Page:Lamps Plus, Inc. v. Frank Varela.pdf/13

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LAMPS PLUS, INC. v VARELA

Opinion of the Court

considerations about the parties’ relative bargaining strength. See 2 E. Farnsworth, Contracts §7.11, pp. 300–304 (3d ed. 2004); see also 11 R. Lord, Williston on Contracts §32:12, pp. 788–792 (4th ed. 2012) (stating that application of the rule may vary based on “the degree of sophistication of the contracting parties or the degree to which the contract was negotiated”); Restatement (Second) of Contracts §206, pp. 80–81, 105–107 (1979) (classifying contra proferentem under “Considerations of Fairness and the Public Interest” rather than with rules for interpreting “The Meaning of Agreements”); 3 Corbin, Contracts §559, at 270 (noting that contra proferentem is “chiefly a rule of public policy”). Although the rule enjoys a place in every hornbook and treatise on contracts, we noted in a recent FAA case that “the reach of the canon construing contract language against the drafter must have limits, no matter who the drafter was.” DIRECTV, Inc. v. Imburgia, 577 U. S. ___, ___ (2015) (slip op., at 10). This case brings those limits into focus.

Unlike contract rules that help to interpret the meaning of a term, and thereby uncover the intent of the parties, contra proferentem is by definition triggered only after a court determines that it cannot discern the intent of the parties. When a contract is ambiguous, contra proferentem provides a default rule based on public policy considerations; “it can scarcely be said to be designed to ascertain the meanings attached by the parties.” 2 Farnsworth, Contracts §7.11, at 303. Like the contract rule preferring interpretations that favor the public interest, see id., at 304, contra proferentem seeks ends other than the intent of the parties.

“[C]lass arbitration, to the extent it is manufactured by [state law] rather than consen[t], is inconsistent with the FAA.” Concepcion, 563 U. S., at 348. We recently reiterated that courts may not rely on state contract principles to “reshape traditional individualized arbitration by man-