Shearson/American Express Inc. v. McMahon

482 U.S. 220, 107 S. Ct. 2332, 96 L. Ed. 2d 185, 1987 U.S. LEXIS 2478
Supreme Court of the United States·Decided September 21, 1987·No. 86-44·Published·Cited by 1,701 cases

Opinions

Justice O’Connor

delivered the opinion of the Court.

This case presents two questions regarding the enforceability of predispute arbitration agreements between brokerage firms and their customers. The first is whether a claim brought under § 10(b) of the Securities Exchange Act of 1934 (Exchange Act), 48 Stat. 891, 15 U. S. C. §78j(b), must be sent to arbitration in accordance with the terms of an arbitration agreement. The second is whether a claim brought under the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U. S. C. § 1961 et seq., must be arbitrated in accordance with the terms of such an agreement.

f — i

Between 1980 and 1982, respondents Eugene and Julia McMahon, individually and as trustees for various pension and profit-sharing plans, were customers of petitioner Shear-[223]*223son/American Express Inc. (Shearson), a brokerage firm registered with the Securities and Exchange Commission (SEC or Commission). Two customer agreements signed by Julia McMahon provided for arbitration of any controversy relating to the accounts the McMahons maintained with Shearson. The arbitration provision provided in relevant part as follows:

“Unless unenforceable due to federal or state law, any controversy arising out of or relating to my accounts, to transactions with you for me or to this agreement or the breach thereof, shall be settled by arbitration in accordance with the rules, then in effect, of the National Association of Securities Dealers, Inc. or the Boards of Directors of the New York Stock Exchange, Inc. and/or the American Stock Exchange, Inc. as I may elect.” 618 F. Supp. 384, 385 (1985).

In October 1984, the McMahons filed an amended complaint against Shearson and petitioner Mary Ann McNulty, the registered representative who handled their accounts, in the United States District Court for the Southern District of New York. The complaint alleged that McNulty, with Shearson’s knowledge, had violated § 10(b) of the Exchange Act and Rule 10b-5, 17 CFR §240.10b-5 (1986), by engaging in fraudulent, excessive trading on respondents’ accounts and by making false statements and omitting material facts from the advice given to respondents. The complaint also alleged a RICO claim, 18 U. S. C. § 1962(c), and state law claims for fraud and breach of fiduciary duties.

Relying on the customer agreements, petitioners moved to compel arbitration of the McMahons’ claims pursuant to § 3 of the Federal Arbitration Act, 9 U. S. C. §3. The District Court granted the motion in part. 618 F. Supp. 384 (1985). The court first rejected the McMahons’ contention that the arbitration agreements were unenforceable as contracts of [224]*224adhesion. It then found that the McMahons’ § 10(b) claims were arbitrable under the terms of the agreement, concluding that such a result followed from this Court’s decision in Dean Witter Reynolds Inc. v. Byrd, 470 U. S. 213 (1985), and the “strong national policy favoring the enforcement of arbitration agreements.” 618 F. Supp., at 388. The District Court also held that the McMahons’ state law claims were ar-bitrable under Dean Witter Reynolds Inc. v. Byrd, supra. It concluded, however, that the McMahons’ RICO claim was not arbitrable “because of the important federal policies inherent in the enforcement of RICO by the federal courts.” 618 F. Supp., at 387.

The Court of Appeals affirmed the District Court on the state law and RICO claims, but it reversed on the Exchange Act claims. 788 F. 2d 94 (1986). With respect to the RICO claim, the Court of Appeals concluded that “public policy” considerations made it “inappropriat[e]” to apply the provisions of the Arbitration Act to RICO suits. Id., at 98. The court reasoned that RICO claims are “not merely a private matter.” Ibid. Because a RICO plaintiff may be likened to a “private attorney general” protecting the public interest, ibid., the Court of Appeals concluded that such claims should be adjudicated only in a judicial forum. It distinguished this Court’s reasoning in Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U. S. 614 (1985), concerning the arbitrability of antitrust claims, on the ground that it involved international business transactions and did not affect the law “as applied to agreements to arbitrate arising from domestic transactions.” 788 F. 2d, at 98.

With respect to respondents’ Exchange Act claims, the Court of Appeals noted that under Wilko v. Swan, 346 U. S. 427 (1953), claims arising under § 12(2) of the Securities Act of 1933 (Securities Act), 48 Stat. 84, 15 U. S. C. § 77((2), are not subject to compulsory arbitration. The Court of Appeals [225]*225observed that it previously had extended the Wilko rule to claims arising under § 10(b) of the Exchange Act and Rule 10b-5. See, e. g., Allegaert v. Perot, 548 F. 2d 432 (CA2), cert. denied, 432 U. S. 910 (1977); Greater Continental Corp. v. Schechter, 422 F. 2d 1100 (CA2 1970). The court acknowledged that Scherk v. Alberto-Culver Co., 417 U. S. 506 (1974), and Dean Witter Reynolds Inc. v. Byrd, supra, had “cast some doubt on the applicability of Wilko to claims under § 10(b).” 788 F. 2d, at 97. The Court of Appeals nevertheless concluded that it was bound by the “clear judicial precedent in this Circuit,” and held that Wilko must be applied to Exchange Act claims. 788 F. 2d, at 98.

We granted certiorari, 479 U. S. 812 (1986), to resolve the conflict among the Courts of Appeals regarding the arbitra-bility of § 10(b)1 and RICO2 claims.

HH HH

The Federal Arbitration Act, 9 U. S. C. §1 et seq., provides the starting point for answering the questions raised in this case. The Act was intended to “revers[e] centuries of judicial hostility to arbitration agreements,” Scherk v. Alberto-Culver Co., supra, at 510, by “placing] arbitration [226]*226agreements ‘upon the same footing as other contracts.’ ” 417 U. S., at 511, quoting H. R. Rep. No. 96, 68th Cong., 1st Sess., 1, 2 (1924). The Arbitration Act accomplishes this purpose by providing that arbitration agreements “shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” 9 U. S. C.

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Shearson/American Express Inc. v. McMahon, 482 U.S. 220, 107 S. Ct. 2332, 96 L. Ed. 2d 185, 1987 U.S. LEXIS 2478 (1987).

482 U.S. 220 (Shearson/American Express Inc. v. McMahon) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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