., No. 20-14450 (11th Cir. Oct. 6, 2021).unpublished
- Uni-Top Asia Inv. Ltd. v. Sinopec Int'l Petroleum Expl. & Prod. Corp., No. 2020-1770 (D.D.C. Jan. 26, 2022).published
- Uni-Top Asia Inv. Ltd. v. Sinopec Int'l Petroleum Expl. & Prod. Corp., 600 F. Supp. 3d 73 (D.D.C. 2022).published
- Jones Day v. Orrick, Herrington & Sutcliffe, 42 F.4th 1131 (9th Cir. 2022).published
- Compania De Inversiones v. Grupo Cementos de Chihuahua, 58 F.4th 429 (10th Cir. 2023).published
- Green Enter., LLC v. Hiscox Syndicates Ltd. at Lloyd's of London, 68 F.4th 662 (1st Cir. 2023).published
- Winifredo Herrera v. Cathay Pac. Airways Ltd., 94 F.4th 1083 (9th Cir. 2024).published
- Am. Chung Nam, LLC v. Mitsui O.S.K. Lines, Ltd., No. 2:23-cv-07676 (C.D. Cal. Dec. 19, 2023).
- Winifredo Herrera v. Cathay Pac. Airways Ltd., No. 21-16083 (9th Cir. June 14, 2024).published
- Grant v. Santander Consum. USA, N.A., No. 3:22-cv-04434 (N.D. Cal. Apr. 27, 2023).
- Faire Wholesale, Inc. v. Tundra, Inc., No. 3:23-cv-02538 (N.D. Cal. Dec. 8, 2023).
- In re BAM Trading Servs. Inc. Sec. Litig., No. 3:22-cv-03461 (N.D. Cal. Apr. 26, 2024).
- Shenzhen Gooloo E-Com. Co., LTD v. Pilot, Inc., No. 1:23-cv-00854 (D. Colo. July 14, 2023).
- United States v. Water Quality Ins. Syndicate, 689 F. Supp. 3d 1171 (M.D. Fla. 2023).published
- Cheruvoth v. SeaDream Yacht Club Inc., No. 1:19-cv-24416 (S.D. Fla. Oct. 22, 2020).
- Clean Pro Carpet & Upholstery Care, Inc. v. Upper Pontalba of Old Metairie Condo. Ass'n, No. 2:20-cv-01550, 2021 WL 638117 (E.D. La. Feb. 18, 2021).
- Kronlage Fam. Ltd. P'ship v. Indep. Specialty Ins. Co., 651 F. Supp. 3d 832 (E.D. La. 2023).published
- Olsen Sec. Corp. v. Certain Underwriters at Lloyd's London, No. 2:22-cv-03120, 2023 WL 405437 (E.D. La. Jan. 25, 2023).
- 2601 Condo. Ass'n v. Renaissance Re Syndicate 1458, No. 2:23-cv-05424 (E.D. La. Dec. 4, 2023).
- Manheim v. Indep. Specialty Ins. Co., 704 F. Supp. 3d 730 (E.D. La. 2023).published
- Cedar Ridge, LLC v. Certain Underwriters at Lloyds London, No. 2:23-cv-07350 (E.D. La. Feb. 7, 2024).
- LAG Oasis, LLC v. Indep. Specialty Ins. Co., No. 2:23-cv-06584 (E.D. La. June 13, 2024).
- Martinique Props., LLC v. Certain Underwriters at Lloyd's London Subscribing to Policy No. W1551E160301, 567 F. Supp. 3d 1099 (D. Neb. 2021).published
- KPH Healthcare Servs., Inc. v. Janssen Biotech, Inc., No. 2:20-cv-05901, 2021 WL 4739601 (D.N.J. Oct. 8, 2021).
- Munoz v. Wells Fargo Bank, N.A., No. 1:23-cv-00202 (D.N.M. Mar. 12, 2024).
- AltaCorp. Capital Inc. v. Fin. Indus. Regulatory Auth., Inc., No. 1:20-cv-05221 (S.D.N.Y. Dec. 29, 2020).
- Ecopetrol S.A. v. Offshore Expl. & Prod., LLC, No. 1:18-cv-10024 (S.D.N.Y. May 23, 2024).
- Maldonado v. Nat'l Football League, Inc., No. 1:22-cv-02289 (S.D.N.Y. July 18, 2023).
- Beavers v. UHG LLC, No. 1:20-cv-00928 (N.D. Ohio Oct. 8, 2020).
- Main Course Foodsolutions, Inc. v. Kraft Heinz Co., 523 F. Supp. 3d 198 (D.P.R. 2021).published
- Patterson v. TerraForm Labs Pte Ltd., No. 5:22-cv-03600 (N.D. Cal. Jan. 4, 2024).
- Al-Qarqani v. ARAB Am. Oil Co., No. 4:18-cv-01807 (S.D. Tex. Nov. 17, 2020).
- Sussman v. PCGNY Corp., No. 3:13-cv-00125 (D.V.I. Dec. 28, 2020).
- Dees v. FEVID Transp., LLC, No. 1:24-cv-00873 (D.N.M. Apr. 9, 2025).
- Day v. Matador Prod. Co., No. 1:24-cv-00677 (D.N.M. June 4, 2025).
140 S. Ct. at 1645 Interpreting convention silence regarding domestic estoppel doctrines34 citing cases“nothing in the text of the convention could be read to otherwise prohibit the application of domestic equitable estoppel doctrines”
- Outokumpu Stainless USA, LLC v. Converteam SAS, No. 19-11930 (11th Cir. Sept. 14, 2023).unpublished See GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC, 140 S. Ct. 1637, 1648 (2020) (“Outokumpu III”).
- Hawthorne Indus. Prods. Inc. v. M/V Tac Imola, 656 F. Supp. 3d 567 (D. Md. 2023).published(The Convention is simply silent on the issue of nonsignatory enforcement.)
- Jiangsu Beier Decoration Mater v. Angle World LLC, 52 F.4th 554 (3d Cir. 2022).published(The interpretation of a treaty, like the interpretation of a statute, begins with its text.)
- Corporacion AIC, SA v. Hidroelectrica Santa Rita S.A., 34 F.4th 1290 (11th Cir. 2022).published (Because a treaty ratified by the United States is an agreement among sovereign powers, we have also considered as aids to its interpretation . . . the postratification understanding of signatory nations.)
- Balkrishna Setty v. Shrinivas Sugandhalaya LLP, 3 F.4th 1166 (9th Cir. 2021).published Id. at 632 (“We hold . . . that a litigant who was not a party to the relevant arbitration agreement may invoke § 3 [of the FAA] if the relevant state contract law allows him to enforce the agreement.”); GE Energy, 140 S. Ct. at 1643 (“Cha…
- Balkrishna Setty v. Shrinivas Sugandhalaya LLP, 986 F.3d 1139 (9th Cir. 2021).published Id. at 632 (“We hold . . . that a litigant who was not a party to the relevant arbitration agreement may invoke [Chapter 1 of the FAA] if the relevant state contract law allows him to enforce the agreement.”); GE Energy, 140 S. Ct. at 1643…
- Outokumpu Stainless USA, LLC v. Coverteam SAS, No. 17-10944, 2022 WL 2643936 (11th Cir. July 8, 2022).unpublished See GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC, 140 S. Ct. 1637 (2020) (“Outokumpu III”).
- Alfredo Pott v. Gonzalo Jordan, No. 24-13071 (11th Cir. Sept. 24, 2025).unpublishedId. at 1645.
- Green Enter., LLC v. Hiscox Syndicates Ltd. at Lloyd's of London, 68 F.4th 662 (1st Cir. 2023).published
- Buffington v. McDonough, 7 F.4th 1361 (Fed. Cir. 2021).published
Show 24 more citing cases
- Instituto Mexicano del Seguro v. Zimmer Biomet Holdings, Inc., 29 F.4th 351 (7th Cir. 2022).published
- Yoo v. United States, 43 F.4th 64 (2d Cir. 2022).published
- Corporacion AIC, SA v. Hidroelectrica Santa Rita S.A., 66 F.4th 876 (11th Cir. 2023).published
- Fletcher v. United Ground Express, Inc., No. 4:23-cv-10005 (S.D. Fla. July 10, 2023).
- St. Charles Par. v. QBE Specialty Ins. Co., No. 2:22-cv-03417 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. Old Repub. Union Ins. Co., No. 2:22-cv-03416 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. HDI Global Specialty SE, No. 2:22-cv-03404, 2023 WL 1419937 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. Gen. Sec. Indem. Co. of Arizona, No. 2:22-cv-03407 (E.D. La. Jan. 31, 2023).
- Par. of St. Charles v. Lexington Ins. Co., No. 2:22-cv-03415 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. GeoVera Specialty Ins. Co., No. 2:22-cv-03411 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. Certain Underwriters at Lloyd's London, No. 2:22-cv-03405 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. United Specialty Ins. Co., No. 2:22-cv-03408 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. Steadfast Ins. Co., No. 2:22-cv-03413 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. Indian Harbor Ins. Co., No. 2:22-cv-03414 (E.D. La. Jan. 31, 2023).
- St. Charles Par. v. Transverse Specialty Ins. Co., No. 2:22-cv-03412 (E.D. La. Jan. 31, 2023).
- Bopp v. Indep. Specialty Ins. Co., 657 F. Supp. 3d 859 (E.D. La. 2023).published
- Stor-All Gentilly Woods, LLC v. Indian Harbor Ins. Co., No. 2:23-cv-00334 (E.D. La. Mar. 21, 2023).
- Thumbs Up Race Six, LLC v. Indep. Specialty Ins. Co., No. 2:22-cv-02671, 2023 WL 4235565 (E.D. La. June 28, 2023).
- Chicken Mart, Inc. v. Indep. Specialty Ins. Co., No. 2:23-cv-06661 (E.D. La. Feb. 23, 2024).
- Spanish Villa, LLC v. Certain Underwriters at Lloyd's London, 728 F. Supp. 3d 359 (E.D. La. 2024).published
- Jiangsu Beier Decoration Materials Co. v. Angle World LLC, No. 2:21-cv-02845 (E.D. Pa. July 18, 2023).
- United States v. Ernst Jacob, No. 3:21-cv-01594 (D.P.R. Sept. 26, 2023).
- Just Puppies, Inc. v. Anthony Brown, 123 F.4th 652 (4th Cir. 2024).published
- Certain Underwriters at Lloyd's London v. Belmont Commons LLC, No. 2:22-cv-03874, 2025 WL 239087 (E.D. La. Jan. 17, 2025).
140 S. Ct. at 1643 Applying state law doctrines to enforce arbitration agreements33 citing cases“that arbitration agreements may be enforced by nonsignatories through assumption, piercing the corporate veil, alter ego, incorporation by reference, third-party beneficiary theories, waiver and estoppel”
- Hall v. Trivest Partners L.P., No. 4:22-cv-12743 (E.D. Mich. May 23, 2025). “Generally, in the arbitration context, ‘equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a signatory to the written agreement must rely on the terms of that agree…
- Hatch v. Optum Servs. Inc, No. 4:21-cv-01097 (E.D. Ark. Oct. 11, 2022).([S]tate contract law governs the ability of nonsignatories to enforce arbitration provisions.)
- Balkrishna Setty v. Shrinivas Sugandhalaya LLP, 3 F.4th 1166 (9th Cir. 2021).published (Chapter 1 of the Federal Arbitration Act (FAA) permits courts to apply state-law doctrines related to the enforcement of arbitration agreements.)
- Rancourt v. Mylifecom Inc, No. 4:21-cv-00002 (N.D. Fla. Mar. 16, 2021).(The ‘traditional principles of state law’ that apply under Chapter 1 include doctrines that authorize the enforcement of a contract by a nonsignatory.)
- Balkrishna Setty v. Shrinivas Sugandhalaya LLP, 986 F.3d 1139 (9th Cir. 2021).published (Chapter 1 of the Federal Arbitration Act (FAA) permits courts to apply state-law doctrines related to the enforcement of arbitration agreements.)
- Jane Doe 1 v. Dr John Pispidikis, No. 372831 (Mich. Ct. App. Mar. 17, 2026).published “chapter 1 of the federal arbitration act (faa) permits courts to apply state-law doctrines related to the enforcement of arbitration agreements.”
- Paul O'Hanlon v. Uber Tech. Inc, 990 F.3d 757 (3d Cir. 2021).published
- AtriCure, Inc. v. Jian Meng, 12 F.4th 516 (6th Cir. 2021).published
- Lennar Homes, LLC v. Martinique at the Oasis Neighborhood Assocation, Inc., 332 So. 3d 1054 (Fla. 3d DCA 2021).published
- Barbara Knapke v. Peopleconnect, Inc., 38 F.4th 824 (9th Cir. 2022).published
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- Moore v. A-team Trappers, L.L.C., No. 0:23-cv-60441 (S.D. Fla. July 28, 2023).
- Shaw v. First Commc'ns, LLC., No. 1:19-cv-08070 (N.D. Ill. Jan. 14, 2021).
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- Dhani v. Visa, Inc., No. 1:19-cv-04987 (S.D. Ind. Oct. 13, 2020).
- Cole v. Mariner Fin., LLC, No. 3:22-cv-00440 (W.D. Ky. Nov. 17, 2022).
- Hughes v. Uber Tech., Inc., 718 F. Supp. 3d 571 (E.D. La. 2024).published
- Davis v. Credit Acceptance Corp., No. 2:22-cv-10367 (E.D. Mich. Aug. 24, 2022).
- Harrison v. Gen. Motors, LLC, 651 F. Supp. 3d 878 (E.D. Mich. 2023).published
- Gov't Employees Ins. Co. v. Relief Med., P.C., 554 F. Supp. 3d 482 (E.D.N.Y. 2021).published
- State Farm Mut. Auto. Ins. Co. v. Metro Pain Specialists P.C., No. 1:21-cv-05523, 2022 WL 1606523 (E.D.N.Y. May 20, 2022).
- Jones v. United Am. Sec., LLC, No. 1:20-cv-00440 (N.D. Ohio July 28, 2020).
- Baker Hughes Servs. Int'l, LLC v. Joshi Tech. Int'l, Inc., No. 4:20-cv-00626 (N.D. Okla. Sept. 2, 2021).
- Murphy v. Epiq Sys., No. 2:21-cv-01624 (W.D. Pa. Dec. 12, 2022).
- Rutledge v. Santander Consum. USA Inc, No. 6:20-cv-04214 (D.S.C. July 14, 2021).
- Isernia v. Danville Reg'l Med. Ctr., LLC, No. 4:22-cv-00022 (W.D. Va. Sept. 6, 2022).
- Reidt, Amanda v. Advanced Mktg. & Processing, Inc., No. 3:23-cv-00234 (W.D. Wis. Dec. 7, 2023).
- Luna v. Tug Hill Operating, LLC, No. 5:23-cv-00361, 2024 WL 1219722 (N.D. W. Va. Mar. 20, 2024).
- Exencial Wealth Advisors v. Morgan Stanley Smith Barney, 2024 OK CIV APP 29.published
- Samantha Lichon v. Michael Morse, 968 N.W.2d 461 (Mich. 2021).published
- Jordan Smits v. Michael Morse, No. 159493 (Mich. July 20, 2021).published
590 U.S. at 437 Applying state law doctrines to enforce arbitration agreements10 citing casesrecognizing that a nonsignatory may rely on “state-law equitable estoppel doctrines to enforce an arbitration agreement
- Inza v. At&t Inc., No. 2024-3054 (D.D.C. Sept. 18, 2026).publishedWhen asked to enforce an arbitration agreement covered by the FAA, federal courts apply “background principles of state contract law,” including “doctrines that authorize the enforcement of a contract by a nonsignatory.” GE Energy Power Co…
- James, No. 4:25-cv-00024 (D. Alaska Aug. 7, 2026).SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 437 (2020) (quoting Arthur Andersen LLP, 556 U.S. at 630 ); Rent-A-Center, 561 U.S. at 67-71.
- Joshua Harris v. W6LS, Inc., 171 F.4th 957 (7th Cir. 2026).published GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 437 (2020) (cleaned up).
- Sheet Metal Workers Local No. 20 Welfare & Benefit Fund; & Indiana Carpenters Welfare Fund v. CVS Pharmacy, Inc.; Plumbers Welfare Fund, Local 130 v. CVS Pharmacy, Inc., No. 1:16-cv-00046 (D.R.I. Feb. 3, 2026).(recognizing that a nonsignatory may rely on “state-law equitable estoppel doctrines to enforce an arbitration agreement)
- Dr. Evelyn Matta Fontanet v. MSO of Puerto Rico, LLC, No. 3:25-cv-01018 (D.P.R. Oct. 27, 2025).“Generally, in the arbitration context, ‘equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a signatory to the written agreement must rely on the terms of that agree…
- Morales Posada v. Cultural Care, Inc., 141 F.4th 301 (1st Cir. 2025).published But, notably, GE Energy did not appear to definitively resolve how Article II itself applies in such circumstances, given that, by its terms, the Convention is "silent on the issue of nonsignatory enforcement." Id. at 439-440, 445 .
- Arrive Nola Hotel, LLC v. Certain Underwriters at Lloyds, London, 776 F. Supp. 3d 404 (E.D. La. 2025).published Legal Standard Agreements arising under the Convention are subject to the provisions of the FAA unless the FAA is in “conflict” with the Convention.77 The FAA was enacted in order to “allow[] a party to . . . an arbitration agreement to pe…
- 3501 N. Causeway Assocs., LLC v. Certain Underwriters at Lloyd's London, No. 2:22-cv-03787 (E.D. La. Feb. 4, 2025).
- Certain Underwriters at Lloyd's London v. Belmont Commons LLC, No. 2:22-cv-03874, 2025 WL 239087 (E.D. La. Jan. 17, 2025).
590 U.S. at 439 Interpreting treaty intent regarding nonsignatory enforcement7 citing casesChapter 2 [of the FAA] . . . authorizes removal from state court[.]
- SGP USA LLC v. AM Sailing Purchaser LLC, No. 1:26-cv-00257 (D. Del. Mar. 20, 2026). (Chapter 2 [of the FAA] . . . authorizes removal from state court[.])
- Sigma Constructores, S.A. v. Repub. of Guatemala, No. 2024-3055 (D.D.C. Feb. 10, 2026).published (In 1970, the United States acceded to the New York Convention, and Congress enacted implementing legislation in Chapter 2 of the FAA.)
- Gov't of the Lao People's Democratic Repub. v. Baldwin, No. 25-2562 (9th Cir. Sept. 17, 2026).published New York Convention “The New York Convention is a multilateral treaty that addresses international arbitration.” GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 438 (2020); see Convention on the…
- Employers' Innovative Network, LLC v. Bridgeport Benefits, Inc., 144 F.4th 571 (4th Cir. 2025).published See, e.g., Corporación AIC, SA v. Hidroeléctrica Santa Rita S.A., 66 F.4th 876 , 886-87 (11th Cir. 2023) (en banc) (citing Outokumpu Stainless USA, LLC, 590 U.S. at 439-40) (“[B]ecause Article V of the Convention is ‘simply silent’ on the…
- Morales Posada v. Cultural Care, Inc., 141 F.4th 301 (1st Cir. 2025).published But, notably, GE Energy did not appear to definitively resolve how Article II itself applies in such circumstances, given that, by its terms, the Convention is "silent on the issue of nonsignatory enforcement." Id. at 439-440, 445 .
- Garage Door Sys., LLC v. Blue Giant Equip. Corp., 134 F.4th 953 (7th Cir. 2025).publishedGE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 439 (2020).
- Molecular Dynamics, Ltd. v. Spectrum Dynamics Med. Ltd., 143 F.4th 70 (2d Cir. 2025).published
590 U.S. at 441 Treaty interpretation using negotiation and drafting history5 citing cases
- South Saskatchewan Cmty. Found. Inc. v. United States, No. 24-1391 (Fed. Cl. Aug. 25, 2026).published When considering a treaty’s purpose and the intent of the parties to the treaty, the Supreme Court has considered items of extrinsic evidence “as ‘aids to its interpretation’ the negotiation and drafting history of the treaty as well as ‘t…
- Byron Chemaly v. Eddie Lampert, 174 F.4th 843 (11th Cir. 2026).published SAS, Corp. v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 441 (2020).
- Ambrosia, No. 1:25-cv-01723 (N.D. Ill. Dec. 22, 2025).The plaintiffs also argue that the Court should apply Ontario law when determining whether the arbitration agreement is "null and void" because the New York Convention "requires courts to rely on domestic law to fill the gaps[.]" Pls.' Mot…
- Zhongshan Fucheng Indus. Inv. Co. v. Fed. Repub. of Nigeria, 112 F.4th 1054 (D.C. Cir. 2024).published
- Bruyea v. United States, No. 23-766 (Fed. Cl. Dec. 5, 2024).published
140 S. Ct. at 1642 Convention conflict with domestic equitable estoppel doctrines5 citing casesstating that Section 205 “authorizes the removal of an action from state to federal court if the action ‘relates to an arbitration agreement . . . falling under the Convention [on the Recognition and Enforcement of Foreign Arbitral Awards]’
- Plessen Eye, LLC v. Marshall & Sterling Enter., Inc., No. 1:25-cv-00026 (D.V.I. Mar. 26, 2026).(stating that Section 205 “authorizes the removal of an action from state to federal court if the action ‘relates to an arbitration agreement . . . falling under the Convention [on the Recognition and Enforcement of Fore…)
- Northrop & Johnson Yachts-Ships, Inc. v. Royal Van Lent Shipyard, B v., 855 F. App'x 468 (11th Cir. 2021).unpublished
- Neptune Shipmanagement Srv v. Dahiya, 15 F.4th 630 (5th Cir. 2021).published
- Vitol Inc. v. Copape Productos De Petroleo Ltda, No. 1:22-cv-10569 (S.D.N.Y. Mar. 21, 2024).
- Luna Music, LLC v. Exec. Ins. Servs., Inc., No. 1:20-cv-00002 (D.V.I. June 1, 2022).
140 S. Ct. at 1648 New York Convention does not conflict with equitable estoppel enforcement5 citing casesOutokumpu III
- Outokumpu Stainless USA, LLC v. Converteam SAS, No. 19-11930 (11th Cir. Sept. 14, 2023).unpublished (Outokumpu III)
- Prcic v. Carnival Corp., 641 F. Supp. 3d 1313 (S.D. Fla. 2022).published(Outokumpu I)
- Balkrishna Setty v. Shrinivas Sugandhalaya LLP, 3 F.4th 1166 (9th Cir. 2021).published Id. at 632 (“We hold . . . that a litigant who was not a party to the relevant arbitration agreement may invoke § 3 [of the FAA] if the relevant state contract law allows him to enforce the agreement.”); GE Energy, 140 S. Ct. at 1643 (“Cha…
- Balkrishna Setty v. Shrinivas Sugandhalaya LLP, 986 F.3d 1139 (9th Cir. 2021).published Id. at 632 (“We hold . . . that a litigant who was not a party to the relevant arbitration agreement may invoke [Chapter 1 of the FAA] if the relevant state contract law allows him to enforce the agreement.”); GE Energy, 140 S. Ct. at 1643…
- DotC United, Inc. v. Google Asia Pac. Pte. Ltd., No. 3:22-cv-04990 (N.D. Cal. May 1, 2023).
590 U.S. at 445 Enforcement of arbitration agreements by non-signatories4 citing casesOutokumpu II
- Diroy Rosendo Hooker White v. MSC Cruises, S.A., No. 0:26-cv-61133 (S.D. Fla. July 14, 2026). (Outokumpu II)
- Anderson v. MSC Cruises, S.A., No. 0:24-cv-60715 (S.D. Fla. Mar. 31, 2025). Non-signatories to an arbitration agreement may seek to compel arbitration under equitable estoppel doctrines, as the Supreme Court has held that the Convention “does not conflict with the enforcement of arbitration agreements by non[-]sig…
- Pott v. World Capital Props., Ltd., No. 1:21-cv-23942 (S.D. Fla. Aug. 23, 2024).
- Reel Games, Inc. v. Euro Game Tech., LTD, No. 0:24-cv-60713 (S.D. Fla. June 2, 2025).
590 U.S. at 440 Invalidating arbitration clauses under state law and estoppel3 citing cases
- Deutsche Telekom, A.G. v. Repub. of India, 155 F.4th 694 (D.C. Cir. 2025).publishedGE Energy, 590 U.S. at 440.
- Bros. Petroleum v. Certain Underwriters at Lloyds, London, No. 2:23-cv-00445 (E.D. La. Apr. 23, 2025). The Supreme Court’s decision in GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC supports this conclusion. 590 U.S. 432, 440 (2020).
- Lafourche Par. v. Indian Harbor Ins. Co., No. 2:23-cv-03472, 2025 WL 754333 (E.D. La. Mar. 10, 2025).
590 U.S. at 443 [T]he New York Convention does not prohibit the application of domestic law addressing the enforcement of arbitration agreements.2 citing cases
- Commodities & Minerals Enter., Ltd. v. CVG Ferrominera Orinoco C.A., 111 F.4th 1294 (11th Cir. 2024).published([T]he New York Convention does not prohibit the application of domestic law addressing the enforcement of arbitration agreements.)
- Zhongshan Fucheng Indus. Inv. Co. v. Fed. Repub. of Nigeria, 112 F.4th 1054 (D.C. Cir. 2024).published
590 U.S. at 442 cited at this page2 citing cases
- Sigma Constructores, S.A. v. Repub. of Guatemala, No. 2024-3055 (D.D.C. Feb. 10, 2026).published And, more importantly, Congress has enacted legislation implementing the treaty as “law . . . of the United States.” 9 U.S.C. § 203 ; see also GE Energy Power Conversion France SAS v. Outokumpu Stainless USA, LLC, 590 U.S. 432, 439 (2020)…
- Zhongshan Fucheng Indus. Inv. Co. v. Fed. Repub. of Nigeria, 112 F.4th 1054 (D.C. Cir. 2024).published
140 S. Ct. at 1647 Assessing the weight of executive interpretation of treaty text3 citing casesOur textual analysis aligns with the Executive’s interpretation so there is no need to determine whether the Executive’s understanding is entitled to ‘weight’ or ‘deference.’
- Woodford, M. v. PA Ins. Dept., 243 A.3d 60 (Pa. 2020).published(Our textual analysis aligns with the Executive’s interpretation so there is no need to determine whether the Executive’s understanding is entitled to ‘weight’ or ‘deference.’)
- Outokumpu Stainless USA, LLC v. Coverteam SAS, No. 17-10944, 2022 WL 2643936 (11th Cir. July 8, 2022).unpublished See GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC, 140 S. Ct. 1637 (2020) (“Outokumpu III”).
Other citing cases
- Cont'l 611 Fund LLC v. Certain Underwriters at Lloyds London, No. 2:25-cv-00594 (E.D. Wis. Oct. 15, 2025).
v.
OUTOKUMPU STAINLESS USA, LLC, Et Al.
Lead Opinion
[*1642] The question in this case is whether the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 21 U.S.T. 2517, T.I.A.S. No. 6997, conflicts with domestic equitable estoppel doctrines that permit the enforcement of arbitration agreements by nonsignatories. We hold that it does not.
I
In 2007, ThyssenKrupp Stainless USA, LLC, entered into three contracts with F.L. Industries, Inc., for the construction of cold rolling mills at ThyssenKrupp's steel manufacturing plant in Alabama. Each of the contracts contained an identical arbitration clause. The clause provided that "[a]ll disputes arising between both parties in connection with or in the performances of the Contract ... shall be submitted to arbitration for settlement." App. 171.
After executing these agreements, F.L. Industries, Inc., entered into a subcontractor agreement with petitioner GE Energy Power Conversion France SAS, Corp. (GE Energy), then known as Converteam SAS. Under that agreement, GE Energy agreed to design, manufacture, and supply motors for the cold rolling mills. Between 2011 and 2012, GE Energy delivered nine motors to the Alabama plant for installation. Soon thereafter, respondent Outokumpu Stainless USA, LLC, acquired ownership of the plant from ThyssenKrupp.
According to Outokumpu, GE Energy's motors failed by the summer of 2015, resulting in substantial damages. In 2016, Outokumpu and its insurers filed suit against GE Energy in Alabama state court. GE Energy removed the case to federal court under 9 U.S.C. § 205, which authorizes the removal of an action from state to federal court if the action "relates to an arbitration agreement ... falling under the Convention [on the Recognition and Enforcement of Foreign Arbitral Awards]." GE Energy then moved to dismiss and compel arbitration, relying on the arbitration clauses in the contracts between F.L. Industries, Inc., and ThyssenKrupp.
The District Court granted GE Energy's motion to dismiss and compel arbitration[*1643] with Outokumpu and Sompo Japan Insurance Company of America. Outokumpu Stainless USA LLC v. Converteam SAS , 2017 WL 401951 (SD Ala., Jan. 30, 2017).[1] The court held that GE Energy qualified as a party under the arbitration clauses because the contracts defined the terms "Seller" and "Parties" to include subcontractors. Id. , at *4. Because the court concluded that both Outokumpu and GE Energy were parties to the agreements, it declined to address GE Energy's argument that the agreement was enforceable under equitable estoppel. Id. , at *1, n. 1.
The Eleventh Circuit reversed the District Court's order compelling arbitration. Outokumpu Stainless USA, LLC v. Converteam SAS , 902 F.3d 1316 (2018). The court interpreted the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention or Convention) to include a "requirement that the parties actually sign an agreement to arbitrate their disputes in order to compel arbitration." Id. , at 1326 (emphasis in original). The court concluded that this requirement was not satisfied because "GE Energy is undeniably not a signatory to the Contracts." Ibid. It then held that GE Energy could not rely on state-law equitable estoppel doctrines to enforce the arbitration agreement as a nonsignatory because, in the court's view, equitable estoppel conflicts with the Convention's signatory requirement. Id. , at 1326-1327.
Given a conflict between the Courts of Appeals on this question,[2] we granted certiorari. 588 U.S. ----, 139 S.Ct. 2776, 204 L.Ed.2d 1156 (2019).
II
A
Chapter 1 of the Federal Arbitration Act (FAA) permits courts to apply state-law doctrines related to the enforcement of arbitration agreements. Section 2 of that chapter provides that an arbitration agreement in writing "shall be ... enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." 9 U.S.C. § 2. As we have explained, this provision requires federal courts to "place [arbitration] agreements ' "upon the same footing as other contracts." ' " Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ. , 489 U.S. 468, 474, 109 S.Ct. 1248, 103 L.Ed.2d 488 (1989) (quoting Scherk v. Alberto-Culver Co. , 417 U.S. 506, 511, 94 S.Ct. 2449, 41 L.Ed.2d 270 (1974) ). But it does not "alter background principles of state contract law regarding the scope of agreements (including the question of who is bound by them)." Arthur Andersen LLP v. Carlisle , 556 U.S. 624, 630, 129 S.Ct. 1896, 173 L.Ed.2d 832 (2009).
The "traditional principles of state law" that apply under Chapter 1 include doctrines that authorize the enforcement of a contract by a nonsignatory. Id. , at 631, 129 S.Ct. 1896 (internal quotation marks omitted). For example, we have recognized that arbitration agreements may be enforced by nonsignatories through " 'assumption, piercing the corporate veil, alter ego, incorporation by reference,[*1644] third-party beneficiary theories, waiver and estoppel.' " Ibid. (quoting 21 R. Lord, Williston on Contracts § 57:19, p. 183 (4th ed. 2001) ).
This case implicates domestic equitable estoppel doctrines. Generally, in the arbitration context, "equitable estoppel allows a nonsignatory to a written agreement containing an arbitration clause to compel arbitration where a signatory to the written agreement must rely on the terms of that agreement in asserting its claims against the nonsignatory." Id. , at 200 (2017). In Arthur Andersen , we recognized that Chapter 1 of the FAA permits a nonsignatory to rely on state-law equitable estoppel doctrines to enforce an arbitration agreement. 556 U.S. at 631-632, 129 S.Ct. 1896.
B
The New York Convention is a multilateral treaty that addresses international arbitration. 21 U.S.T. 2517, T.I.A.S. No. 6997. It focuses almost entirely on arbitral awards. Article I(1) describes the Convention as applying only to "the recognition and enforcement of arbitral awards." Id., at 2519. Articles III, IV, and V contain recognition and enforcement obligations related to arbitral awards for contracting states and for parties seeking the enforcement of arbitral awards. Id., at 2519-2520. Article VI addresses when an award can be set aside or suspended. Id., at 2520. And Article VII(1) states that the "Convention shall not ... deprive any interested party of any right he may have to avail himself of an arbitral award in the manner and to the extent allowed by the law or the treaties of the country where such award is sought to be relied upon." Id., at 2520-2521.
Only one article of the Convention addresses arbitration agreements-Article II. That article contains only three provisions, each one sentence long. Article II(1) requires "[e]ach Contracting State [to] recognize an agreement in writing under which the parties undertake to submit to arbitration all or any differences which have arisen or which may arise between them in respect of a defined legal relationship, whether contractual or not, concerning a subject matter capable of settlement by arbitration." Id., at 2519. Article II(2) provides that "[t]he term 'agreement in writing' shall include an arbitral clause in a contract or an arbitration agreement, signed by the parties or contained in an exchange of letters or telegrams." Ibid. Finally, Article II(3) states that "[t]he court of a Contracting State, when seized of an action in a matter in respect of which the parties have made an agreement within the meaning of this article, shall, at the request of one of the parties, refer the parties to arbitration, unless it finds that the said agreement is null and void, inoperative or incapable of being performed." Ibid.
C
In 1970, the United States acceded to the New York Convention, and Congress enacted implementing legislation in Chapter 2 of the FAA. See 84 Stat. 692, 9 U.S.C. §§ 201 - 208. Chapter 2 grants federal courts jurisdiction over actions governed by the Convention, § 203; establishes venue for such actions, § 204; authorizes removal from state court, § 205 ; and empowers courts to compel arbitration, § 206. Chapter 2 also states that "Chapter 1 applies to actions and proceedings brought under this chapter to the extent that [Chapter 1] is not in conflict with this chapter or the Convention." § 208.
III
We must determine whether the equitable estoppel doctrines permitted under[*1645] Chapter 1 of the FAA, see supra, at 1643 - 1644, "conflict with ... the Convention." § 208. Applying familiar tools of treaty interpretation, we conclude that they do not conflict.
A
"The interpretation of a treaty, like the interpretation of a statute, begins with its text." Medellín v. Texas , 552 U.S. 491, 506, 128 S.Ct. 1346, 170 L.Ed.2d 190 (2008). The text of the New York Convention does not address whether nonsignatories may enforce arbitration agreements under domestic doctrines such as equitable estoppel. The Convention is simply silent on the issue of nonsignatory enforcement, and in general, "a matter not covered is to be treated as not covered"-a principle "so obvious that it seems absurd to recite it," A. Scalia & B. Garner, Reading Law: The Interpretation of Legal Texts 93 (2012).
This silence is dispositive here because nothing in the text of the Convention could be read to otherwise prohibit the application of domestic equitable estoppel doctrines. Only one Article of the Convention addresses arbitration agreements-Article II-and only one provision of Article II addresses the enforcement of those agreements-Article II(3). The text of Article II(3) states that courts of a contracting state "shall ... refer the parties to arbitration" when the parties to an action entered into a written agreement to arbitrate and one of the parties requests referral to arbitration. The provision, however, does not restrict contracting states from applying domestic law to refer parties to arbitration in other circumstances. That is, Article II(3) provides that arbitration agreements must be enforced in certain circumstances, but it does not prevent the application of domestic laws that are more generous in enforcing arbitration agreements. Article II(3) contains no exclusionary language; it does not state that arbitration agreements shall be enforced only in the identified circumstances. Given that the Convention was drafted against the backdrop of domestic law, it would be unnatural to read Article II(3) to displace domestic doctrines in the absence of exclusionary language. Cf. Marx v. General Revenue Corp. , 568 U.S. 371, 380-384, 133 S.Ct. 1166, 185 L.Ed.2d 242 (2013).
This interpretation is especially appropriate in the context of Article II. Far from displacing domestic law, the provisions of Article II contemplate the use of domestic doctrines to fill gaps in the Convention. For example, Article II(1) refers to disputes "capable of settlement by arbitration," but it does not identify what disputes are arbitrable, leaving that matter to domestic law. Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc. , 473 U.S. 614, 639, n. 21, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985). Similarly, Article II(3) states that it does not apply to agreements that are "null and void, inoperative or incapable of being performed," but it fails to define those terms. Again, the Convention requires courts to rely on domestic law to fill the gaps; it does not set out a comprehensive regime that displaces domestic law.
In sum, the only provision of the Convention that addresses the enforcement of arbitration agreements is Article II(3). We do not read the nonexclusive language of that provision to set a ceiling that tacitly precludes the use of domestic law to enforce arbitration agreements. Thus, nothing in the text of the Convention "conflict[s] with" the application of domestic equitable estoppel doctrines permitted under Chapter 1 of the FAA. 9 U.S.C. § 208.
B
"Because a treaty ratified by the United States is 'an agreement among sovereign powers,' we have also considered as[*1646] 'aids to its interpretation' the negotiation and drafting history of the treaty as well as 'the postratification understanding' of signatory nations." Medellín , 552 U.S. at 507, 128 S.Ct. 1346 (quoting Zicherman v. Korean Air Lines Co. , 516 U.S. 217, 226, 116 S.Ct. 629, 133 L.Ed.2d 596 (1996) ). These aids confirm our interpretation of the Convention's text.
1
Our precedents have looked to the "negotiating and drafting history" of a treaty as an aid in determining the shared understanding of the treaty. Id. , at 226, 116 S.Ct. 629. Invoking this interpretive aid, Outokumpu argues that the Convention's drafting history establishes a "rule of consent" that "displace[s] varying local laws." Brief for Respondents 27. We are unpersuaded. For one, nothing in the text of the Convention imposes a "rule of consent" that displaces domestic law-let alone a rule that allows some domestic-law doctrines and not others, as Outokumpu proposes. The only time the Convention uses the word "consent" is in Article X(3), which addresses ratification and accession procedures. Moreover, the statements relied on by Outokumpu do not address the specific question whether the Convention prohibits the application of domestic law that would allow nonsignatories to compel arbitration. Cherry-picked "generalization[s]" from the negotiating and drafting history cannot be used to create a rule that finds no support in the treaty's text. Zicherman , 516 U.S. at 227, 116 S.Ct. 629.
To the extent the drafting history sheds any light on the meaning of the Convention, it shows only that the drafters sought to impose baseline requirements on contracting states. As this Court has recognized, "[i]n their discussion of [Article II], the delegates to the Convention voiced frequent concern that courts of signatory countries ... should not be permitted to decline enforcement of such agreements on the basis of parochial views of their desirability or in a manner that would diminish the mutually binding nature of the agreements." Scherk , 417 U.S. at 520, n. 15, 94 S.Ct. 2449 (citing G. Haight, Convention on the Recognition and Enforcement of Foreign Arbitral Awards: Summary Analysis of Record of United Nations Conference, May/June 1958, pp. 24-28 (1958)). Nothing in the drafting history suggests that the Convention sought to prevent contracting states from applying domestic law that permits nonsignatories to enforce arbitration agreements in additional circumstances.
2
"[T]he postratification understanding" of other contracting states may also serve as an aid to our interpretation of a treaty's meaning. Medellín , 552 U.S. at 507, 128 S.Ct. 1346 (internal quotation marks omitted). To discern this understanding, we have looked to the "[d]ecisions of the courts of other Convention signatories," El Al Israel Airlines, Ltd. v. Tsui Yuan Tseng , 525 U.S. 155, 175, 119 S.Ct. 662, 142 L.Ed.2d 576 (1999), as well as the "postratification conduct" of the governments of contracting states, Zicherman , 516 U.S. at 227, 116 S.Ct. 629.
Here, the weight of authority from contracting states indicates that the New York Convention does not prohibit the application of domestic law addressing the enforcement of arbitration agreements. The courts of numerous contracting states permit enforcement of arbitration agreements by entities who did not sign an agreement. See 1 G. Born, International Commercial Arbitration § 10.02, pp. 1418-1484 (2d ed. 2014) (compiling cases). The United States identifies at least one contracting state with domestic legislation illustrating[*1647] a similar understanding. See Brief for United States as Amicus Curiae 28 (discussing Peru's national legislation). And GE Energy points to a recommendation issued by the United Nations Commission on International Trade Law that, although not directly addressing Article II(3), adopts a nonexclusive interpretation of Article II(1) and (2). Report of the United Nations Commission on International Trade Law on the Work of Its Thirty-Ninth Session, Recommendation Regarding the Interpretation of Article II, Paragraph 2, and Article VII, Paragraph 1, of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards ¶¶1, 2, U. N. Doc. A/61/17, annex II (July 7, 2006) (UN recommendation).
These sources, while generally pointing in one direction, are not without their faults. The court decisions, domestic legislation, and UN recommendation relied on by the parties occurred decades after the finalization of the New York Convention's text in 1958. This diminishes the value of these sources as evidence of the original shared understanding of the treaty's meaning. Moreover, unlike the actions and decisions of signatory nations, we have not previously relied on UN recommendations to discern the meaning of treaties. See also Yang v. Majestic Blue Fisheries, LLC , 876 F.3d 996, 1000-1001 (CA9 2017) (declining to give weight to the 2006 UN recommendation). But to the extent this evidence is given any weight, it confirms our interpretation of the Convention's text.
3
Finally, the parties dispute whether the Executive's interpretation of the New York Convention should affect our analysis. The United States claims that we should apply a " 'canon of deference' " and give " ' "great weight" ' " to an interpretation set forth by the Executive in an amicus brief submitted to the D C. Circuit in 2014. Brief for United States as Amicus Curiae 30 (quoting Abbott v. Abbott , 560 U.S. 1, 15, 130 S.Ct. 1983, 176 L.Ed.2d 789 (2010) ); see also Brief for United States as Amicus Curiae in No. 13-7004 (CADC), pp. 7, 9. GE Energy echoes this request. Outokumpu, on the other hand, argues that the Executive's noncontemporaneous interpretation sheds no light on the meaning of the treaty, asserting that the Executive expressed the "opposite ... view at the time of the Convention's adoption." Brief for Respondents 33. Outokumpu asserts that this Court has repeatedly rejected executive interpretations that contradict the treaty's text or the political branches' previous understanding of a treaty. Id. , at 34-35 (citing, e.g., Chan v. Korean Air Lines, Ltd. , 490 U.S. 122, 136, 109 S.Ct. 1676, 104 L.Ed.2d 113 (1989) (Brennan, J., concurring in judgment); Perkins v. Elg , 307 U.S. 325, 328, 337-349, 59 S.Ct. 884, 83 L.Ed. 1320 (1939) ).
We have never provided a full explanation of the basis for our practice of giving weight to the Executive's interpretation of a treaty. Nor have we delineated the limitations of this practice, if any. But we need not resolve these issues today. Our textual analysis aligns with the Executive's interpretation so there is no need to determine whether the Executive's understanding is entitled to "weight" or "deference." Cf. Edelman v. Lynchburg College , 535 U.S. 106, 114-115, n. 8, 122 S.Ct. 1145, 152 L.Ed.2d 188 (2002) ("[T]here is no need to resolve deference issues when there is no need for deference").
IV
The Court of Appeals did not analyze whether Article II(3) of the New York Convention conflicts with equitable estoppel. Instead, the court held that Article II(1) and (2) include a "requirement that[*1648] the parties actually sign an agreement to arbitrate their disputes in order to compel arbitration." 902 F.3d at 1326. But those provisions address the recognition of arbitration agreements, not who is bound by a recognized agreement. Article II(1) simply requires contracting states to "recognize an agreement in writing," and Article II(2) defines the term "agreement in writing." Here, the three agreements at issue were both written and signed.[3] Only Article II(3) speaks to who may request referral under those agreements, and it does not prohibit the application of domestic law. See supra, at 1644 - 1645.
Because the Court of Appeals concluded that the Convention prohibits enforcement by nonsignatories, the court did not determine whether GE Energy could enforce the arbitration clauses under principles of equitable estoppel or which body of law governs that determination. Those questions can be addressed on remand. We hold only that the New York Convention does not conflict with the enforcement of arbitration agreements by nonsignatories under domestic-law equitable estoppel doctrines.
* * *
For the foregoing reasons, we reverse the judgment of the Court of Appeals and remand the case for further proceedings consistent with this opinion.
It is so ordered.
The District Court later granted GE Energy's motion to compel arbitration with additional insurers. Outokumpu Stainless USA LLC v. Converteam SAS , 2017 WL 480716 (SD Ala., Feb. 3, 2017).
Compare 902 F.3d 1316, 1326 (CA11 2018), and Yang v. Majestic Blue Fisheries, LLC , 876 F.3d 996, 1001-1002 (CA9 2017), with Aggarao v. MOL Ship Mgmt. Co. , 675 F.3d 355, 375 (CA4 2012), and Sourcing Unlimited, Inc. v. Asimco Int'l, Inc. , 526 F.3d 38, 48 (CA1 2008).
We do not address whether Article II(2) requires a signed agreement.
Concurrence
I agree with the Court that the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 21 U.S.T. 2517, T.I.A.S. No. 6997 (New York Convention), does not categorically prohibit the application of domestic doctrines, such as equitable estoppel, that may permit nonsignatories to enforce arbitration agreements. I note, however, that the application of such domestic doctrines is subject to an important limitation: Any applicable domestic doctrines must be rooted in the principle of consent to arbitrate.
This limitation is part and parcel of the Federal Arbitration Act (FAA) itself. It is a "basic precept," Stolt-Nielsen S.A. v. AnimalFeeds Int'l Corp. , 559 U.S. 662, 681, 130 S.Ct. 1758, 176 L.Ed.2d 605 (2010), that "[a]rbitration under the [FAA] is a matter of consent, not coercion," Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ. , 489 U.S. 468, 479, 109 S.Ct. 1248, 103 L.Ed.2d 488 (1989) ; see also, e.g. , Lamps Plus, Inc. v. Varela , 587 U.S. ----, ----, 139 S.Ct. 1407, 1416, 203 L.Ed.2d 636 (2019) ("Consent is essential under the FAA"); Granite Rock Co. v. Teamsters , 561 U.S. 287, 299, 130 S.Ct. 2847, 177 L.Ed.2d 567 (2010) ("[T]he first principle that underscores all of our arbitration decisions" is that "[a]rbitration is strictly 'a matter of consent' "). "We have emphasized th[is] 'foundational FAA principle' many times," Lamps Plus , 587 U.S., at ----, 139 S.Ct., at 1415 (quoting Stolt-Nielsen , 559 U.S. at 684, 130 S.Ct. 1758 ) (citing cases), and even the parties find common ground on the point, see Tr. of Oral Arg. 7, 49; Brief for Respondents 2.
Because this consent principle governs the FAA on the whole, it constrains any domestic doctrines under Chapter 1 of the FAA that might "appl[y]" to Convention proceedings (to the extent they do not "conflict with" the Convention). 9 U.S.C. § 208 ; cf. ante , at 1644 - 1645. Parties seeking to enforce arbitration agreements under Article II of the Convention thus may not rely on domestic nonsignatory doctrines that fail to reflect consent to arbitrate.
[*1649] While the FAA's consent principle itself is crystalline, it is admittedly difficult to articulate a bright-line test for determining whether a particular domestic nonsignatory doctrine reflects consent to arbitrate. That is in no small part because some domestic nonsignatory doctrines vary from jurisdiction to jurisdiction. With equitable estoppel, for instance, one formulation of the doctrine may account for a party's consent to arbitrate while another does not. Cf. Brief for Respondents 45 (maintaining that courts have applied at least "three different versions" of GE Energy's equitable-estoppel theory, including one that allegedly "allows a non-party to force arbitration even of claims wholly unconnected to the agreement"). Lower courts must therefore determine, on a case-by-case basis, whether applying a domestic nonsignatory doctrine would violate the FAA's inherent consent restriction.*
Article II of the Convention leaves much to the contracting states to resolve on their own, and the FAA imposes few restrictions. Nevertheless, courts applying domestic nonsignatory doctrines to enforce arbitration agreements under the Convention must strictly adhere to "the foundational FAA principle that arbitration is a matter of consent." Stolt-Nielsen , 559 U.S. at 684, 130 S.Ct. 1758. Because the Court's opinion is consistent with this limitation, I join it in full.
The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience of the reader. See United States v. Detroit Timber & Lumber Co. , 200 U.S. 321, 337, 26 S.Ct. 282, 50 L.Ed. 499.
In this case, however, I am skeptical that any domestic nonsignatory doctrines need come into play at all, because Outokumpu appears to have expressly agreed to arbitrate disputes under the relevant contract with subcontractors like GE Energy. The contract provided that disputes arising between the buyer and seller in connection with the contract were subject to arbitration. App. 171. It also specified that the seller in the contract "shall be understood" to include "[s]ub-contractors." Id., at 88-89. And it appended a list of potential subcontractors, one of which was GE Energy's predecessor, Converteam. Id., at 184-185.