Citizens Bank v. Alafabco, Inc., No. 02-1295.

CourtUnited States Supreme Court
Writing for the CourtPer Curiam
Citation539 U.S. 52
PartiesTHE CITIZENS BANK <I>v.</I> ALAFABCO, INC., ET AL.
Decision Date02 June 2003
Docket NumberNo. 02-1295.
539 U.S. 52
THE CITIZENS BANK
v.
ALAFABCO, INC., ET AL.
No. 02-1295.
Supreme Court of United States.
Decided June 2, 2003.

Respondents Alafabco, Inc., and its officers filed suit in Alabama Circuit Court, alleging that Alafabco had incurred massive debt because petitioner bank had unlawfully reneged on an agreement to provide capital sufficient to complete a specific building project. The bank moved to compel arbitration as provided in the parties' debt-restructuring agreements. The court ordered respondents to submit to arbitration, but the State Supreme Court reversed, finding that, because the agreements had no substantial effect on interstate commerce, there was an insufficient nexus with such commerce to establish Federal Arbitration Act (FAA) coverage of the parties' dispute.

Held: There is sufficient nexus with interstate commerce to make the arbitration provision enforceable under the FAA. By applying to a contract "evidencing a transaction involving commerce," 9 U. S. C. § 2, the FAA provides for "the enforcement of arbitration agreements within the full reach of the Commerce Clause," Perry v. Thomas, 482 U. S. 483, 490. It is thus perfectly clear that the FAA encompasses a wider range of transactions than those actually "in commerce." Although the debt-restructuring agreements were executed in Alabama by Alabama residents, they nonetheless satisfy the FAA's "involving commerce" test. First, Alafabco engaged in business throughout the southeastern United States, using substantial loans from the bank that were renegotiated and redocumented in the debt-restructuring agreements. Second, the restructured debt was secured by all of Alafabco's business assets, including its inventory of goods assembled from out-of-state parts and raw materials. Third, commercial lending has a broad impact on the national economy. The Alabama Supreme Court's cramped view of Congress' Commerce Clause power appears to rest on a misreading of United States v. Lopez, 514 U. S. 549, which does not suggest that limits on the power to regulate commerce are breached by applying the FAA to disputes arising out of commercial loan transactions such as these.

Certiorari granted; reversed and remanded.

[539 U.S. 53]

ON PETITION FOR WRIT OF CERTIORARI TO THE SUPREME COURT OF ALABAMA

PER CURIAM.


The question presented is whether the parties' debt-restructuring agreement is "a contract evidencing a transaction involving commerce" within the meaning of the Federal Arbitration Act (FAA). 9 U. S. C. § 2. As we concluded in Allied-Bruce Terminix Cos. v. Dobson, 513 U. S. 265 (1995), there is a sufficient nexus with interstate commerce to make enforceable, pursuant to the FAA, an arbitration provision included in that agreement.

I

Petitioner The Citizens Bank—an Alabama lending institution—seeks to compel arbitration of a financial dispute with respondents Alafabco, Inc.—an Alabama fabrication and construction company—and its officers. According to a complaint filed by respondents in Alabama state court, the dispute among the parties arose out of a series of commercial loan transactions made over a decade-long course of business dealings. In 1986, the complaint alleges, the parties entered into a quasi-contractual relationship in which the bank agreed to provide operating capital necessary for Alafabco to secure and complete construction contracts. That relationship began to sour in 1998, when the bank allegedly encouraged Alafabco to bid on a large construction contract in Courtland, Alabama, but refused to provide the capital necessary to complete the project. In order to compensate for the bank's alleged breach of the parties' implied agreement, Alafabco completed the Courtland project with funds that would otherwise have been dedicated to repaying existing obligations to the bank. Alafabco in turn became delinquent in repaying those existing obligations.

On two occasions, the parties attempted to resolve the outstanding debts. On May 3, 1999, Alafabco and the bank executed "`renewal notes'" in which all previous loans were

539 U.S. 54

restructured and redocumented. 872 So. 2d 798 (Ala. 2002). The debt-restructuring arrangement included an arbitration agreement covering "`all disputes, claims, or controversies.'" That agreement provided that the FAA "`shall apply to [its] construction, interpretation, and enforcement.'" Id., at 799. Alafabco defaulted on its obligations under the renewal notes and sought bankruptcy protection in federal court in September 1999.

In return for the dismissal of Alafabco's bankruptcy petition, the bank agreed to renegotiate the outstanding loans in a second debt-restructuring agreement. On December 10, 1999, the parties executed new loan documents encompassing Alafabco's entire outstanding debt, approximately $430,000, which was secured by a mortgage on commercial real estate owned by the individual respondents, by Alafabco's accounts receivable, inventory, supplies, fixtures, machinery, and equipment, and by a mortgage on the house of one of...

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  • Chambers v. Groome Transp. of Ala., Case No. 3:14–CV–237–WKW.
    • United States
    • United States District Courts. 11th Circuit. Middle District of Alabama
    • August 26, 2014
    ...in question would represent a general practice subject to federal control.428 F.3d at 1370 (quoting Citizens Bank v. Alafabco, Inc., 539 U.S. 52, 56–57, 123 S.Ct. 2037, 156 L.Ed.2d 46 (2003)). In Caley, the Eleventh Circuit rejected the plaintiffs' argument that the requisite commerce nexus......
  • Gravillis v. Coldwell Banker Residential, No. B182588.
    • United States
    • California Court of Appeals
    • September 29, 2006
    ...(See 9 U.S.C. § 2; Hedges v. Carrigan, supra, 117 Cal.App.4th at pp. 585-587, 11 Cal. Rptr.3d 787; Citizens Bank v. Alafabco (2003) 539 U.S. 52, 56-58, 123 S.Ct. 2037, 156 L.Ed.2d 46; Groome Resources Ltd., LLC v. Parish of Jefferson (5th Cir.2000) 234 F.3d 192, 202-206 & fns. 18, 19.) Unde......
  • Carbajal v. CWPSC, Inc., G050438
    • United States
    • California Court of Appeals
    • February 26, 2016
    ...Mackay Enterprises, Inc. (2007) 148 Cal.App.4th 1092, 1097, 56 Cal.Rptr.3d 326 (Shepard ), citing Citizens Bank v. Alafabco, Inc. (2003) 539 U.S. 52, 55, 123 S.Ct. 2037, 156 L.Ed.2d 46.) Accordingly, "although Congress's power to regulate commerce is broad, it does have limits.... [A] relat......
  • Satomi Owners Ass'n v. Satomi, LLC, No. 80480-0.
    • United States
    • United States State Supreme Court of Washington
    • December 24, 2009
    ...of art that ordinarily signal the broadest permissible exercise of Congress' Commerce Clause power." Citizens Bank v. Alafabco, Inc., 539 U.S. 52, 56, 123 S.Ct. 2037, 156 L.Ed.2d 46 (2003) (citing Allied-Bruce Terminix Cos. v. Dobson, 513 U.S. 265, 273-74, 115 S.Ct. 834, 130 L.Ed.2d 753 (19......
  • Request a trial to view additional results
428 cases
  • Chambers v. Groome Transp. of Ala., Case No. 3:14–CV–237–WKW.
    • United States
    • United States District Courts. 11th Circuit. Middle District of Alabama
    • August 26, 2014
    ...in question would represent a general practice subject to federal control.428 F.3d at 1370 (quoting Citizens Bank v. Alafabco, Inc., 539 U.S. 52, 56–57, 123 S.Ct. 2037, 156 L.Ed.2d 46 (2003)). In Caley, the Eleventh Circuit rejected the plaintiffs' argument that the requisite commerce nexus......
  • Gravillis v. Coldwell Banker Residential, No. B182588.
    • United States
    • California Court of Appeals
    • September 29, 2006
    ...(See 9 U.S.C. § 2; Hedges v. Carrigan, supra, 117 Cal.App.4th at pp. 585-587, 11 Cal. Rptr.3d 787; Citizens Bank v. Alafabco (2003) 539 U.S. 52, 56-58, 123 S.Ct. 2037, 156 L.Ed.2d 46; Groome Resources Ltd., LLC v. Parish of Jefferson (5th Cir.2000) 234 F.3d 192, 202-206 & fns. 18, 19.) Unde......
  • Carbajal v. CWPSC, Inc., G050438
    • United States
    • California Court of Appeals
    • February 26, 2016
    ...Mackay Enterprises, Inc. (2007) 148 Cal.App.4th 1092, 1097, 56 Cal.Rptr.3d 326 (Shepard ), citing Citizens Bank v. Alafabco, Inc. (2003) 539 U.S. 52, 55, 123 S.Ct. 2037, 156 L.Ed.2d 46.) Accordingly, "although Congress's power to regulate commerce is broad, it does have limits.... [A] relat......
  • Satomi Owners Ass'n v. Satomi, LLC, No. 80480-0.
    • United States
    • United States State Supreme Court of Washington
    • December 24, 2009
    ...of art that ordinarily signal the broadest permissible exercise of Congress' Commerce Clause power." Citizens Bank v. Alafabco, Inc., 539 U.S. 52, 56, 123 S.Ct. 2037, 156 L.Ed.2d 46 (2003) (citing Allied-Bruce Terminix Cos. v. Dobson, 513 U.S. 265, 273-74, 115 S.Ct. 834, 130 L.Ed.2d 753 (19......
  • Request a trial to view additional results

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