U.S. Supreme Court Carnival Cruise Lines, Inc. v. Shute, 499
U.S. 585 (1990) Carnival Cruise Lines, Inc. v.
Shute No. 89-1647 Argued Jan. 15, 1991 Decided April 17,
1991 499
U.S. 585 CERTIORARI TO THE UNITED STATES
COURT OF APPEALS FOR THE NINTH CIRCUIT Syllabus After the respondents Shute, a Washington State couple,
purchased passage on a ship owned by petitioner, a Florida-based
cruise line, petitioner sent them tickets containing a clause
designating courts in Florida as the agreed-upon fora for the
resolution of disputes. The Shutes boarded the ship in Los Angeles,
and, while in international waters off the Mexican coast, Mrs.
Shute suffered injuries when she slipped on a deck mat. The Shutes
filed suit in a Washington Federal District Court, which granted
summary judgment for petitioner. The Court of Appeals reversed,
holding, inter alia, that the forum-selection clause
should not be enforced under The Bremen v. Zapata Off-Shore
Co., 407 U. S. 1 , because
it was not "freely bargained for," and because its enforcement
would operate to deprive the Shutes of their day in court in light
of evidence indicating that they were physically and financially
incapable of pursuing the litigation in Florida. Held: The Court of Appeals erred in refusing to enforce
the forum-selection clause. Pp. 499 U. S.
590 -597.

															(a) The Bremen Court's statement that a freely
negotiated forum-selection clause, such as the one there at issue,
should be given full effect, 407 U.S. at 407 U. S. 12 -13,
does not support the Court of Appeals' determination that a
nonnegotiated forum clause in a passage contract is never
enforceable simply because it is not the subject of bargaining.
Whereas it was entirely reasonable for The Bremen Court to
have expected the parties to have negotiated with care in selecting
a forum for the resolution of disputes arising from their
complicated international agreement, it would be entirely
unreasonable to assume that a cruise passenger would or could
negotiate the terms of a forum clause in a routine commercial
cruise ticket form. Nevertheless, including a reasonable forum
clause in such a form contract well may be permissible for several
reasons. Because it is not unlikely that a mishap in a cruise could
subject a cruise line to litigation in several different fora, the
line has a special interest in limiting such fora. Moreover, a
clause establishing ex ante the dispute resolution forum
has the salutary effect of dispelling confusion as to where suits
may be brought and defended, thereby sparing litigants time and
expense and conserving judicial resources. Furthermore, it is
likely that passengers purchasing tickets Page 499 U. S. 586 containing a forum clause like the one here at issue benefit in
the form of reduced fares reflecting the savings that the cruise
line enjoys by limiting the fora in which it may be sued. Pp. 499 U. S.
590 -594.

															(b) The Court of Appeals' conclusion that the clause here at
issue should not be enforced because the Shutes are incapable of
pursuing this litigation in Florida is not justified by The
Bremen Court's statement that

															"the serious inconvenience of the contractual forum to one or
both of the parties might carry greater weight in determining the
reasonableness of the forum clause." Id. at 407 U. S. 17 .
That statement was made in the context of a hypothetical "agreement
between two Americans to resolve their essentially local disputes
in a remote alien forum." Ibid. Here, in contrast, Florida
is not such a forum, nor -- given the location of Mrs. Shute's
accident -- is this dispute an essentially local one inherently
more suited to resolution in Washington than in Florida. In light
of these distinctions, and because the Shutes do not claim lack of
notice of the forum clause, they have not satisfied the "heavy
burden of proof," ibid. required to set aside the clause
on grounds of inconvenience. Pp. 499 U. S.
594 -595.

															(c) Although forum selection clauses contained in form passage
contracts are subject to judicial scrutiny for fundamental
fairness, there is no indication that petitioner selected Florida
to discourage cruise passengers from pursuing legitimate claims or
obtained the Shutes' accession to the forum clause by fraud or
overreaching. P. 499 U. S.
595 .

															(d) By its plain language, the forum selection clause at issue
does not violate 46 U.S.C. App. § 183c, which, inter alia, prohibits a vessel owner from inserting in any contract a provision
depriving a claimant of a trial "by court of competent
jurisdiction" for loss of life or personal injury resulting from
negligence. Pp. 499 U. S.
595 -597.

															897 F.2d 377 (CA9 1990), reversed.

															BLACKMUN, J., delivered the opinion of the Court, in which
REHNQUIST, C.J., and WHITE, O'CONNOR, SCALIA, KENNEDY, and SOUTER,
JJ., joined. STEVENS, J., filed a dissenting opinion, in which
MARSHALL, J., joined, post, p. 499 U. S.
597 . Page 499 U. S. 587 JUSTICE BLACKMUN delivered the opinion of the Court.

															In this admiralty case we primarily consider whether the United
States Court of Appeals for the Ninth Circuit correctly refused to
enforce a forum selection clause contained in tickets issued by
petitioner Carnival Cruise Lines, Inc., to respondents Eulala and
Russel Shute. I The Shutes, through an Arlington, Wash., travel agent, purchased
passage for a 7-day cruise on petitioner's ship, the TROPICALE.
Respondents paid the fare to the agent, who forwarded the payment
to petitioner's headquarters in Miami, Fla. Petitioner then
prepared the tickets and sent them to respondents in the State of
Washington. The face of each ticket, at its left-hand lower corner,
contained this admonition:

															"SUBJECT TO CONDITIONS OF CONTRACT ON LAST PAGES
[bb]IMPORTANT![eb] PLEASE READ CONTRACT -- ON LAST PAGES 1, 2,
3"

															App. 15. The following appeared on "contract page 1" of each
ticket:

															" TERMS AND CONDITIONS OF PASSAGE CONTRACT TICKET" * * * * "3. (a) The acceptance of this ticket by the person or persons
named hereon as passengers shall be deemed to be an acceptance and
agreement by each of them of all of the terms and conditions of
this Passage Contract Ticket." * * * * "8. It is agreed by and between the passenger and the Carrier
that all disputes and matters whatsoever arising under, in
connection with or incident to this Contract Page 499 U. S. 588 shall be litigated, if at all, in and before a Court located in
the State of Florida, U.S.A. to the exclusion of the Courts of any
other state or country." Id. at 16.

															The last quoted paragraph is the forum selection clause at
issue. II Respondents boarded the TROPICALE in Los Angeles, Cal. The ship
sailed to Puerto Vallarta, Mexico, and then returned to Los
Angeles. While the ship was in international waters off the Mexican
coast, respondent Eulala Shute was injured when she slipped on a
deck mat during a guided tour of the ship's galley. Respondents
filed suit against petitioner in the United States District Court
for the Western District of Washington, claiming that Mrs. Shute's
injuries had been caused by the negligence of Carnival Cruise Lines
and its employees. Id. at 4.

															Petitioner moved for summary judgment, contending that the forum
clause in respondents' tickets required the Shutes to bring their
suit against petitioner in a court in the State of Florida.
Petitioner contended, alternatively, that the District Court lacked
personal jurisdiction over petitioner because petitioner's contacts
with the State of Washington were insubstantial. The District Court
granted the motion, holding that petitioner's contacts with
Washington were constitutionally insufficient to support the
exercise of personal jurisdiction. See App. to Pet. for
Cert. 60a.

															The Court of Appeals reversed. Reasoning that, "but for"
petitioner's solicitation of business in Washington, respondents
would not have taken the cruise and Mrs. Shute would not have been
injured, the court concluded that petitioner had sufficient
contacts with Washington to justify the District Court's exercise
of personal jurisdiction. 897 F.2d 377, 385-386 (CA9 1990). * Page 499 U. S. 589 Turning to the forum selection clause, the Court of Appeals
acknowledged that a court concerned with the enforceability of such
a clause must begin its analysis with The Bremen v. Zapata
Off-Shore Co., 407 U. S. 1 (1972),
where this Court held that forum selection clauses, although not
"historically . . . favored," are " prima facie valid." Id. at 407 U. S. 9 -10. See 897 F.2d at 388. The appellate court concluded that
the forum clause should not be enforced because it "was not freely
bargained for." Id. at 389. As an "independent
justification" for refusing to enforce the clause, the Court of
Appeals noted that there was evidence in the record to indicate
that "the Shutes are physically and financially incapable of
pursuing this litigation in Florida," and that the enforcement of
the clause would operate to deprive them of their day in court, and
thereby contravene this Court's holding in The Bremen. 897
F.2d at 389.

															We granted certiorari to address the question whether the Court
of Appeals was correct in holding that the District Court should
hear respondents' tort claim against petitioner. 498 U.S. 807-808
(1990). Because we find the forum selection clause to be
dispositive of this question, we need not consider petitioner's
constitutional argument as to personal jurisdiction. See
Ashwander v. TVA, 297 U. S. 288 , 297 U. S. 347 (1936) (Brandeis, J., concurring) (" I t is not the habit of the Court to decide questions of a
constitutional nature unless Page 499 U. S. 590 absolutely necessary to a decision of the case,'" quoting Burton v. United States, 196 U. S. 283 , 196 U. S. 295 (1905)). III We begin by noting the boundaries of our inquiry. First, this is
a case in admiralty, and federal law governs the enforceability of
the forum selection clause we scrutinize. See Archawski v.
Nanioti, 350 U. S. 532 , 350 U. S. 533 (1956); The Moses
Taylor , 4 Wall. 411, 71 U. S. 427 (1867); Tr. of Oral Arg. 36-37, 12, 47-48. Cf. Stewart
Organization, Inc. v. Ricoh Corp., 487 U. S.
22 , 487 U. S. 28 -29
(1988). Second, we do not address the question whether respondents
had sufficient notice of the forum clause before entering the
contract for passage. Respondents essentially have conceded that
they had notice of the forum selection provision. Brief for
Respondent 26 ("The respondents do not contest the incorporation of
the provisions nor [sic] that the forum selection clause was
reasonably communicated to the respondents, as much as three pages
of fine print can be communicated."). Additionally, the Court of
Appeals evaluated the enforceability of the forum clause under the
assumption, although "doubtful," that respondents could be deemed
to have had knowledge of the clause. See 897 F.2d at 389
and n. 11.

															Within this context, respondents urge that the forum clause
should not be enforced because, contrary to this Court's teachings
in The Bremen, the clause was not the product of
negotiation, and enforcement effectively would deprive respondents
of their day in court. Additionally, respondents contend that the
clause violates the Limitation of Vessel Owner's Liability Act, 46
U.S.C. App. § 183c. We consider these arguments in turn. IV A Both petitioner and respondents argue vigorously that the
Court's opinion in The Bremen governs this case, and each
side purports to find ample support for its position in that Page 499 U. S. 591 opinion's broad-ranging language. This seeming paradox derives
in large part from key factual differences between this case and The Bremen, differences that preclude an automatic and
simple application of The Bremen's general principles to
the facts here.

															In The Bremen, this Court addressed the enforceability
of a forum selection clause in a contract between two business
corporations. An American corporation, Zapata, made a contract with
Unterweser, a German corporation, for the towage of Zapata's
ocean-going drilling rig from Louisiana to a point in the Adriatic
Sea off the coast of Italy. The agreement provided that any dispute
arising under the contract was to be resolved in the London Court
of Justice. After a storm in the Gulf of Mexico seriously damaged
the rig, Zapata ordered Unterweser's ship to tow the rig to Tampa,
Fla., the nearest point of refuge. Thereafter, Zapata sued
Unterweser in admiralty in federal court at Tampa. Citing the forum
clause, Unterweser moved to dismiss. The District Court denied
Unterweser's motion, and the Court of Appeals for the Fifth
Circuit, sitting en banc on rehearing, and by a sharply divided
vote, affirmed. 446 F.2d 907 (1971).

															This Court vacated and remanded, stating that, in general,

															"a freely negotiated private international agreement, unaffected
by fraud, undue influence, or overweening bargaining power, such as
that involved here, should be given full effect."

															407 U.S. at 407 U. S. 12 -13
(footnote omitted). The Court further generalized that,

															"in the light of present-day commercial realities and expanding
international trade, we conclude that the forum clause should
control absent a strong showing that it should be set aside." Id. at 407 U. S. 16 . The
Court did not define precisely the circumstances that would make it
unreasonable for a court to enforce a forum clause. Instead, the
Court discussed a number of factors that made it reasonable to
enforce the clause at issue in The Bremen and Page 499 U. S. 592 that, presumably, would be pertinent in any determination
whether to enforce a similar clause.

															In this respect, the Court noted that there was

															"strong evidence that the forum clause was a vital part of the
agreement, and [that] it would be unrealistic to think that the
parties did not conduct their negotiations, including fixing the
monetary terms, with the consequences of the forum clause figuring
prominently in their calculations." Id. at 407 U. S. 14 (footnote omitted). Further, the Court observed that it was not
"dealing with an agreement between two Americans to resolve their
essentially local disputes in a remote alien forum," and that, in
such a case,

															"the serious inconvenience of the contractual forum to one or
both of the parties might carry greater weight in determining the
reasonableness of the forum clause." Id. at 407 U. S. 17 . The
Court stated that, even where the forum clause establishes a remote
forum for resolution of conflicts, "the party claiming [unfairness]
should bear a heavy burden of proof." Ibid. In applying The Bremen, the Court of Appeals in the
present litigation took note of the foregoing "reasonableness"
factors and rather automatically decided that the forum selection
clause was unenforceable because, unlike the parties in The
Bremen, respondents are not business persons, and did not
negotiate the terms of the clause with petitioner. Alternatively,
the Court of Appeals ruled that the clause should not be enforced
because enforcement effectively would deprive respondents of an
opportunity to litigate their claim against petitioner. The Bremen concerned a

															"far from routine transaction between companies of two different
nations contemplating the tow of an extremely costly piece of
equipment from Louisiana across the Gulf of Mexico and the Atlantic
Ocean, through the Mediterranean Sea to its final destination in
the Adriatic Sea."

															407 U.S. at 407 U. S. 13 .
These facts suggest that, even apart from the evidence of
negotiation regarding the forum clause, it was entirely reasonable
for the Court in The Page 499 U. S. 593 Bremen to have expected Unterweser and Zapata to have
negotiated with care in selecting a forum for the resolution of
disputes arising from their special towing contract.

															In contrast, respondents' passage contract was purely routine,
and doubtless nearly identical to every commercial passage contract
issued by petitioner and most other cruise lines. See, e.g.,
Hodes v. S.N.C. Achille Lauro ed Altri-Gestione, 858 F.2d 905,
910 (CA3 1988), cert. dism'd, 490 U.S. 1001 (1989). In
this context, it would be entirely unreasonable for us to assume
that respondents -- or any other cruise passenger -- would
negotiate with petitioner the terms of a forum-selection clause in
an ordinary commercial cruise ticket. Common sense dictates that a
ticket of this kind will be a form contract the terms of which are
not subject to negotiation, and that an individual purchasing the
ticket will not have bargaining parity with the cruise line. But by
ignoring the crucial differences in the business contexts in which
the respective contracts were executed, the Court of Appeals'
analysis seems to us to have distorted somewhat this Court's
holding in The Bremen. In evaluating the reasonableness of the forum clause at issue in
this case, we must refine the analysis of The Bremen to
account for the realities of form passage contracts. As an initial
matter, we do not adopt the Court of Appeals' determination that a
nonnegotiated forum selection clause in a form ticket contract is
never enforceable simply because it is not the subject of
bargaining. Including a reasonable forum clause in a form contract
of this kind well may be permissible for several reasons: first, a
cruise line has a special interest in limiting the fora in which it
potentially could be subject to suit. Because a cruise ship
typically carries passengers from many locales, it is not unlikely
that a mishap on a cruise could subject the cruise line to
litigation in several different fora. See The Bremen, 407
U.S. at 407 U. S. 13 and
n. 15. Additionally, a clause establishing ex ante the
forum for dispute resolution has the salutary Page 499 U. S. 594 effect of dispelling any confusion about where suits arising
from the contract must be brought and defended, sparing litigants
the time and expense of pretrial motions to determine the correct
forum, and conserving judicial resources that otherwise would be
devoted to deciding those motions. See Stewart
Organization, 487 U.S. at 487 U. S. 33 (concurring opinion). Finally, it stands to reason that passengers
who purchase tickets containing a forum clause like that at issue
in this case benefit in the form of reduced fares reflecting the
savings that the cruise line enjoys by limiting the fora in which
it may be sued. Cf. Northwestern Nat. Ins. Co. v. Donovan, 916 F.2d 372, 378 (CA7 1990).

															We also do not accept the Court of Appeals' "independent
justification" for its conclusion that The Bremen dictates
that the clause should not be enforced because "[t]here is evidence
in the record to indicate that the Shutes are physically and
financially incapable of pursuing this litigation in Florida." 897
F.2d, at 389. We do not defer to the Court of Appeals' findings of
fact. In dismissing the case for lack of personal jurisdiction over
petitioner, the District Court made no finding regarding the
physical and financial impediments to the Shutes' pursuing their
case in Florida. The Court of Appeals' conclusory reference to the
record provides no basis for this Court to validate the finding of
inconvenience. Furthermore, the Court of Appeals did not place in
proper context this Court's statement in The Bremen that

															"the serious inconvenience of the contractual forum to one or
both of the parties might carry greater weight in determining the
reasonableness of the forum clause."

															407 U.S. at 407 U. S. 17 . The
Court made this statement in evaluating a hypothetical "agreement
between two Americans to resolve their essentially local disputes
in a remote alien forum." Ibid. In the present case,
Florida is not a "remote alien forum," nor -- given the fact that
Mrs. Shute's accident occurred off the coast of Mexico -- is this
dispute an essentially local one inherently more suited to
resolution in the State of Washington than in Florida. In Page 499 U. S. 595 light of these distinctions, and because respondents do not
claim lack of notice of the forum clause, we conclude that they
have not satisfied the "heavy burden of proof," ibid. required to set aside the clause on grounds of inconvenience.

															It bears emphasis that forum selection clauses contained in form
passage contracts are subject to judicial scrutiny for fundamental
fairness. In this case, there is no indication that petitioner set
Florida as the forum in which disputes were to be resolved as a
means of discouraging cruise passengers from pursuing legitimate
claims. Any suggestion of such a bad faith motive is belied by two
facts: petitioner has its principal place of business in Florida,
and many of its cruises depart from and return to Florida ports.
Similarly, there is no evidence that petitioner obtained
respondents' accession to the forum clause by fraud or
overreaching. Finally, respondents have conceded that they were
given notice of the forum provision and, therefore, presumably
retained the option of rejecting the contract with impunity. In the
case before us, therefore, we conclude that the Court of Appeals
erred in refusing to enforce the forum selection clause. B Respondents also contend that the forum selection clause at
issue violates 46 U.S.C. App. § 183c. That statute, enacted in
1936, see 49 Stat. 1480, provides:

															"It shall be unlawful for the . . . owner of any vessel
transporting passengers between ports of the United States or
between any such port and a foreign port to insert in any rule,
regulation, contract, or agreement any provision or limitation (1)
purporting, in the event of loss of life or bodily injury arising
from the negligence or fault of such owner or his servants, to
relieve such owner . . . from liability, or from liability beyond
any stipulated amount, for such loss or injury, or (2) purporting
in such event to lessen, weaken, or avoid the right of any claimant
to a trial by court of competent Page 499 U. S. 596 jurisdiction on the question of liability for such loss or
injury, or the measure of damages therefor. All such provisions or
limitations contained in any such rule, regulation, contract, or
agreement are declared to be against public policy and shall be
null and void and of no effect."

															By its plain language, the forum selection clause before us does
not take away respondents' right to "a trial by [a] court of
competent jurisdiction," and thereby contravene the explicit
proscription of § 183c. Instead, the clause states specifically
that actions arising out of the passage contract shall be brought
"if at all," in a court "located in the State of Florida," which,
plainly, is a "court of competent jurisdiction" within the meaning
of the statute.

															Respondents appear to acknowledge this by asserting that,
although the forum clause does not directly prevent the
determination of claims against the cruise line, it causes
plaintiffs unreasonable hardship in asserting their rights, and
therefore violates Congress' intended goal in enacting § 183c.
Significantly, however, respondents cite no authority for their
contention that Congress' intent in enacting § 183c was to avoid
having a plaintiff travel to a distant forum in order to litigate.
The legislative history of § 183c suggests, instead, that this
provision was enacted in response to passenger ticket conditions
purporting to limit the shipowner's liability for negligence or to
remove the issue of liability from the scrutiny of any court by
means of a clause providing that "the question of liability and the
measure of damages shall be determined by arbitration." See S.Rep. No. 2061, 74th Cong., 2d Sess. 6 (1936);
H.R.Rep. No. 2517, 74th Cong., 2d Sess., 6 (1936). See
also Safety of Life and Property at Sea: Hearings Before the
Committee on Merchant Marine and Fisheries, 74th Cong., 2d Sess.,
pt. 4, pp. 20, 36-37, 57, 109-110, 119 (1936). There was no
prohibition of a forum selection clause. Because the clause before
us allows for judicial resolution of claims against petitioner and
does Page 499 U. S. 597 not purport to limit petitioner's liability for negligence, it
does not violate § 183c. V The judgment of the Court of Appeals is reversed. It is so ordered * The Court of Appeals had filed an earlier opinion also
reversing the District Court and ruling that the District Court had
personal jurisdiction over the cruise line, and that the forum
selection clause in the tickets was unreasonable, and was not to be
enforced. 863 F.2d 1437 (CA9 1988). That opinion, however, was
withdrawn when the court certified to the Supreme Court of
Washington the question whether the Washington long-arm statute,
Wash.Rev.Code § 4.28.185 (1988), conferred personal jurisdiction
over Carnival Cruise Lines for the claim asserted by the Shutes. See 872 F.2d 930 (CA9 1989). The Washington Supreme Court
answered the certified question in the affirmative on the ground
that the Shutes' claim "arose from" petitioner's advertisement in
Washington and the promotion of its cruises there. 113 Wash. 2d
763 , 783 P.2d
78 (1989). The Court of Appeals then "refiled" its opinion "as
modified herein." See 897 F.2d at 380, n. 1.

															JUSTICE STEVENS, with whom JUSTICE MARSHALL joins,
dissenting.

															The Court prefaces its legal analysis with a factual statement
that implies that a purchaser of a Carnival Cruise Lines passenger
ticket is fully and fairly notified about the existence of the
choice of forum clause in the fine print on the back of the ticket. See ante at 499 U. S.
587 -588. Even if this implication were accurate, I would
disagree with the Court's analysis. But, given the Court's preface,
I begin my dissent by noting that only the most meticulous
passenger is likely to become aware of the forum selection
provision. I have therefore appended to this opinion a facsimile
[omitted] of the relevant text, using the type size that actually
appears in the ticket itself. A careful reader will find the forum
selection clause in the eighth of the twenty-five numbered
paragraphs.

															Of course, many passengers, like the respondents in this case, see ante at 499 U. S. 587 ,
will not have an opportunity to read paragraph 8 until they have
actually purchased their tickets. By this point, the passengers
will already have accepted the condition set forth in paragraph
16(a), which provides that "[t]he Carrier shall not be liable to
make any refund to passengers in respect of . . . tickets wholly or
partly not used by a passenger." Not knowing whether or not that
provision is legally enforceable, I assume that the average
passenger would accept the risk of having to file suit in Florida
in the event of an injury, rather than canceling -- without a
refund -- a planned vacation at the last minute. The fact that the
cruise line can reduce its litigation costs, and therefore its
liability insurance premiums, by forcing this choice on its
passengers does not, in my opinion, suffice to render the Page 499 U. S. 598 provision reasonable. Cf. Steven v. Fidelity Casualty Co. of
New York, 58 Cal. 2d
862 , 883, 27 Cal. Rptr. 172, 186, 377 P.2d 284, 298 (1962)
(refusing to enforce limitation on liability in insurance policy
because insured "must purchase the policy before he even knows its
provisions").

															Even if passengers received prominent notice of the forum
selection clause before they committed the cost of the cruise, I
would remain persuaded that the clause was unenforceable under
traditional principles of federal admiralty law, and is "null and
void" under the terms of Limited Liability Act, 49 Stat. 1480, as
amended, 46 U.S.C. App. § 183c, which was enacted in 1936 to
invalidate expressly stipulations limiting shipowners' liability
for negligence.

															Exculpatory clauses in passenger tickets have been around for a
long time. These clauses are typically the product of disparate
bargaining power between the carrier and the passenger, and they
undermine the strong public interest in deterring negligent
conduct. For these reasons, courts long before the turn of the
century consistently held such clauses unenforceable under federal
admiralty law. Thus, in a case involving a ticket provision
purporting to limit the shipowner's liability for the negligent
handling of baggage, this Court wrote:

															"It is settled in the courts of the United States that
exemptions limiting carriers from responsibility for the negligence
of themselves or their servants are both unjust and unreasonable,
and will be deemed as wanting in the element of voluntary assent;
and, besides, that such conditions are in conflict with public
policy. This doctrine was announced so long ago, and has been so
frequently reiterated, that it is elementary. We content ourselves
with referring to the cases of the Baltimore & Ohio &c.
Railway v. Voigt, 176 U. S. 498 , 176 U. S.
505 , 176 U. S. 507 , and Knott
v. Botany Mills, 179 U. S. 69 , 179 U. S.
71 [(1900)], where the previously adjudged cases are
referred to and the principles Page 499 U. S. 599 by them expounded are restated." The Kensington, 183 U. S. 263 , 183 U. S. 268 (1902).

															Clauses limiting a carrier's liability or weakening the
passenger's right to recover for the negligence of the carrier's
employees come in a variety of forms. Complete exemptions from
liability for negligence or limitations on the amount of the
potential damage recovery, [ Footnote 1 ] requirements that notice of claims be filed
within an unreasonably short period of time, [ Footnote 2 ] provisions mandating a choice of law
that is favorable to the defendant in negligence cases, [ Footnote 3 ] and forum selection clauses
are all similarly designed to put a thumb on the carrier's side of
the scale of justice. [ Footnote
4 ] Page 499 U. S. 600 Forum selection clauses in passenger tickets involve the
intersection of two strands of traditional contract law that
qualify the general rule that courts will enforce the terms of a
contract as written. Pursuant to the first strand, courts
traditionally have reviewed with heightened scrutiny the terms of
contracts of adhesion, form contracts offered on a take-or-leave
basis by a party with stronger bargaining power to a party with
weaker power. Some commentators have questioned whether contracts
of adhesion can justifiably be enforced at all under traditional
contract theory because the adhering party generally enters into
them without manifesting knowing and voluntary consent to all their
terms. See, e.g., Rakoff, Contracts of Adhesion: An Essay
in Reconstruction, 96 Harv.L.Rev. 1173, 1179-1180 (1983); Slawson,
Mass Contracts: Lawful Fraud in California, 48 S.Cal.L.Rev. 1, 1213
(1974); K. Llewellyn, The Common Law Tradition 370-371 (1960).

															The common law, recognizing that standardized form contracts
account for a significant portion of all commercial agreements, has
taken a less extreme position, and instead subjects terms in
contracts of adhesion to scrutiny for reasonableness. Judge J.
Skelly Wright set out the state of the law succinctly in Williams v. Walker-Thomas Furniture Co., 121 U.S.App.D.C.
315, 319-320, 350 F.2d 445, 449-450 (1965) (footnotes omitted):

															"Ordinarily, one who signs an agreement without full knowledge
of its terms might be held to assume the risk that he has entered a
one-sided bargain. But when a party of little bargaining power, and
hence little real choice, signs a commercially unreasonable
contract with little or no knowledge of its terms, it is hardly
likely that his consent, or even an objective manifestation of his
consent, Page 499 U. S. 601 was ever given to all of the terms. In such a case, the usual
rule that the terms of the agreement are not to be questioned
should be abandoned and the court should consider whether the terms
of the contract are so unfair that enforcement should be
withheld." See also Steven, 58 Cal. 2d at 879-883, 27 Cal. Rptr.
at 183-185, 377 P.2d at 295-297; Henningsen v. Bloomfield
Motors, Inc., 32 N.J. 358, 161 A.2d
69 (1960).

															The second doctrinal principle implicated by forum selection
clauses is the traditional rule that "contractual provisions, which
seek to limit the place or court in which an action may . . . be
brought, are invalid as contrary to public policy." See Dougherty, Validity of Contractual Provision Limiting Place or
Court in Which Action May Be Brought, 31 A.L.R.4th 404, 409, § 3
(1984). See also Home Insurance Co. v.
Morse , 20 Wall. 445, 87 U. S. 451 (1874). Although adherence to this general rule has declined in
recent years, particularly following our decision in The Bremen
v. Zapata Off-Shore Co., 407 U. S. 1 (1972),
the prevailing rule is still that forum selection clauses are not
enforceable if they were not freely bargained for, create
additional expense for one party, or deny one party a remedy. See 31 A.L.R.4th, at 409-438 (citing cases). A forum
selection clause in a standardized passenger ticket would clearly
have been unenforceable under the common law before our decision in The Bremen, see 407 U.S. at 407 U. S. 9 , and
n. 10, and, in my opinion, remains unenforceable under the
prevailing rule today. The Bremen, which the Court effectively treats as
controlling this case, had nothing to say about stipulations
printed on the back of passenger tickets. That case involved the
enforceability of a forum selection clause in a freely negotiated
international agreement between two large corporations providing
for the towage of a vessel from the Gulf of Mexico to the Adriatic
Sea. The Court recognized that such towage agreements had generally
been held unenforceable in American Page 499 U. S. 602 courts, [ Footnote 5 ] but
held that the doctrine of those cases did not extend to commercial
arrangements between parties with equal bargaining power. The
federal statute that should control the disposition of the case
before us today was enacted in 1936, when the general rule denying
enforcement of forum selection clauses was indisputably widely
accepted. The principal subject of the statute concerned the
limitation of shipowner liability, but, as the following excerpt
from the House Report explains, the section that is relevant to
this case was added as a direct response to shipowners' ticketing
practices.

															"During the course of the hearings on the bill (H.R. 9969) there
was also brought to the attention of the committee a practice of
providing on the reverse side of steamship tickets that, in the
event of damage or injury caused by the negligence or fault of the
owner or his servants, the liability of the owner shall be limited
to a stipulated amount, in some cases $5,000, and in others
substantially lower amounts, or that in such event the question of
liability and the measure of damages shall be determined by
arbitration. The amendment to chapter 6 of title 48 of the
Revised Statutes proposed to be made by section 2 of the committee
amendment is intended to, and in the opinion of the committee will, put a stop to all such practices and practices of a like
character. "

															H.R.Rep. No. 2517, 74th Cong., 2d Sess., 6-7 (1936) (emphasis
added); see also S.Rep. No. 2061, 74th Cong., 2d Sess.,
6-7 (1936). Page 499 U. S. 603 The intent to "put a stop to all such practices and practices of
a like character" was effectuated in the second clause of the
statute. It reads:

															"It shall be unlawful for the manager, agent, master, or owner
of any vessel transporting passengers between ports of the United
States or between any such port and a foreign port to insert in any
rule, regulation, contract, or agreement any provision or
limitation (1) purporting, in the event of loss of life or bodily
injury arising from the negligence or fault of such owner or his
servants, to relieve such owner, master, or agent from liability,
or from liability beyond any stipulated amount, for such loss or
injury, or (2) purporting in such event to lessen, weaken, or
avoid the right of any claimant to a trial by court of competent
jurisdiction on the question of liability for such loss or injury,
or the measure of damages therefor. All such provisions or
limitations contained in any such rule, regulation, contract, or
agreement are declared to be against public policy and shall be
null and void and of no effect."

															46 U.S.C. App. § 183c (emphasis added).

															The stipulation in the ticket that Carnival Cruise sold to
respondents certainly lessens or weakens their ability to recover
for the slip and fall incident that occurred off the west coast of
Mexico during the cruise that originated and terminated in Los
Angeles, California. It is safe to assume that the witnesses --
whether other passengers or members of the crew -- can be assembled
with less expense and inconvenience at a west coast forum than in a
Florida court several thousand miles from the scene of the
accident.

															A liberal reading of the 1936 statute is supported by both its
remedial purpose and by the legislative history's general
condemnation of "all such practices." Although the statute does not
specifically mention forum selection clauses, its language is broad
enough to encompass them. The absence of a Page 499 U. S. 604 specific reference is adequately explained by the fact that such
clauses were already unenforceable under common law, and would not
often have been used by carriers, which were relying on
stipulations that purported to exonerate them from liability
entirely. Cf. Moskal v. United States, 498 U.
S. 103 , 498 U. S.
110 -113 (1990).

															The Courts of Appeals, construing an analogous provision of the
Carriage of Goods by Sea Act, 46 U.S.C. App. § 1300 et
seq., have unanimously held invalid as limitations on
liability forum selection clauses requiring suit in foreign
jurisdictions. See, e.g., Hughes Drilling Fluids v. M/V Luo Fu
Shan, 852 F.2d 840 (CA5 1988), cert. denied, 489 U.S.
1033 (1989); Union Ins. Soc. of Canton, Ltd. v. S.S.
Elikon, 642 F.2d 721, 724-25 (CA4 1981); Indussa Corp. v.
S.S. Ranborg, 377 F.2d 200, 203-204 (CA2 1967). Commentators
have also endorsed this view. See, e.g., G. Gilmore &
C. Black, The Law of Admiralty 145, and n. 23 (2nd ed.1975);
Mendelsohn, Liberalism, Choice of Forum Clauses and the Hague
Rules, 2 J. of Maritime Law & Comm. 661, 663-666 (1971). The
forum selection clause here does not mandate suit in a foreign
jurisdiction, and therefore arguably might have less of an impact
on a plaintiff's ability to recover. See Fireman's Fund
American Ins. Cos. v. Puerto Rican Forwarding Co., 492 F.2d
1294 (CA1 1974). However, the plaintiffs in this case are not large
corporations, but individuals, and the added burden on them of
conducting a trial at the opposite end of the country is likely
proportional to the additional cost to a large corporation of
conducting a trial overseas. [ Footnote 6 ]

															Under these circumstances, the general prohibition against
stipulations purporting "to lessen, weaken, or avoid" the
passenger's right to a trial certainly should be construed to apply
to the manifestly unreasonable stipulation in these passengers' Page 499 U. S. 605 tickets. Even without the benefit of the statute, I would
continue to apply the general rule that prevailed prior to our
decision in The Bremen to forum selection clauses in
passenger tickets.

															I respectfully dissent.

															[ Footnote 1 ] See 46 U.S.C. App. § 183c:

															"It shall be unlawful for the . . . owner of any vessel
transporting passengers between ports of the United States or
between any such port and a foreign port to insert in any rule,
regulation, contract, or agreement any provision or limitation (1)
purporting, in the event of loss of life or bodily injury arising
from the negligence or fault of such owner or his servants, to
relieve such owner . . . from liability, or from liability beyond
any stipulated amount, for such loss or injury. . . ."

															[ Footnote 2 ] See 46 U.S.C. App. § 183b(a):

															"It shall be unlawful for the manager, agent, master, or owner
of any sea-going vessel (other than tugs, barges, fishing vessels
and their tenders) transporting passengers or merchandise or
property from or between ports of the United States and foreign
ports to provide by rule, contract, regulation, or otherwise a
shorter period for giving notice of, or filing claims for loss of
life or bodily injury, than six months, and for the institution of
suits on such claims, than one year, such period for institution of
suits to be computed from the day when the death or injury
occurred." See also 49 U.S.C. § 11707(e) ("A carrier or freight
forwarder may not provide by rule, contract, or otherwise, a period
of less than 9 months for filing a claim against it under this
section and a period of less than 2 years for bringing a civil
action against it under this section").

															[ Footnote 3 ] See, e.g., The Kensington, 183 U.
S. 263 , 183 U. S. 269 (1902) (refusing to enforce clause requiring that all disputes
under contract for passage be governed by Belgian law because such
law would have favored the shipowner in violation of United States
public policy).

															[ Footnote 4 ]

															All these clauses will provide passengers who purchase tickets
containing them with a "benefit in the form of reduced fares
reflecting the savings that the cruise line enjoys by limiting [its
exposure to liability]." See ante at 499 U. S. 594 .
Under the Court's reasoning, all these clauses, including a
complete waiver of liability, would be enforceable, a result at
odds with longstanding jurisprudence.

															[ Footnote 5 ]

															"In [ Carbon Black Export, Inc. v. The Monrosa, 254 F.2d
297 (CA5 1958), cert. dismissed, 359 U. S.
180 (1959),] the Court of Appeals had held a forum
selection clause unenforceable, reiterating the traditional view of
many American courts that 'agreements in advance of controversy
whose object is to oust the jurisdiction of the courts are contrary
to public policy, and will not be enforced.' 254 F.2d at
300-301." The Bremen v. Zapata Off-Shore Co., 407 U. S.
1 , 407 U. S. 6 (1972).

															[ Footnote 6 ]

															The Court does not make clear whether the result in this case
would also apply if the clause required Carnival passengers to sue
in Panama, the country in which Carnival is incorporated.

Summary:
Here is a summary of the case:

In Carnival Cruise Lines, Inc. v. Shute, the Supreme Court ruled that a forum-selection clause in a cruise ticket contract was enforceable, even if it was not specifically negotiated between the cruise line and the passengers. The Court recognized that cruise tickets are typically form contracts, and passengers do not have the opportunity to negotiate their terms. However, the Court found several valid reasons for upholding such clauses, including reducing confusion about where to file lawsuits, benefiting passengers through reduced fares, and protecting cruise lines from litigation in multiple jurisdictions. The Court also noted that the clause was reasonable and did not deprive the passengers of their day in court. Therefore, the Court held that the Court of Appeals should have enforced the forum-selection clause.


OCTOBER TERM, 2001

															Syllabus

															SWIERKIEWICZ v. SOREMA N. A.

															CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE SECOND
CIRCUIT

															No. 00-1853. Argued January 15, 2002-Decided February 26,
2002

															Petitioner, a 53-year-old native of Hungary, filed this suit
against respondent, his former employer, alleging that he had been
fired on account of his national origin in violation of Title VII
of the Civil Rights Act of 1964 and on account of his age in
violation of the Age Discrimination in Employment Act of 1967
(ADEA). In affirming the District Court's dismissal of the
complaint, the Second Circuit relied on its settled precedent
requiring an employment discrimination complaint to allege facts
constituting a prima facie case of discrimination under the
framework set forth in McDonnell Douglas Corp. v. Green, 411 U. S. 792 , 802. The
court held that petitioner had failed to meet his burden because
his allegations were insufficient as a matter of law to raise an
inference of discrimination.

															Held: An employment discrimination complaint need not contain
specific facts establishing a prima facie case under the McDonnell
Douglas framework, but instead must contain only "a short and plain
statement of the claim showing that the pleader is entitled to
relief," Fed. Rule Civ. Proc. 8(a)(2). The McDonnell Douglas
framework-which requires the plaintiff to show (1) membership in a
protected group, (2) qualification for the job in question, (3) an
adverse employment action, and (4) circumstances supporting an
inference of discrimination-is an evidentiary standard, not a
pleading requirement. See, e. g., 411 U. S., at 800. The
Court has never indicated that the requirements for establishing a
prima facie case apply to pleading. Moreover, the McDonnell Douglas
framework does not apply where, for example, a plaintiff is able to
produce direct evidence of discrimination. See Trans World
Airlines, Inc. v. Thurston, 469 U. S. 111 ,121. Under
the Second Circuit's heightened pleading standard, however, a
plaintiff without direct evidence at the time of his complaint must
plead a prima facie case of discrimination even though discovery
might uncover such direct evidence. It seems incongruous to require
a plaintiff, in order to survive a motion to dismiss, to plead more
facts than he may ultimately need to prove to succeed on the merits
if direct evidence of discrimination is discovered. Moreover, the
precise requirements of the prima facie case can vary with the
context and were "never intended to be rigid, mechanized, or
ritualistic." Furnco Constr. Corp. v. Waters, 438 507 u. S. 567, 577. It may be difficult to define the precise
formulation of the required prima facie case in a particular case
before discovery has unearthed relevant facts and evidence.
Consequently, the prima facie case should not be transposed into a
rigid pleading standard for discrimination cases. Imposing the
Second Circuit's heightened standard conflicts with Rule 8(a)'s
express language, which requires simply that the complaint "give
the defendant fair notice of what the plaintiff's claim is and the
grounds upon which it rests." Conley v. Gibson, 355 U. S. 41 ,47. A court
may dismiss a complaint only if it is clear that no relief could be
granted under any set of facts that could be proved consistent with
the allegations. Hishon v. King & Spalding, 467 U. S. 69 , 73.
Petitioner's complaint easily satisfies Rule 8(a)'s requirements
because it gives respondent fair notice of the basis for his claims
and the grounds upon which they rest. In addition, it states claims
upon which relief could be granted under Title VII and the ADEA.
Thus, the complaint is sufficient to survive respondent's motion to
dismiss. Pp. 510-515.

															5 Fed. Appx. 63, reversed and remanded.

															THOMAS, J., delivered the opinion for a unanimous Court.

															Harold 1. Goodman argued the cause and filed briefs for
petitioner.

															Jeffrey P. Minear argued the cause for the United States et al.
as amici curiae urging reversal. On the brief were Solicitor
General Olson, Assistant Attorney General Boyd, Deputy Solicitor
General Clement, Patricia A. Millett, and Philip B. Sklover.

															Lauren Reiter Brody argued the cause for respondent.

															With her on the brief was Frances Kulka Browne. * *Briefs of amici curiae urging reversal were filed for the
Lawyers' Committee for Civil Rights Under Law by John A. Payton,
Gary T. Johnson, Norman Redlich, Barbara R. Arnwine, Thomas J. Henderson, and Nancy L. Perkins; and for the National
Employment Lawyers Association et al. by Paul W Mollica and Paula
A. Brantner.

															Briefs of amici curiae urging affirmance were filed for the
Center for Individual Freedom by Linda Van Winkle Deacon and Julie
Arias Young; and for the Equal Employment Advisory Council by Ann
Elizabeth Reesman and Katherine Y. K. Cheung. 508 JUSTICE THOMAS delivered the opinion of the Court.

															This case presents the question whether a complaint in an
employment discrimination lawsuit must contain specific facts
establishing a prima facie case of discrimination under the
framework set forth by this Court in McDonnell Douglas Corp. v.
Green, 411 U. S.
792 (1973). We hold that an employment discrimination complaint
need not include such facts and instead must contain only "a short
and plain statement of the claim showing that the pleader is
entitled to relief." Fed. Rule Civ. Proc. 8(a)(2).

															I

															Petitioner Akos Swierkiewicz is a native of Hungary, who at the
time of his complaint was 53 years old.l In April 1989, petitioner
began working for respondent Sorema N. A., a reinsurance company
headquartered in New York and principally owned and controlled by a
French parent corporation. Petitioner was initially employed in the
position of senior vice president and chief underwriting officer
(CUO). Nearly six years later, Franvois M. Chavel, respondent's
Chief Executive Officer, demoted petitioner to a marketing and
services position and transferred the bulk of his underwriting
responsibilities to Nicholas Papadopoulo, a 32-yearold who, like
Mr. Chavel, is a French national. About a year later, Mr. Chavel
stated that he wanted to "energize" the underwriting department and
appointed Mr. Papadopoulo as CUO. Petitioner claims that Mr.
Papadopoulo had only one year of underwriting experience at the
time he was promoted, and therefore was less experienced and less
qualified to be CUO than he, since at that point he had 26 years of
experience in the insurance industry.

															1 Because we review here a decision granting respondent's motion
to dismiss, we must accept as true all of the factual allegations
contained in the complaint. See, e. g., Leatherman v. Tarrant
County Narcotics Intelligence and Coordination Unit, 507 U. S. 163 , 164
(1993). 509 Following his demotion, petitioner contends that he "was
isolated by Mr. Chavel ... excluded from business decisions and
meetings and denied the opportunity to reach his true potential at
SOREMA." App. 26. Petitioner unsuccessfully attempted to meet with
Mr. Chavel to discuss his discontent. Finally, in April 1997,
petitioner sent a memo to Mr. Chavel outlining his grievances and
requesting a severance package. Two weeks later, respondent's
general counsel presented petitioner with two options: He could
either resign without a severance package or be dismissed. Mr.
Chavel fired petitioner after he refused to resign.

															Petitioner filed a lawsuit alleging that he had been terminated
on account of his national origin in violation of Title VII of the
Civil Rights Act of 1964, 78 Stat. 253, as amended, 42 U. S. C. §
2000e et seq. (1994 ed. and Supp. V), and on account of his age in
violation of the Age Discrimination in Employment Act of 1967
(ADEA), 81 Stat. 602, as amended, 29 U. S. C. § 621 et seq. (1994
ed. and Supp. V). App. 28. The United States District Court for the
Southern District of New York dismissed petitioner's complaint
because it found that he "ha[d] not adequately alleged a prima
facie case, in that he ha[d] not adequately alleged circumstances
that support an inference of discrimination." Id., at 42. The
United States Court of Appeals for the Second Circuit affirmed the
dismissal, relying on its settled precedent, which requires a
plaintiff in an employment discrimination complaint to allege facts
constituting a prima facie case of discrimination under the
framework set forth by this Court in McDonnell Douglas, supra, at
802. See, e. g., Tarshis v. Riese Organization, 211 F.3d
30 , 35-36, 38 (CA2 2000); Austin v. Ford Models, Inc., 149 F.3d
148 , 152-153 (CA2 1998). The Court of Appeals held that
petitioner had failed to meet his burden because his allegations
were "insufficient as a matter of law to raise an inference of
discrimination." 5 Fed. Appx. 63, 65 (CA2 2001). We granted
certiorari, 533 U. S. 976 (2001), to resolve a split among the
Courts 510 of Appeals concerning the proper pleading standard for
employment discrimination cases,2 and now reverse.

															II

															Applying Circuit precedent, the Court of Appeals required
petitioner to plead a prima facie case of discrimination in order
to survive respondent's motion to dismiss. See 5 Fed. Appx., at
64-65. In the Court of Appeals' view, petitioner was thus required
to allege in his complaint: (1) membership in a protected group;
(2) qualification for the job in question; (3) an adverse
employment action; and (4) circumstances that support an inference
of discrimination. Ibid.; cf. McDonnell Douglas, 411 U. S., at 802;
Texas Dept. of Community Affairs v. Burdine, 450 U. S. 248 , 253-254,
n. 6 (1981).

															The prima facie case under McDonnell Douglas, however, is an
evidentiary standard, not a pleading requirement. In McDonnell
Douglas, this Court made clear that "[t]he critical issue before us
concern[ed] the order and allocation of proof in a private,
non-class action challenging employment discrimination." 411 U. S.,
at 800 (emphasis added). In subsequent cases, this Court has
reiterated that the prima facie case relates to the employee's
burden of presenting evidence that raises an inference of
discrimination. See Burdine, supra, at 252-253 ("In [McDonnell
Douglas,] we set forth the basic allocation of burdens and order of
presentation of proof in a Title VII case alleging discriminatory
treatment. First, the plaintiff has the burden of proving by the
preponderance of the evidence a prima facie case of

															2 The majority of Courts of Appeals have held that a plaintiff
need not plead a prima facie case of discrimination under McDonnell
Douglas Corp. v. Green, 411 U. S. 792 (1973), in
order to survive a motion to dismiss. See, e. g., Sparrow v. United
Air Lines, Inc., 216 F.3d
1111 , 1114 (CADC 2000); Bennett v. Schmidt, 153 F.3d
516 , 518 (CA7 1998); Ring v. First Interstate Mortgage, Inc., 984 F.2d
924 (CA8 1993). Others, however, maintain that a complaint must
contain factual allegations that support each element of a prima
facie case. In addition to the case below, see Jackson v. Columbus, 194 F.3d
737 , 751 (CA6 1999). 511 discrimination" (footnotes omitted)); 450 U. S., at 255, n. 8
("This evidentiary relationship between the presumption created by
a prima facie case and the consequential burden of production
placed on the defendant is a traditional feature of the common
law").

															This Court has never indicated that the requirements for
establishing a prima facie case under McDonnell Douglas also apply
to the pleading standard that plaintiffs must satisfy in order to
survive a motion to dismiss. For instance, we have rejected the
argument that a Title VII complaint requires greater
"particularity," because this would "too narrowly constric[t] the
role of the pleadings." McDonald v. Santa Fe Trail Transp. Co., 427 U. S. 273 ,
283, n. 11 (1976). Consequently, the ordinary rules for assessing
the sufficiency of a complaint apply. See, e. g., Scheuer v.
Rhodes, 416 U. S.
232 , 236 (1974) ("When a federal court reviews the sufficiency
of a complaint, before the reception of any evidence either by
affidavit or admissions, its task is necessarily a limited one. The
issue is not whether a plaintiff will ultimately prevail but
whether the claimant is entitled to offer evidence to support the
claims").

															In addition, under a notice pleading system, it is not
appropriate to require a plaintiff to plead facts establishing a
prima facie case because the McDonnell Douglas framework does not
apply in every employment discrimination case. For instance, if a
plaintiff is able to produce direct evidence of discrimination, he
may prevail without proving all the elements of a prima facie case.
See Trans World Airlines, Inc. v. Thurston, 469 U. S. 111 , 121 (1985)
("[T]he McDonnell Douglas test is inapplicable where the plaintiff
presents direct evidence of discrimination"). Under the Second
Circuit's heightened pleading standard, a plaintiff without direct
evidence of discrimination at the time of his complaint must plead
a prima facie case of discrimination, even though discovery might
uncover such direct evidence. It thus seems incongruous to require
a plaintiff, in order to 512 survive a motion to dismiss, to plead more facts than he may
ultimately need to prove to succeed on the merits if direct
evidence of discrimination is discovered.

															Moreover, the precise requirements of a prima facie case can
vary depending on the context and were "never intended to be rigid,
mechanized, or ritualistic." Furnco Constr. Corp. v. Waters, 438 U. S. 567 ,
577 (1978); see also McDonnell Douglas, supra, at 802, n. 13
("[T]he specification ... of the prima facie proof required from
respondent is not necessarily applicable in every respect to
differing factual situations"); Teamsters v. United States, 431 U. S. 324 ,
358 (1977) (noting that this Court "did not purport to create an
inflexible formulation" for a prima facie case); Ring v. First
Interstate Mortgage, Inc., 984 F.2d
924 , 927 (CA8 1993) ("[T]o measure a plaintiff's complaint
against a particular formulation of the prima facie case at the
pleading stage is inappropriate"). Before discovery has unearthed
relevant facts and evidence, it may be difficult to define the
precise formulation of the required prima facie case in a
particular case. Given that the prima facie case operates as a
flexible evidentiary standard, it should not be transposed into a
rigid pleading standard for discrimination cases.

															Furthermore, imposing the Court of Appeals' heightened pleading
standard in employment discrimination cases conflicts with Federal
Rule of Civil Procedure 8(a)(2), which provides that a complaint
must include only "a short and plain statement of the claim showing
that the pleader is entitled to relief." Such a statement must
simply "give the defendant fair notice of what the plaintiff's
claim is and the grounds upon which it rests." Conley v. Gibson, 355 U. S. 41 , 47
(1957). This simplified notice pleading standard relies on liberal
discovery rules and summary judgment motions to define disputed
facts and issues and to dispose of unmeritorious claims. See id.,
at 47-48; Leatherman v. Tarrant County Narcotics Intelligence and
Coordination Unit, 507 U. S. 163 , 168-169
(1993). "The provisions for discov- 513 ery are so flexible and the provisions for pretrial procedure
and summary judgment so effective, that attempted surprise in
federal practice is aborted very easily, synthetic issues detected,
and the gravamen of the dispute brought frankly into the open for
the inspection of the court." 5 C. Wright & A. Miller, Federal
Practice and Procedure § 1202, p. 76 (2d ed. 1990).

															Rule 8(a)'s simplified pleading standard applies to all civil
actions, with limited exceptions. Rule 9(b), for example, provides
for greater particularity in all averments of fraud or mistake.3
This Court, however, has declined to extend such exceptions to
other contexts. In Leatherman we stated: "[T]he Federal Rules do
address in Rule 9(b) the question of the need for greater
particularity in pleading certain actions, but do not include among
the enumerated actions any reference to complaints alleging
municipal liability under § 1983. Expressio unius est exclusio
alterius." 507 U. S., at 168. Just as Rule 9(b) makes no mention of
municipal liability under Rev. Stat. § 1979, 42 U. S. C. § 1983
(1994 ed., Supp. V), neither does it refer to employment
discrimination. Thus, complaints in these cases, as in most others,
must satisfy only the simple requirements of Rule 8(a).4

															Other provisions of the Federal Rules of Civil Procedure are
inextricably linked to Rule 8(a)'s simplified notice pleading
standard. Rule 8(e)(1) states that "[n]o technical forms of
pleading or motions are required," and Rule 8(f) provides

															3 "In all averments of fraud or mistake, the circumstances
constituting fraud or mistake shall be stated with particularity.
Malice, intent, knowledge, and other condition of mind of a person
may be averred generally."

															4 These requirements are exemplified by the Federal Rules of
Civil Procedure Forms, which "are sufficient under the rules and
are intended to indicate the simplicity and brevity of statement
which the rules contemplate." Fed. Rule Civ. Proc. 84. For example,
Form 9 sets forth a complaint for negligence in which plaintiff
simply states in relevant part:

															"On June 1, 1936, in a public highway called Boylston Street in
Boston, Massachusetts, defendant negligently drove a motor vehicle
against plaintiff who was then crossing said highway." 514 that "[a]ll pleadings shall be so construed as to do substantial
justice." Given the Federal Rules' simplified standard for
pleading, "[a] court may dismiss a complaint only if it is clear
that no relief could be granted under any set of facts that could
be proved consistent with the allegations." Hishon v. King &
Spalding, 467 U. S.
69 , 73 (1984). If a pleading fails to specify the allegations
in a manner that provides sufficient notice, a defendant can move
for a more definite statement under Rule 12(e) before responding.
Moreover, claims lacking merit may be dealt with through summary
judgment under Rule 56. The liberal notice pleading of Rule 8(a) is
the starting point of a simplified pleading system, which was
adopted to focus litigation on the merits of a claim. See Conley,
supra, at 48 ("The Federal Rules reject the approach that pleading
is a game of skill in which one misstep by counsel may be decisive
to the outcome and accept the principle that the purpose of
pleading is to facilitate a proper decision on the merits").

															Applying the relevant standard, petitioner's complaint easily
satisfies the requirements of Rule 8(a) because it gives respondent
fair notice of the basis for petitioner's claims. Petitioner
alleged that he had been terminated on account of his national
origin in violation of Title VII and on account of his age in
violation of the ADEA. App.28. His complaint detailed the events
leading to his termination, provided relevant dates, and included
the ages and nationalities of at least some of the relevant persons
involved with his termination. Id., at 24-28. These allegations
give respondent fair notice of what petitioner's claims are and the
grounds upon which they rest. See Conley, supra, at 47. In
addition, they state claims upon which relief could be granted
under Title VII and the ADEA.

															Respondent argues that allowing lawsuits based on conclusory
allegations of discrimination to go forward will burden the courts
and encourage disgruntled employees to bring unsubstantiated suits.
Brief for Respondent 34-40. What- 515 ever the practical merits of this argument, the Federal Rules do
not contain a heightened pleading standard for employment
discrimination suits. A requirement of greater specificity for
particular claims is a result that "must be obtained by the process
of amending the Federal Rules, and not by judicial interpretation."
Leatherman, supra, at 168. Furthermore, Rule 8(a) establishes a
pleading standard without regard to whether a claim will succeed on
the merits. "Indeed it may appear on the face of the pleadings that
a recovery is very remote and unlikely but that is not the test."
Scheuer, 416 U. S., at 236.

															For the foregoing reasons, we hold that an employment
discrimination plaintiff need not plead a prima facie case of
discrimination and that petitioner's complaint is sufficient to
survive respondent's motion to dismiss. Accordingly, the judgment
of the Court of Appeals is reversed, and the case is remanded for
further proceedings consistent with this opinion.

															It is so ordered.

Summary: The Supreme Court ruled that an employment discrimination complaint does not need to establish a prima facie case under the McDonnell Douglas framework to survive a motion to dismiss. Instead, the complaint must contain a short and plain statement showing the pleader's entitlement to relief, providing fair notice of the claim's basis and grounds. The Court emphasized that the McDonnell Douglas framework is an evidentiary standard, not a pleading requirement, and that direct evidence of discrimination may be discovered during litigation. The Court also highlighted the flexibility of the prima facie case, which can vary with context, and the potential difficulty of defining it precisely before discovery. The Court reversed the Second Circuit's dismissal of the complaint and remanded the case for further proceedings.


Grable & Sons Metal Products, Inc. v. Darue Engineering & Manufacturing

OPINION OF THE COURT GRABLE & SONS METAL PRODUCTS, INC. V. DARUEENGINEERING &
MFG. 545 U. S. ____ (2005) SUPREME COURT OF THE UNITED STATES NO. 04-603 GRABLE & SONS METAL PRODUCTS, INC., PETITIONER v. DARUE ENGINEERING & MANUFACTURING

															on writ of certiorari to the united states court of
appeals for the sixth circuit

															[June 13, 2005]

															   Justice Souter delivered the
opinion of the Court.

															   The question is whether want of a
federal cause of action to try claims of title to land obtained at
a federal tax sale precludes removal to federal court
of a state action with non-diverse parties raising a disputed issue
of federal title law. We answer no, and hold that the national
interest in providing a federal forum for federal tax litigation is
sufficiently substantial to support the exercise of federal
question jurisdiction over the disputed issue on removal, which
would not distort any division of labor between the state and
federal courts, provided or assumed by Congress. I In 1994, the Internal
Revenue Service seized Michigan real property belonging to
petitioner Grable & Sons Metal Products, Inc., to satisfy
Grable’s federal tax delinquency. Title 26 U. S. C. §6335
required the IRS to give notice of the seizure, and there is no
dispute that Grable received actual notice by certified mail before
the IRS sold the property to respondent Darue Engineering &
Manufacturing. Although Grable also received notice of the sale
itself, it did not exercise its statutory right to redeem the
property within 180 days of the sale, §6337(b)(1), and after that
period had passed, the Government gave Darue a quitclaim deed.
§6339. Five years later,
Grable brought a quiet title action in state court, claiming that
Darue’s record title was invalid because the IRS had failed to
notify Grable of its seizure of the property in the exact manner
required by §6335(a), which provides that written notice must be
“given by the Secretary to the owner of the property [or] left at
his usual place of abode or business.” Grable said that the statute
required personal service, not service by certified
mail. Darue removed the case to Federal
District Court as presenting a federal question, because the claim
of title depended on the interpretation of the notice statute in
the federal tax law. The District Court declined to remand the case
at Grable’s behest after finding that the “claim does pose a
significant question of federal law,” Tr. 17 (Apr. 2, 2001), and
ruling that Grable’s lack of a federal right of action to enforce
its claim against Darue did not bar the exercise of federal
jurisdiction. On the merits, the court granted summary judgment to
Darue, holding that although §6335 by its terms required personal
service, substantial compliance with the statute was enough. 207
F. Supp. 2d 694 (WD Mich. 2002). The Court of Appeals for the Sixth
Circuit affirmed. 377 F. 3d 592 (2004). On the jurisdictional
question, the panel thought it sufficed that the title claim raised
an issue of federal law that had to be resolved, and implicated a
substantial federal interest (in construing federal tax law). The
court went on to affirm the District Court’s judgment on the
merits. We granted certiorari on the jurisdictional question
alone,[ Footnote 1 ] 543 U. S.
___ (2005) to resolve a split within the Courts of Appeals on
whether Merrell Dow Pharmaceuticals Inc. v. Thompson, 478
U. S. 804 (1986), always requires a federal cause of action as
a condition for exercising federal-question jurisdiction.[ Footnote 2 ] We now affirm. II Darue was entitled to
remove the quiet title action if Grable could have brought it in
federal district court originally, 28 U. S. C. §1441(a), as a
civil action “arising under the Constitution, laws, or treaties of
the United States,” §1331. This provision for federal-question
jurisdiction is invoked by and large by plaintiffs pleading a cause
of action created by federal law ( e.g. , claims under 42 U.
S. C. §1983). There is, however, another longstanding, if less
frequently encountered, variety of federal “arising under”
jurisdiction, this Court having recognized for nearly 100 years
that in certain cases federal question jurisdiction will lie over
state-law claims that implicate significant federal issues. E.g. , Hopkins v. Walker, 244 U. S. 486 , 490–491
(1917). The doctrine captures the commonsense notion that a federal
court ought to be able to hear claims recognized under state law
that nonetheless turn on substantial questions of federal law, and
thus justify resort to the experience, solicitude, and hope of
uniformity that a federal forum offers on federal issues, see ALI,
Study of the Division of Jurisdiction Between State and Federal
Courts 164–166 (1968). The classic example
is Smith v. Kansas City Title & Trust Co., 255 U. S. 180 (1921), a suit by a shareholder claiming that the defendant
corporation could not lawfully buy certain bonds of the National
Government because their issuance was unconstitutional. Although
Missouri law provided the cause of action, the Court recognized
federal-question jurisdiction because the principal issue in the
case was the federal constitutionality of the bond issue. Smith thus held, in a somewhat generous statement of the
scope of the doctrine, that a state-law claim could give rise to
federal-question jurisdiction so long as it “appears from the
[complaint] that the right to relief depends upon the construction
or application of [federal law].” Id., at 199. The Smith statement has
been subject to some trimming to fit earlier and later cases
recognizing the vitality of the basic doctrine, but shying away
from the expansive view that mere need to apply federal law in a
state-law claim will suffice to open the “arising under” door. As
early as 1912, this Court had confined federal-question
jurisdiction over state-law claims to those that “really and
substantially involv[e] a dispute or controversy respecting the
validity, construction or effect of [federal] law.” Shulthis v. McDougal, 225 U. S. 561 , 569 (1912). This
limitation was the ancestor of Justice Cardozo’s later explanation
that a request to exercise federal-question jurisdiction over a
state action calls for a “common-sense accommodation of judgment to
[the] kaleidoscopic situations” that present a federal issue, in “a
selective process which picks the substantial causes out of the web
and lays the other ones aside.” Gully v. First Nat.
Bank in Meridian, 299 U. S. 109 , 117–118
(1936). It has in fact become a constant refrain in such cases that
federal jurisdiction demands not only a contested federal issue,
but a substantial one, indicating a serious federal interest in
claiming the advantages thought to be inherent in a federal forum. E.g. , Chicago v. International College of
Surgeons, 522
U. S. 156 , 164 (1997); Merrell Dow, supra, at 814, and
n. 12; Franchise Tax Bd. of Cal. v. Construction
Laborers Vacation Trust for Southern Cal., 463 U. S. 1 , 28
(1983). But even when the state action
discloses a contested and substantial federal question, the
exercise of federal jurisdiction is subject to a possible veto. For
the federal issue will ultimately qualify for a federal forum only
if federal jurisdiction is consistent with congressional judgment
about the sound division of labor between state and federal courts
governing the application of §1331. Thus, Franchise Tax
Bd. explained that the appropriateness of a federal forum to
hear an embedded issue could be evaluated only after considering
the “welter of issues regarding the interrelation of federal and
state authority and the proper management of the federal judicial
system.” Id., at 8. Because arising-under jurisdiction to
hear a state-law claim always raises the possibility of upsetting
the state-federal line drawn (or at least assumed) by Congress, the
presence of a disputed federal issue and the ostensible importance
of a federal forum are never necessarily dispositive; there must
always be an assessment of any disruptive portent in exercising
federal jurisdiction. See also Merrell Dow, supra, at
810. These considerations have kept us
from stating a “single, precise, all-embracing” test for
jurisdiction over federal issues embedded in state-law claims
between nondiverse parties. Christianson v. Colt
Industries Operating Corp., 486 U. S. 800 , 821
(1988) (Stevens, J., concurring). We have not kept them out simply
because they appeared in state raiment, as Justice Holmes would
have done, see Smith , supra, at 214 (dissenting
opinion), but neither have we treated “federal issue” as a password
opening federal courts to any state action embracing a point of
federal law. Instead, the question is, does a state-law claim
necessarily raise a stated federal issue, actually disputed and
substantial, which a federal forum may entertain without disturbing
any congressionally approved balance of federal and state judicial
responsibilities. III A This case warrants
federal jurisdiction. Grable’s state complaint must specify “the
facts establishing the superiority of [its] claim,” Mich. Ct. Rule
3.411(B)(2)(c) (West 2005), and Grable has premised its superior
title claim on a failure by the IRS to give it adequate notice, as
defined by federal law. Whether Grable was given notice within the
meaning of the federal statute is thus an essential element of its
quiet title claim, and the meaning of the federal statute is
actually in dispute; it appears to be the only legal or factual
issue contested in the case. The meaning of the federal tax
provision is an important issue of federal law that sensibly
belongs in a federal court. The Government has a strong interest in
the “prompt and certain collection of delinquent taxes,” United
States v. Rodgers, 461 U. S. 677 , 709
(1983), and the ability of the IRS to satisfy its claims from the
property of delinquents requires clear terms of notice to allow
buyers like Darue to satisfy themselves that the Service has
touched the bases necessary for good title. The Government thus has
a direct interest in the availability of a federal forum to
vindicate its own administrative action, and buyers (as well as tax
delinquents) may find it valuable to come before judges used to
federal tax matters. Finally, because it will be the rare state
title case that raises a contested matter of federal law, federal
jurisdiction to resolve genuine disagreement over federal tax title
provisions will portend only a microscopic effect on the
federal-state division of labor. See n. 3, infra . This conclusion puts
us in venerable company, quiet title actions having been the
subject of some of the earliest exercises of federal-question
jurisdiction over state-law claims. In Hopkins, 244 U. S.,
490–491, the question was federal jurisdiction over a quiet title
action based on the plaintiffs’ allegation that federal mining law
gave them the superior claim. Just as in this case, “the facts
showing the plaintiffs’ title and the existence and invalidity of
the instrument or record sought to be eliminated as a cloud upon
the title are essential parts of the plaintiffs’ cause of
action.”[ Footnote 3 ] Id., at 490. As in this case again, “it is plain that a
controversy respecting the construction and effect of the [federal]
laws is involved and is sufficiently real and substantial.” Id., at 489. This Court therefore upheld federal
jurisdiction in Hopkins , as well as in the similar quiet
title matters of Northern Pacific R. Co. v. Soderberg, 188 U. S. 526 , 528
(1903), and Wilson Cypress Co. v. Del Pozo y
Marcos, 236 U.
S. 635 , 643–644 (1915). Consistent with those cases, the
recognition of federal jurisdiction is in order here. B Merrell Dow
Pharmaceuticals Inc. v. Thompson, 478
U. S. 804 (1986), on which Grable rests its position, is not to
the contrary. Merrell Dow considered a state tort claim
resting in part on the allegation that the defendant drug company
had violated a federal misbranding prohibition, and was thus
presumptively negligent under Ohio law. Id., at 806. The
Court assumed that federal law would have to be applied to resolve
the claim, but after closely examining the strength of the federal
interest at stake and the implications of opening the federal
forum, held federal jurisdiction unavailable. Congress had not
provided a private federal cause of action for violation of the
federal branding requirement, and the Court found “it would …
flout, or at least undermine, congressional intent to conclude that
federal courts might nevertheless exercise federal-question
jurisdiction and provide remedies for violations of that federal
statute solely because the violation … is said to be a … ‘proximate
cause’ under state law.” Id., at 812. Because federal law
provides for no quiet title action that could be brought against
Darue,[ Footnote 4 ] Grable
argues that there can be no federal jurisdiction here, stressing
some broad language in Merrell Dow (including the passage
just quoted) that on its face supports Grable’s position, see Note,
Mr. Smith Goes to Federal Court: Federal Question
Jurisdiction over State Law Claims Post- Merrell Dow , 115
Harv. L. Rev. 2272, 2280–2282 (2002) (discussing split in Circuit
Courts over private right of action requirement after Merrell
Dow ). But an opinion is to be read as a whole, and Merrell
Dow cannot be read whole as overturning decades of precedent,
as it would have done by effectively adopting the Holmes dissent in Smith , see supra, at 5, and converting a federal
cause of action from a sufficient condition for federal-question
jurisdiction[ Footnote 5 ] into a
necessary one. In the first place, Merrell
Dow disclaimed the adoption of any bright-line rule, as when
the Court reiterated that “in exploring the outer reaches of §1331,
determinations about federal jurisdiction require sensitive
judgments about congressional intent, judicial power, and the
federal system.” 478 U. S., at 810. The opinion included a lengthy
footnote explaining that questions of jurisdiction over state-law
claims require “careful judgments,” id., at 814, about the
“nature of the federal interest at stake,” id., at 814,
n. 12 (emphasis deleted). And as a final indication that it
did not mean to make a federal right of action mandatory, it
expressly approved the exercise of jurisdiction sustained in Smith , despite the want of any federal cause of action
available to Smith ’s shareholder plaintiff. 478 U. S., at
814, n. 12. Merrell Dow then, did not toss out, but
specifically retained the contextual enquiry that had been Smith ’s hallmark for over 60 years. At the end of Merrell Dow , Justice Holmes was still
dissenting. Accordingly, Merrell Dow should be read in its entirety as treating the
absence of a federal private right of action as evidence relevant
to, but not dispositive of, the “sensitive judgments about
congressional intent” that §1331 requires. The absence of any
federal cause of action affected Merrell Dow ’s result two
ways. The Court saw the fact as worth some consideration in the
assessment of substantiality. But its primary importance emerged
when the Court treated the combination of no federal cause of
action and no preemption of state remedies for misbranding as an
important clue to Congress’s conception of the scope of
jurisdiction to be exercised under §1331. The Court saw the missing
cause of action not as a missing federal door key, always required,
but as a missing welcome mat, required in the circumstances, when
exercising federal jurisdiction over a state misbranding action
would have attracted a horde of original filings and removal cases
raising other state claims with embedded federal issues. For if the
federal labeling standard without a federal cause of action could
get a state claim into federal court, so could any other federal
standard without a federal cause of action. And that would have
meant a tremendous number of cases. One only needed to
consider the treatment of federal violations generally in garden
variety state tort law. “The violation of federal statutes and
regulations is commonly given negligence per se effect in state
tort proceedings.”[ Footnote 6 ]
Restatement (Third) of Torts (proposed final draft) §14, Comment a. See also W. Keeton, D. Dobbs, R. Keeton, & D. Owen,
Prosser and Keeton on Torts, §36, p. 221, n. 9 (5th ed.
1984) (“[T]he breach of a federal statute may support a negligence
per se claim as a matter of state law” (collecting authority)). A
general rule of exercising federal jurisdiction over state claims
resting on federal mislabeling and other statutory violations would
thus have heralded a potentially enormous shift of traditionally
state cases into federal courts. Expressing concern over the
“increased volume of federal litigation,” and noting the importance
of adhering to “legislative intent,” Merrell Dow thought
it improbable that the Congress, having made no provision for a
federal cause of action, would have meant to welcome any state-law
tort case implicating federal law “solely because the violation of
the federal statute is said to [create] a rebuttable presumption
[of negligence] … under state law.” 478 U. S., at 811–812 (internal
quotation marks omitted). In this situation, no welcome mat meant
keep out. Merrell Dow ’s analysis thus fits within the
framework of examining the importance of having a federal forum for
the issue, and the consistency of such a forum with Congress’s
intended division of labor between state and federal
courts. As already indicated, however, a
comparable analysis yields a different jurisdictional conclusion in
this case. Although Congress also indicated ambivalence in this
case by providing no private right of action to Grable, it is the
rare state quiet title action that involves contested issues of
federal law, see n. 3, supra . Consequently,
jurisdiction over actions like Grable’s would not materially
affect, or threaten to affect, the normal currents of litigation.
Given the absence of threatening structural consequences and the
clear interest the Government, its buyers, and its delinquents have
in the availability of a federal forum, there is no good reason to
shirk from federal jurisdiction over the dispositive and contested
federal issue at the heart of the state-law title claim.[ Footnote 7 ] IV The judgment of the
Court of Appeals, upholding federal jurisdiction over Grable’s
quiet title action, is affirmed. It is so ordered. Footnote
1 Accordingly, we have no
occasion to pass upon the proper interpretation of the federal tax
provision at issue here. Footnote
2 Compare Seinfeld v .
Austen , 39 F. 3d 761, 764 (CA7 1994) (finding that
federal-question jurisdiction over a state-law claim requires a
parallel federal private right of action), with Ormet
Corp. v . Ohio Power Co. , 98 F. 3d 799, 806 (CA4
1996) (finding that a federal private action is not
required). Footnote 3 The quiet title cases also show
the limiting effect of the requirement that the federal issue in a
state-law claim must actually be in dispute to justify
federal-question jurisdiction. In Shulthis v. McDougal, 225 U. S. 561 (1912), this Court found
that there was no federal question jurisdiction to hear a
plaintiff’s quiet title claim in part because the federal statutes
on which title depended were not subject to “any controversy
respecting their validity, construction, or effect.” Id., at 570. As the Court put it, the requirement of an actual dispute
about federal law was “especially” important in “suit[s] involving
rights to land acquired under a law of the United States,” because
otherwise “every suit to establish title to land in the central and
western states would so arise [under federal law], as all titles in
those States are traceable back to those laws.” Id., at
569–570. Footnote 4 Federal law does provide a quiet
title cause of action against the Federal Government. 28 U.
S. C. §2410. That right of action is not relevant here,
however, because the federal government no longer has any interest
in the property, having transferred its interest to Darue through
the quitclaim deed. Footnote 5 For an extremely rare exception
to the sufficiency of a federal right of action, see Shoshone
Mining Co. v. Rutter, 177 U. S. 505 , 507
(1900). Footnote 6 Other jurisdictions treat a
violation of a federal statute as evidence of negligence or, like
Ohio itself in Merrell Dow Pharmaceuticals Inc. v. Thompson, 478
U. S. 804 (1986), as creating a rebuttable presumption of
negligence. Restatement (Third) of Torts (proposed final draft)
§14, Comment c. Either approach could still implicate
issues of federal law. Footnote 7 At oral argument Grable’s counsel
espoused the position that after Merrell Dow ,
federal-question jurisdiction over state-law claims absent a
federal right of action, could be recognized only where a
constitutional issue was at stake. There is, however, no reason in
text or otherwise to draw such a rough line. As Merrell
Dow itself suggested, constitutional questions may be the more
likely ones to reach the level of substantiality that can justify
federal jurisdiction. 478 U. S., at 814, n. 12. But a flat ban
on statutory questions would mechanically exclude significant
questions of federal law like the one this case
presents. 545 U. S. ____ (2005) GRABLE & SONS METAL PRODUCTS, INC. V. DARUEENGINEERING &
MFG. 545 U. S. ____ (2005) SUPREME COURT OF THE UNITED STATES NO. 04-603 GRABLE & SONS METAL PRODUCTS, INC., PETITIONER v. DARUE ENGINEERING & MANUFACTURING

															on writ of certiorari to the united states court of
appeals for the sixth circuit

															[June 13, 2005]

															   Justice Thomas, concurring.

															   The Court faithfully applies our
precedents interpreting 28 U. S. C. §1331 to authorize
federal-court jurisdiction over some cases in which state law
creates the cause of action but requires determination of an issue
of federal law, e.g., Smith v. Kansas City
Title & Trust Co., 255 U. S. 180 (1921); Merrell Dow Pharmaceuticals Inc. v. Thompson, 478 U. S. 804 (1986). In this case, no
one has asked us to overrule those precedents and adopt the rule
Justice Holmes set forth in American Well Works Co. v. Layne & Bowler Co., 241 U. S. 257 (1916),
limiting §1331 jurisdiction to cases in which federal law creates
the cause of action pleaded on the face of the plaintiff’s
complaint. Id. , at 260. In an appropriate case, and
perhaps with the benefit of better evidence as to the original
meaning of §1331’s text, I would be willing to consider that
course.*

															   Jurisdictional rules should be clear. Whatever
the virtues of the Smith standard, it is anything but
clear. Ante , at 4 (the standard “calls for a ‘common-sense
accommodation of judgment to [the] kaleidoscopic situations’ that
present a federal issue, in ‘a selective process which picks the
substantial causes out of the web and lays the other ones
aside’ ” (quoting Gully v. First Nat. Bank in
Meridian, 299
U. S. 109 , 117–118 (1936))); ante , at 5 (“[T]he
question is, does a state-law claim necessarily raise a stated
federal issue, actually disputed and substantial, which a federal
forum may entertain without disturbing any congressionally approved
balance of federal and state judicial responsibilities”); ante , at 9 (“ ‘[D]eterminations about federal
jurisdiction require sensitive judgments about congressional
intent, judicial power, and the federal system’ ”; “the
absence of a federal private right of action [is] evidence relevant
to, but not dispositive of, the ‘sensitive judgments about
congressional intent’ that §1331 requires” (quoting Merrell
Dow , supra , at 810)).

															   Whatever the vices of the American Well Works rule, it is clear. Moreover, it accounts for
the “ ‘vast majority’ ” of cases that come within §1331
under our current case law, Merrell Dow , supra ,
at 808 (quoting Franchise Tax Bd. of Cal. v. Construction Laborers Vacation Trust for Southern Cal., 463 U. S. 1 , 9
(1983))—further indication that trying to sort out which cases fall
within the smaller Smith category may not be worth the
effort it entails. See R. Fallon, D. Meltzer, & D. Shapiro,
Hart and Wechsler’s The Federal Courts and the Federal System
885–886 (5th ed. 2003). Accordingly, I would be willing in
appropriate circumstances to reconsider our interpretation of
§1331.

															* This Court has long construed the scope of
the statutory grant of federal-question jurisdiction more narrowly
than the scope of the constitutional grant of such jurisdiction.
See Merrell Dow Pharmaceuticals Inc. v. Thompson, 478 U. S. 804 , 807–808 (1986). I
assume for present purposes that this distinction is proper—that
is, that the language of 28 U. S. C. §1331, “[t]he district
courts shall have original jurisdiction of all civil actions
arising under the Constitution, laws, or treaties of the
United States” (emphasis added), is narrower than the language of
Art. III, §2, cl. 1, of the Constitution, “[t]he judicial
Power shall extend to all Cases , in Law and Equity, arising under this Constitution, the Laws of the United
States, and Treaties made, or which shall be made, under their
Authority … ” (emphases added).

Summary: The Supreme Court ruled that a federal court can hear a state-law claim if it necessarily raises a disputed and substantial federal issue, even if the federal law does not create a private right of action. In this case, the Court held that a state quiet title action, based on an alleged failure to provide proper notice under federal tax law, could be heard in federal court as it involved the interpretation of a federal statute.