Mitsubishi Motors Corporation v. Solersoler v. Mitsubishi Motors Corporation

Decision Date02 July 1985
Docket NumberCHRYSLER-PLYMOUT,83-1733,Nos. 83-1569,INC,s. 83-1569
Citation105 S.Ct. 3346,87 L.Ed.2d 444,473 U.S. 614
CourtU.S. Supreme Court

Petitioner-cross-respondent (hereafter petitioner), a Japanese corporation that manufactures automobiles, is the product of a joint venture between Chrysler International, S.A. (CISA), a Swiss corporation, and another Japanese corporation, aimed at distributing through Chrysler dealers outside the continental United States automobiles manufactured by petitioner. Respondent-cross-petitioner (hereafter respondent), a Puerto Rico corporation, entered into distribution and sales agreements with CISA. The sales agreement (to which petitioner was also a party) contained a clause providing for arbitration by the Japan Commercial Arbitration Association of all disputes arising out of certain articles of the agreement or for the breach thereof. Thereafter, when attempts to work out disputes arising from a slackening of the sale of new automobiles failed, petitioner withheld shipment of automobiles to respondent, which disclaimed responsibility for them. Petitioner then brought an action in Federal District Court under the Federal Arbitration Act and the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, seeking an order to compel arbitration of the disputes in accordance with the arbitration clause. Respondent filed an answer and counterclaims, asserting, inter alia, causes of action under the Sherman Act and other statutes. The District Court ordered arbitration of most of the issues raised in the complaint and counterclaims, including the federal antitrust issues. Despite the doctrine of American Safety Equipment Corp. v. J.P. Maguire & Co., 391 F.2d 821 (CA2), uniformly followed by the Courts of Appeals, that rights conferred by the antitrust laws are inappropriate for enforcement by arbitration, the District Court, relying on Scherk v. Alberto-Culver Co., 417 U.S. 506, 94 S.Ct. 2449, 41 L.Ed.2d 270, held that the international character of the undertaking in question required enforcement of the arbitration clause even as to the antitrust claims. The Court of Appeals reversed insofar as the District Court ordered submission of the antitrust claims to arbitration.


1. There is no merit to respondent's contention that because it falls within the class for whose benefit the statutes specified in the counter- claims were passed, but the arbitration clause at issue does not mention these statutes or statutes in general, the clause cannot be properly read to contemplate arbitration of these statutory claims. There is no warrant in the Arbitration Act for implying in every contract within its ken a presumption against arbitration of statutory claims. Nor is there any reason to depart from the federal policy favoring arbitration where a party bound by an arbitration agreement raises claims founded on statutory rights. Pp. 624-628.

2. Respondent's antitrust claims are arbitrable pursuant to the Arbitration Act. Concerns of international comity, respect for the capacities of foreign and transnational tribunals, and sensitivity to the need of the international commercial system for predictability in the resolution of disputes, all require enforcement of the arbitration clause in question, even assuming that a contrary result would be forthcoming in a domestic context. See Scherk v. Alberto-Culver Co., supra. The strong presumption in favor of freely negotiated contractual choice-of-forum provisions is reinforced here by the federal policy in favor of arbitral dispute resolution, a policy that applies with special force in the field of international commerce. The mere appearance of an antitrust dispute does not alone warrant invalidation of the selected forum on the undemonstrated assumption that the arbitration clause is tainted. So too, the potential complexity of antitrust matters does not suffice to ward off arbitration; nor does an arbitration panel pose too great a danger of innate hostility to the constraints on business conduct that antitrust law imposes. And the importance of the private damages remedy in enforcing the regime of antitrust laws does not compel the conclusion that such remedy may not be sought outside an American court. Pp. 628-640.

723 F.2d 155 (CA1 1983), affirmed in part, reversed in part, and remanded.

Wayne Alan Cross, New York City, for Mitsubishi Motors Corp.

Benjamin Rodriguez-Ramon, Hato Rey, P.R., for Soler Chrysler-Plymouth, Inc. Jerrold Joseph Ganzfried, Washington, D.C., for the United States as amicus curiae supporting Soler Chrysler, by special leave of Court.

Justice BLACKMUN delivered the opinion of the Court.

The principal question presented by these cases is the arbitrability, pursuant to the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (Convention), [1970] 21 U.S.T. 2517, T.I.A.S. No. 6997, of claims arising under the Sherman Act, 15 U.S.C. § 1 et seq., and encompassed within a valid arbitration clause in an agreement embodying an international commercial transaction.


Petitioner-cross-respondent Mitsubishi Motors Corporation (Mitsubishi) is a Japanese corporation which manufactures automobiles and has its principal place of business in Tokyo, Japan. Mitsubishi is the product of a joint venture between, on the one hand, Chrysler International, S.A. (CISA), a Swiss corporation registered in Geneva and wholly owned by Chrysler Corporation, and, on the other, Mitsubishi Heavy Industries, Inc., a Japanese corporation. The aim of the joint venture was the distribution through Chrysler dealers outside the continental United States of vehicles manufactured by Mitsubishi and bearing Chrysler and Mitsubishi trademarks. Respondent-cross-petitioner Soler Chrysler-Plymouth, Inc. (Soler), is a Puerto Rico corporation with its principal place of business in Pueblo Viejo, Guaynabo, Puerto Rico.

On October 31, 1979, Soler entered into a Distributor Agreement with CISA which provided for the sale by Soler of Mitsubishi-manufactured vehicles within a designated area, including metropolitan San Juan. App. 18. On the same date, CISA, Soler, and Mitsubishi entered into a Sales Procedure Agreement (Sales Agreement) which, referring to the Distributor Agreement, provided for the direct sale of Mitsubishi products to Soler and governed the terms and conditions of such sales. Id., at 42. Paragraph VI of the Sales Agreement, labeled "Arbitration of Certain Matters," provides:

"All disputes, controversies or differences which may arise between [Mitsubishi] and [Soler] out of or in relation to Articles I-B through V of this Agreement or for the breach thereof, shall be finally settled by arbitration in Japan in accordance with the rules and regulations of the Japan Commercial Arbitration Association." Id., at 52-53.

Initially, Soler did a brisk business in Mitsubishi-manufactured vehicles. As a result of its strong performance, its minimum sales volume, specified by Mitsubishi and CISA, and agreed to by Soler, for the 1981 model year was substantially increased. Id., at 179. In early 1981, however, the new-car market slackened. Soler ran into serious difficulties in meeting the expected sales volume, and by the spring of 1981 it felt itself compelled to request that Mitsubishi delay or cancel shipment of several orders. 1 Record 181, 183. About the same time, Soler attempted to arrange for the transshipment of a quantity of its vehicles for sale in the continental United States and Latin America. Mitsubishi and CISA, however, refused permission for any such diversion, citing a variety of reasons,1 and no vehicles were transshipped. Attempts to work out these difficulties failed. Mitsubishi eventually withheld shipment of 966 vehicles, apparently representing orders placed for May, June, and July 1981 production, responsibility for which Soler disclaimed in February 1982. App. 131.

The following month, Mitsubishi brought an action against Soler in the United States District Court for the District of Puerto Rico under the Federal Arbitration Act and the Convention.2 Mitsubishi sought an order, pursuant to 9 U.S.C. §§ 4 and 201,3 to compel arbitration in accord with 57 VI of the Sales Agreement. App. 15.4 Shortly after filing the complaint, Mitsubishi filed a request for arbitration before the Japan Commercial Arbitration Association. Id., at 70.

Soler denied the allegations and counterclaimed against both Mitsubishi and CISA. It alleged numerous breaches by Mitsubishi of the Sales Agreement,5 raised a pair of defamation claims,6 and asserted causes of action under the Sher- man Act, 15 U.S.C. § 1 et seq.; the federal Automobile Dealers' Day in Court Act, 70 Stat. 1125, 15 U.S.C. § 1221 et seq.; the Puerto Rico competition statute, P.R.Laws Ann., Tit. 10, § 257 et seq. (1976); and the Puerto Rico Dealers' Contracts Act, P.R.Laws Ann., Tit. 10, § 278 et seq. (1978 and Supp.1983). In the counterclaim premised on the Sherman Act, Soler alleged that Mitsubishi and CISA had conspired to divide markets in restraint of trade. To effectuate the plan, according to Soler, Mitsubishi had refused to permit Soler to resell to buyers in North, Central, or South America vehicles it had obligated itself to purchase from Mitsubishi; had refused to ship ordered vehicles or the parts, such as heaters and defoggers, that would be necessary to permit Soler to make its vehicles suitable for resale outside Puerto Rico; and had coercively attempted to replace Soler and its other Puerto Rico distributors with a wholly owned subsidiary which would serve as the exclusive Mitsubishi distributor in Puerto Rico. App. 91-96.

After a hearing, the District Court ordered Mitsubishi and Soler to arbitrate each of the issues raised in the complaint and...

To continue reading

Request your trial
3947 cases
  • Bacon v. Avis Budget Grp., Inc.
    • United States
    • U.S. District Court — District of New Jersey
    • December 7, 2018 resolved in favor of arbitration.’ " Guerriero , 738 F. App'x at 77-78 (quoting Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc. , 473 U.S. 614, 626, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985) ). Accord Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp. , 460 U.S. 1, 24-25, 103 S.Ct. ......
  • Hebei Hengbo New Materials Tech. Co. v. Apple, Inc.
    • United States
    • U.S. District Court — Northern District of California
    • September 26, 2018
    ...control, but those intentions are generously construed as to issues of arbitrability." Mitsubishi Motors Corp. v. Soler Chrysler–Plymouth, Inc. , 473 U.S. 614, 626, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985). If a contract contains an arbitration agreement, there is a "presumption of arbitrabili......
  • Sanchez v. Western Pizza Enterprises, Inc.
    • United States
    • California Court of Appeals Court of Appeals
    • March 17, 2009
    ...FAA was intended to overcome a historical judicial hostility to arbitration agreements. (Mitsubishi Motors v. Soler Chrysler-Plymouth (1985) 473 U.S. 614, 626, fn. 14 [87 L.Ed.2d 444, 105 S.Ct. 3346].) The FAA preempts state laws, whether legislative or judicial, that are directed at and di......
  • Luchini v. Carmax, Inc.
    • United States
    • U.S. District Court — Eastern District of California
    • July 23, 2012
    ...Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 26, 111 S.Ct. 1647 (1991) (quoting Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 628, 105 S.Ct. 1647 (1985)). "[U]nder the FAA the employee's individual agreement to arbitrate all disputes was enforceable with r......
  • Request a trial to view additional results
23 firm's commentaries
  • GLI International Arbitration First Edition - April 2015
    • United States
    • Mondaq United States
    • May 5, 2015
    ...v. Deloitte Haskins & Sells, U.S., 9 F.3d 1060, 1063 (2d Cir. 1993) (citing Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 629-631 Hall Street Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 577 (2008) (internal citations and quotations omitted). See ICSID, Datab......
  • Promotion Of Arbitration In The 21st Century
    • United States
    • Mondaq United States
    • May 28, 2013
    ...Court opinions, Green Tree Fin. Corp.-Ala. v. Randolph, 531 U.S. 79 (2000), and Mitsubishi Motors Corp. v. Soler Chrylser-Plymouth, Inc., 473 U.S. 614 (1985), to conclude instead that a party can seek to invalidate an arbitration clause by showing arbitration "would be prohibitively expensi......
  • Supreme Court Decision Alert - January 10, 2012
    • United States
    • Mondaq United States
    • January 12, 2012
    ...Exchange Act of 1934 and Racketeer Influenced and Corrupt Organizations Act); Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614 (1985) (Sherman Act). CompuCredit confirms—again—that congressional intent to preclude the arbitration of federal statutory disputes will not ......
  • Divestiture Of Jurisdiction Of District Court Pending Appeal
    • United States
    • Mondaq United States
    • January 22, 2013
    ...§2 (2012). 4 Buckeye Check Cashing v. Cardegna, 546 U.S. 440, 443 (2006); see also, e.g., Mitsubishi Motors v. Soler Chrysler-Plymouth, 473 U.S. 614, 625-626 (1985) (recognizing that "the preeminent concern of Congress in passing the Act [the FAA] was to enforce private agreements into whic......
  • Request a trial to view additional results
170 books & journal articles
  • Should Courts Apply Dodd-Frank's Prohibition on the Enforcement of Pre-Dispute Arbitration Agreements Retroactively?
    • United States
    • Iowa Law Review No. 98-5, July 2013
    • July 1, 2013 retain competent, conscientious and impartial arbitrators.” (quoting Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 634 (1985)) (internal quotation marks omitted)). 44. See ARTHUR MAZIROW, THE ADVANTAGES AND DISADVANTAGES OF ARBITRATION AS COMPARED TO LITIGATION ......
  • Lost in Dicta: The Curious Case of Nonstatutory Grounds of Vacatur in an Era of Ubiquitous Consumer Arbitration.
    • United States
    • Suffolk University Law Review Vol. 52 No. 2, March 2019
    • March 22, 2019
    ...[] (defining class action waiver). (134.) See Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 633 (1985) (acknowledging several advantages to arbitration regardless of complexity of underlying legal issue); Moses H. Cone Mem'l Hosp. v. Mercu......
  • Defendant's Standard Brief in Support of Motion to Stay Pending Arbitration (Federal Court)
    • United States
    • James Publishing Practical Law Books Archive Texas Employment Law. Volume 2 - 2017 Appendices Substantive
    • August 19, 2023
    ...F.2d 1159 (7th Cir. 1984), cert. denied, 469 U.S. 1160 (1985)...................... Mitsubishi Motors Corp. v. Solar Chrysler Plymouth, 473 U.S. 614 Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U.S. 1 (1983)....................................... Neal v. Hardee's Food ......
  • Antitrust and International Commerce
    • United States
    • ABA Antitrust Library Antitrust Law Developments (Ninth Edition) - Volume II
    • February 2, 2022
    ...Court might reject arbitration clauses that effectively barred a party from pursuing statutory antitrust remedies. 504 The Ninth 498. 473 U.S. 614 (1985). 499. Extending the Supreme Court’s logic in Mitsubishi Motors Corp., the Tenth Circuit held in Yavuz v. 61MM, Ltd. that “when an interna......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT