Coinbase v. Suski

This case originated from a class action lawsuit against Coinbase over a Dogecoin sweepstakes. Coinbase moved to compel arbitration based on its User Agreement. However, the sweepstakes official rules contained a forum selection clause designating California courts for disputes. The key issue was the delegation clause—whether an arbitrator or a court should decide which contract governs. The Ninth Circuit ruled that where multiple contracts are at issue, a court must decide the threshold question of contract formation. The Supreme Court of the United States affirmed this decision on May 23, 2024, holding that a court must determine which contract applies when parties have multiple agreements with conflicting dispute resolution provisions.

The Supreme Court ruled unanimously that where parties have entered into multiple contracts that contain conflicting dispute resolution mechanisms, a court—not an arbitrator—must determine which contract governs the dispute. The lower court’s ruling was affirmed.

The central dispute was whether an arbitrator or a court should resolve the “who decides” question of arbitrability when the parties’ contracts contain conflicting dispute resolution clauses. The conflict arose between the general arbitration provision in Coinbase’s User Agreement and the forum selection clause in the specific Sweepstakes Official Rules.

This decision clarifies the boundaries of the Federal Arbitration Act by reinforcing that the “gateway” question of contract formation belongs to the judiciary when multiple agreements exist. It prevents companies from compelling arbitration in contexts where they may have drafted specific terms that bypass arbitration, thus protecting consumer rights and ensuring contractual clarity in the digital asset and technology sectors.