Suski v. Coinbase, Inc.

Whether the court or the arbitrator decides arbitrability is an issue for judicial determination unless the parties clearly and unmistakably provide otherwise. Oracle Am. Inc. v. Myriad Grp. A.G., 724 F.3d 1069, 1072 (9th Cir. 2013) Issues of contract formation may not be delegated to an arbitrator. Ahlstrom v. DHI Mortg. Co., 21 F.4th 631, 635 (9th Cir. 2021).

Petitioners filed motion to compel arbitration after Respondents, who had signed Petitioner’s "Coinbase User Agreement" ("the Agreement") that contained an arbitration clause, filed a diversity suit against Petitioners. Respondents had also signed Petitioner’s Sweepstake "Official Rules" agreement, which contained a forum selection clause in California. The district court denied Petitioner’s motion finding that the delegation clause in the Agreement didn't’t apply to the issue of dispute and another "Official Rules" agreement superseded the Agreement. Petitioner challenged the district court’s ruling to the Ninth Circuit, arguing first, that the Agreement delegated to the arbitrator the question of whether the forum selection clause superseded the arbitration clause and second, that the Official Rules’ forum selection clause did not supersede the arbitration clause in the Agreement. Regarding the delegation question the Court held that the court should be the one to decide, reasoning that delegation is an issue of contract formation and therefore cannot be delegated to an arbitrator. The Court also held that the Official Rules’ forum selection clause does in fact supersede arbitration clause in the Agreement, reasoning that by including of a forum selection clause in the "Official Rules" agreement Petitioner indicated an intent not to be governed by the arbitration clause in the Agreement. AFFIRMED.