In a suit under § 301 (a) of the Labor Management Relations Act,
1947, to compel arbitration of a dispute pursuant to a collective
bargaining agreement providing for arbitration of all disputes
between the parties "as to the meaning, interpretation and
application of the provisions of this agreement," the function of
the court is confined to ascertaining whether the party seeking
arbitration is making a claim which on its face is governed by the
contract, and the court has no business weighing the merits of the
grievance, considering whether there is equity in a particular
claim or determining whether there is particular language in the
written instrument which will support the claim. Pp. 363 U. S.
264 F.2d 624, reversed.
Opinion of the Court by MR. JUSTICE DOUGLAS, announced by MR.
This suit was brought by petitioner union in the District Court
to compel arbitration of a "grievance" that petitioner, acting for
one Sparks, a union member, had filed with the respondent, Sparks'
employer. The employer defended on the ground (1) that Sparks is
estopped from making his claim because he had a few days previously
settled a workmen's compensation claim against the company on the
basis that he was permanently partially disabled, (2) that Sparks
is not physically able to
Page 363 U. S. 565
do the work, and (3) that this type of dispute is not arbitrable
under the collective bargaining agreement in question.
The agreement provided that, during its term, there would be "no
strike" unless the employer refused to abide by a decision of the
arbitrator. The agreement sets out a detailed grievance procedure
with a provision for arbitration (regarded as the standard form) of
all disputes between the parties "as to the meaning, interpretation
and application of the provisions of this agreement." [Footnote 1
The agreement reserves to the management power to suspend or
discharge any employee "for cause." [Footnote 2
] It also contains a provision that the employer
will employ and promote employees on the principle of seniority
Page 363 U. S. 566
"where ability and efficiency are equal." [Footnote 3
] Sparks left his work due to an injury,
and, while off work, brought an action for compensation benefits.
The case was settled, Sparks' physician expressing the opinion that
the injury had made him 25% "permanently partially disabled." That
was on September 9. Two weeks later, the union filed a grievance
which charged that Sparks was entitled to return to his job by
virtue of the seniority provision of the collective bargaining
agreement. Respondent refused to arbitrate, and this action was
brought. The District Court held that Sparks, having accepted the
settlement on the basis of permanent partial disability, was
estopped to claim any seniority or employment rights and granted
the motion for summary judgment. The Court of Appeals affirmed, 264
F.2d 624, for different reasons. After reviewing the evidence, it
held that the grievance is "a frivolous, patently baseless one, not
subject to arbitration under the collective bargaining agreement."
at 628. The case is here on a writ of certiorari, 361
Section 203(d) of the Labor Management Relations Act, 1947, 61
Stat. 154, 29 U.S.C. § 173(d), states,
"Final adjustment by a method agreed upon by the parties is
hereby declared to be the desirable method for settlement of
grievance disputes arising over the application or interpretation
of an existing collective bargaining agreement. . . ."
That policy can be effectuated only if the means chosen by the
parties for settlement of their differences under a collective
bargaining agreement is given full play.
A state decision that held to the contrary announced a principle
that could only have a crippling effect on grievance
Page 363 U. S. 567
arbitration. The case was International Ass'n of Machinists
v. Cutler- Hammer, Inc.,
271 App.Div. 917, 67 N.Y.S.2d 317,
297 N.Y. 519, 74 N.E.2d 464. It held that,
"If the meaning of the provision of the contract sought to be
arbitrated is beyond dispute, there cannot be anything to
arbitrate, and the contract cannot be said to provide for
271 App.Div. at 918, 67 N.Y.S.2d at 318. The lower courts in the
instant case had a like preoccupation with ordinary contract law.
The collective agreement requires arbitration of claims that courts
might be unwilling to entertain. In the context of the plant or
industry the grievance may assume proportions of which judges are
ignorant. Yet the agreement is to submit all grievances to
arbitration, not merely those that a court may deem to be
meritorious. There is no exception in the "no strike" clause, and
none therefore should be read into the grievance clause, since one
is the quid pro quo
for the other. [Footnote 4
] The question is not whether, in the
mind of the court, there is equity in the claim. Arbitration is a
stabilizing influence only as it serves as a vehicle for handling
any and all disputes that arise under the agreement.
The collective agreement calls for the submission of grievances
in the categories which it describes, irrespective of whether a
court may deem them to be meritorious. In our role of developing a
meaningful body of law to govern the interpretation and enforcement
of collective bargaining agreements, we think special heed should
be given to the context in which collective bargaining agreements
are negotiated and the purpose which they are intended to serve.
See Lewis v. Benedict Coal Corp., 361 U.
, 361 U. S. 468
The function of the court is very limited when the parties have
agreed to submit all
Page 363 U. S. 568
questions of contract interpretation to the arbitrator. It is
confined to ascertaining whether the party seeking arbitration is
making a claim which on its face is governed by the contract.
Whether the moving party is right or wrong is a question of
contract interpretation for the arbitrator. In these circumstances,
the moving party should not be deprived of the arbitrator's
judgment, when it was his judgment and all that it connotes that
was bargained for.
The courts, therefore, have no business weighing the merits of
the grievance, [Footnote 5
considering whether there is equity in a particular claim, or
determining whether there is particular language in the written
instrument which will support the claim. The agreement is to submit
all grievances to arbitration, not merely those which the court
will deem meritorious. The processing of even frivolous claims may
have therapeutic values of which those who are not a part of the
plant environment may be quite unaware. [Footnote 6
Page 363 U. S. 569
The union claimed in this case that the company had violated a
specific provision of the contract. The company took the position
that it had not violated that clause. There was, therefore, a
dispute between the parties as to "the meaning, interpretation and
application" of the collective bargaining agreement. Arbitration
should have been ordered. When the judiciary undertakes to
determine the merits of a grievance under the guise of interpreting
the grievance procedure of collective bargaining agreements, it
usurps a function which under that regime is entrusted to the
MR. JUSTICE FRANKFURTER concurs in the result
MR. JUSTICE WHITTAKER, believing that the District Court lacked
jurisdiction to determine the merits of the claim which the parties
had validly agreed to submit to the exclusive jurisdiction of a
Board of Arbitrators (Textile Workers v. Lincoln Mills,
353 U. S. 448
concurs in the result of this opinion.
MR. JUSTICE BLACK took no part in the consideration or decision
of this case.
The relevant arbitration provisions read as follows:
"Any disputes, misunderstandings, differences or grievances
arising between the parties as to the meaning, interpretation and
application of the provisions of this agreement, which are not
adjusted as herein provided, may be submitted to the Board of
Arbitration for decision. . . . "
"The arbitrator may interpret this agreement and apply it to the
particular case under consideration but shall, however, have no
authority to add to, subtract from, or modify the terms of the
agreement. Disputes relating to discharges or such matters as might
involve a loss of pay for employees may carry an award of back pay
in whole or in part as may be determined by the Board of
"The decision of the Board of Arbitration shall be final and
conclusively binding upon both parties, and the parties agree to
observe and abide by same. . . ."
"The Management of the works, the direction of the working
force, plant layout and routine of work, including the right to
hire, suspend, transfer, discharge or otherwise discipline any
employee for cause, such cause being: infraction of company rules,
inefficiency, insubordination, contagious disease harmful to
others, and any other ground or reason that would tend to reduce or
impair the efficiency of plant operation; and to lay off employees
because of lack of work, is reserved to the Company, provided it
does not conflict with this agreement. . . ."
This provision provides in relevant part:
"The Company and the Union fully recognize the principle of
seniority as a factor in the selection of employees for promotion,
transfer, lay-off, reemployment, and filling of vacancies, where
ability and efficiency are equal. It is the policy of the Company
to promote employees on that basis."
Cf. Structural Steel & Ornamental Iron Ass'n. v.
Shopmens Local Union, 172 F.
, where the employer sued for breach of the "no
See New Bedford Defense Products Division v. Local No.
258 F.2d 522, 526.
Cox, Current Problems in the Law of Grievance Arbitration, 30
Rocky Mt.L.Rev. 247, 261 (1958) writes:
"The typical arbitration clause is written in words which cover,
without limitation, all disputes concerning the interpretation or
application of a collective bargaining agreement. Its words do not
restrict its scope to meritorious disputes or two-sided disputes,
still less are they limited to disputes which a judge will consider
two-sided. Frivolous cases are often taken, and are expected to be
taken, to arbitration. What one man considers frivolous, another
may find meritorious, and it is common knowledge in industrial
relations circles that grievance arbitration often serves as a
safety valve for troublesome complaints. Under these circumstances,
it seems proper to read the typical arbitration clause as a promise
to arbitrate every claim, meritorious or frivolous, which the
complainant bases upon the contract. The objection that equity will
not order a party to do a useless act is outweighed by the
cathartic value of arbitrating even a frivolous grievance, and by
the dangers of excessive judicial intervention."
MR. JUSTICE BRENNAN, with whom MR. JUSTICE HARLAN joins,
While I join the Court's opinions in Nos. 443, 360 and 538, I
add a word in Nos. 443 and 360.
In each of these two cases, the issue concerns the enforcement
of but one promise -- the promise to arbitrate in the context of an
agreement dealing with a particular subject
Page 363 U. S. 570
matter, the industrial relations between employers and
employees. Other promises contained in the collective bargaining
agreements are beside the point unless, by the very terms of the
arbitration promise, they are made relevant to its interpretation.
And I emphasize this, for the arbitration promise is itself a
contract. The parties are free to make that promise as broad or as
narrow as they wish, for there is no compulsion in law requiring
them to include any such promises in their agreement. The meaning
of the arbitration promise is not to be found simply by reference
to the dictionary definitions of the words the parties use, or by
reference to the interpretation of commercial arbitration clauses.
Words in a collective bargaining agreement, rightly viewed by the
Court to be the charter instrument of a system of industrial
self-government, like words in a statute, are to be understood only
by reference to the background which gave rise to their inclusion.
The Court therefore avoids the prescription of inflexible rules for
the enforcement of arbitration promises. Guidance is given by
identifying the various considerations which a court should take
into account when construing a particular clause -- considerations
of the milieu in which the clause is negotiated and of the national
labor policy. It is particularly underscored that the arbitral
process in collective bargaining presupposes that the parties
wanted the informed judgment of an arbitrator, precisely for the
reason that judges cannot provide it. Therefore, a court asked to
enforce a promise to arbitrate should ordinarily refrain from
involving itself in the interpretation of the substantive
provisions of the contract.
To be sure, since arbitration is a creature of contract, a court
must always inquire, when a party seeks to invoke its aid to force
a reluctant party to the arbitration table, whether the parties
have agreed to arbitrate the particular
Page 363 U. S. 571
dispute. In this sense, the question of whether a dispute is
"arbitrable" is inescapably for the court.
On examining the arbitration clause, the court may conclude that
it commits to arbitration any "dispute, difference, disagreement,
or controversy of any nature or character." With that finding, the
court will have exhausted its function, except to order the
reluctant party to arbitration. Similarly, although the arbitrator
may be empowered only to interpret and apply the contract, the
parties may have provided that any dispute as to whether a
particular claim is within the arbitration clause is itself for the
arbitrator. Again the court, without more, must send any dispute to
the arbitrator, for the parties have agreed that the construction
of the arbitration promise itself is for the arbitrator, and the
reluctant party has breached his promise by refusing to submit the
dispute to arbitration.
the Court deals with a request to enforce
the "standard" form of arbitration clause, one that provides for
the arbitration of
"[a]ny disputes, misunderstandings, differences or grievances
arising between the parties as to the meaning, interpretation and
application of . . . this agreement. . . ."
Since the arbitration clause itself is part of the agreement, it
might be argued that a dispute as to the meaning of that clause is
for the arbitrator. But the Court rejects this position, saying
that the threshold question, the meaning of the arbitration clause
itself, is for the judge unless the parties clearly state to the
contrary. However, the Court finds that the meaning of that
"standard" clause is simply that the parties have agreed to
arbitrate any dispute which the moving party asserts to involve
construction of the substantive provisions of the contract, because
such a dispute necessarily does involve such a construction.
The issue in the Warrior
case is essentially no
different from that in American,
that is, it is whether
Page 363 U. S. 572
agreed to arbitrate a particular grievance. In contrast to
however, the arbitration promise here excludes a
particular area from arbitration -- "matters which are strictly a
function of management." Because the arbitration promise is
different, the scope of the court's inquiry may be broader. Here, a
court may be required to examine the substantive provisions of the
contract to ascertain whether the parties have provided that
contracting out shall be a "function of management." If a court may
delve into the merits to the extent of inquiring whether the
parties have expressly agreed whether or not contracting out was a
"function of management," why was it error for the lower court here
to evaluate the evidence of bargaining history for the same
purpose? Neat logical distinctions do not provide the answer. The
Court rightly concludes that appropriate regard for the national
labor policy and the special factors relevant to the labor arbitral
process admonish that judicial inquiry into the merits of this
grievance should be limited to the search for an explicit provision
which brings the grievance under the cover of the exclusion clause,
since "the exclusion clause is vague, and arbitration clause quite
broad." The hazard of going further into the merits is amply
demonstrated by what the courts below did. On the basis of
inconclusive evidence, those courts found that Warrior was in no
way limited by any implied covenants of good faith and fair dealing
from contracting out as it pleased -- which would necessarily mean
that Warrior was free completely to destroy the collective
bargaining agreement by contracting out all the work.
The very ambiguity of the Warrior exclusion clause suggests that
the parties were generally more concerned with having an arbitrator
render decisions as to the meaning of the contract than they were
in restricting the arbitrator's jurisdiction. The case might of
course be otherwise were the arbitration clause very narrow, or
Page 363 U. S. 573
exclusion clause quite specific, for the inference might then be
permissible that the parties had manifested a greater interest in
confining the arbitrator; the presumption of arbitrability would
then not have the same force, and the Court would be somewhat freer
to examine into the merits.
The Court makes reference to an arbitration clause being the
quid pro quo
for a no-strike clause. I do not understand
the Court to mean that the application of the principles announced
today depends upon the presence of a no-strike clause in the
MR. JUSTICE FRANKFURTER joins these observations.
* [This opinion applies also to No. 443, United Steelworkers
of America v. Warrior & Gulf Navigation Co., post,
363 U. S. 574
No. 538, United Steelworkers of America v. Enterprise Wheel
& Car Corp., post,
p. 363 U. S.