C&L Enterprises v. Citizen Band Potawatomi - Opinion Announcement

Argument of Speaker

Mr. Speaker: Justice Ginsburg has an opinion to announce.

Argument of Justice Ginsburg

Mr. Ginsburg: Three years ago in Kiowa Tribe against Manufacturing Technologies, this Court held that an Indian Tribe enjoys sovereign immunity from suit in a State Court, even for off-reservation commercial conduct, unless Congress has authorized the suit or the Tribe waives its immunity.

Today’s case presents the question whether a Tribe waives its suit immunity, when it subscribes to a contract calling for arbitration as the means by which the parties will resolve their disputes.

Some years ago, the Citizen Potawatomi Nation, a federally recognize Indian Tribe, entered into a standard form construction contract with C&L Enterprises.

Under the contract, C&L was to install a roof on the Tribe owned bank building, in Shawnee, Oklahoma.

Two provisions of the Tribe C&L contract are key here.

The first is a clause calling for arbitration of all contractual disputes between the parties.

The regime for arbitration, the contract specifies is the one set out in the construction industry, arbitration rules of the American Arbitration Association.

Those rules state that, “Parties to agreement of the kind the Tribe and C&L signed, consent to the entry of judgment upon an arbitration award in any Federal or State Court having jurisdiction thereof.”

The second key provision is a choice of law clause stating, “The contract shall be governed by the law of the place where the construction project is located,” here Oklahoma.

Oklahoma’s Arbitration Act instructs that the making of an agreement, providing for arbitration in Oklahoma, confers jurisdiction on the court to enforce the agreement and to enter judgment on an award there under.

The Act defines court to mean any court of competent jurisdiction of this State.

Before C&L began working under the contract, the Tribe retained another company to install the roof.

Claiming that the Tribe had dishonored the contract, C&L sought arbitration and gained an award for damages, attorney’s fees, and cost.

C&L successfully sued to enforce the award and the District Court of Oklahoma County, a State Court of general first instance, jurisdiction.

On appeal however, the Oklahoma Appellate Court held that the Tribe had not waived its suit immunity with the requisite clarity, and therefore, ordered the District Court to dismiss C&L's case.

We granted certiorari to resolve a conflict amongst State and Federal Courts on the question whether an arbitration clause, providing for judicial enforcement arbitration award, waives tribal immunity from a suit stemming from the contract.

The answer our opinion explains is yes.

To relinquish its immunity, a tribe’s waiver must be clear.

The Tribe in this case, we conclude, has waived its immunity from C&L's suit with the requisite clarity.

The Tribe expressly agreed to adhere to a certain dispute resolution procedure.

In fact the Tribe itself tendered the contract that called for that procedure.

The regime to which the Tribe subscribed, includes entry of judgment upon an arbitral award in accordance with the Oklahoma Arbitration Act, that Act indicates as a proper enforcement forum the very court in which C&L brought suit.

The judgment of the Oklahoma Court of Civil Appeals holding the tribe immune from C&L’s suit is therefore reversed.

The decision is unanimous.