Two agreements
Coinbase’s user agreement contained an arbitration clause delegating questions about the clause’s scope to an arbitrator. Later sweepstakes rules provided for related disputes to be heard in California courts. Participants sued over the promotion, and Coinbase sought arbitration. The issue concerned not merely interpretation of one clause, but which of two agreements governed.
The limit of delegation
Delegation of jurisdictional questions itself rests on agreement. Where a second contract selects courts and allegedly supersedes the earlier arrangement, the first contract’s delegation cannot simply be applied before deciding whether it still governs this dispute. In parts II–III of its opinion, the Court treated that antecedent inquiry as a question of consent to the relevant decision-making process.
The Supreme Court’s disposition
The Supreme Court affirmed the Ninth Circuit: a court must decide which agreement governs the conflict. It did not invalidate delegation clauses generally. Whether the sweepstakes rules actually superseded the user agreement under applicable law was outside the question presented and was not finally determined by the Supreme Court.
Relevance to drafting and document management
The decision helps analyse successive offers, user terms, special rules and amendments. Establish acceptance of each document, the clauses’ scope and their relationship. See the arbitration-agreement guide and jurisdiction objections. This is a US-law decision, not a universal rule giving every later document priority.
General information. The applicable legal framework depends on the particular dispute, seat and enforcement country.