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NOTICE: This opinion is subject to formal revision before publication in the
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SUPREME COURT OF THE UNITED STATES
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No. 94-560
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FIRST OPTIONS OF CHICAGO, INC., PETITIONER
v. MANUEL KAPLAN, et ux. and MK
INVESTMENTS, INC.
on writ of certiorari to the united states court
of appeals for the third circuit
[May 22, 1995]

  Justice Breyer delivered the opinion of the Court.
  In this case we consider two questions about how
courts should review certain matters under the federal
Arbitration Act, 9 U. S. C. 1 et seq. (1988 ed. and
Supp. V): (1) how a district court should review an
arbitrator's decision that the parties agreed to arbitrate
a dispute, and (2) how a court of appeals should review
a district court's decision confirming, or refusing to
vacate, an arbitration award.

                            I
  The case concerns several related disputes between, on
one side, First Options of Chicago, Inc., a firm that
clears stock trades on the Philadelphia Stock Exchange,
and, on the other side, three parties: Manuel Kaplan;
his wife, Carol Kaplan; and his wholly owned investment
company, MK Investments, Inc. (MKI), whose trading
account First Options cleared.  The disputes center
around a -workout- agreement, embodied in four sepa-
rate documents, which governs the -working out- of
debts to First Options that MKI and the Kaplans
incurred as a result of the October 1987 stock market
crash.  In 1989, after entering into the agreement, MKI
lost an additional $1.5 million.  First Options then took
control of, and liquidated, certain MKI assets; demanded
immediate payment of the entire MKI debt; and insisted
that the Kaplans personally pay any deficiency.  When
its demands went unsatisfied, First Options sought
arbitration by a panel of the Philadelphia Stock
Exchange.
  MKI, having signed the only workout document (out
of four) that contained an arbitration clause, accepted
arbitration.  The Kaplans, however, who had not
personally signed that document, denied that their
disagreement with First Options was arbitrable and filed
written objections to that effect with the arbitration
panel.  The arbitrators decided that they had the power
to rule on the merits of the parties' dispute, and did so
in favor of First Options.  The Kaplans then asked the
Federal District Court to vacate the arbitration award,
see 9 U. S. C. 10 (1988 ed., Supp. V), and First
Options requested its confirmation, see 9.  The court
confirmed the award.  Nonetheless, on appeal the Court
of Appeals for the Third Circuit agreed with the Kaplans
that their dispute was not arbitrable; and it reversed
the District Court's confirmation of the award against
them.  19 F. 3d 1503 (1994).
  We granted certiorari to consider two questions regard-
ing the standards that the Court of Appeals used to
review the determination that the Kaplans' dispute with
First Options was arbitrable.  513 U. S. ___ (1994).
First, the Court of Appeals said that courts -should
independently decide whether an arbitration panel has
jurisdiction over the merits of any particular dispute.-
19 F. 3d, at 1509 (emphasis added).  First Options
asked us to decide whether this is so (i.e., whether
courts, in -reviewing the arbitrators' decision on arbitra-
bility,- should -apply a de novo standard of review or
the more deferential standard applied to arbitrators'
decisions on the merits-) when the objecting party
-submitted the issue to the arbitrators for decision.-
Pet. for Cert. i.  Second, the Court of Appeals stated
that it would review a district court's denial of a motion
to vacate a commercial arbitration award (and the
correlative grant of a motion to confirm it) -de novo.-
19 F. 3d, at 1509.  First Options argues that the Court
of Appeals instead should have applied an -abuse of
discretion- standard.  See Robbins v. Day, 954 F. 2d
679, 681-682 (CA11 1992).

                           II
  The first question-the standard of review applied to
an arbitrator's decision about arbitrability-is a narrow
one.  To understand just how narrow, consider three
types of disagreement present in this case.  First, the
Kaplans and First Options disagree about whether the
Kaplans are personally liable for MKI's debt to First
Options.  That disagreement makes up the merits of the
dispute.  Second, they disagree about whether they
agreed to arbitrate the merits.  That disagreement is
about the arbitrability of the dispute.  Third, they
disagree about who should have the primary power to
decide the second matter.  Does that power belong
primarily to the arbitrators (because the court reviews
their arbitrability decision deferentially) or to the court
(because the court makes up its mind about arbitrability
independently)?  We consider here only this third
question.
  Although the question is a narrow one, it has a
certain practical importance.  That is because a party
who has not agreed to arbitrate will normally have a
right to a court's decision about the merits of its dispute
(say, as here, its obligation under a contract).  But,
where the party has agreed to arbitrate, he or she, in
effect, has relinquished much of that right's practical
value.  The party still can ask a court to review the
arbitrator's decision, but the court will set that decision
aside only in very unusual circumstances.  See, e.g., 9
U. S. C. 10 (award procured by corruption, fraud, or
undue means; arbitrator exceeded his powers); Wilko v.
Swan, 346 U. S. 427, 436-437 (1953) (parties bound by
arbitrator's decision not in -manifest disregard- of the
law), overruled on other grounds, Rodriguez de Quijas v.
Shearson/American Express, Inc., 490 U. S. 477 (1989).
Hence, who-court or arbitrator-has the primary
authority to decide whether a party has agreed to
arbitrate can make a critical difference to a party
resisting arbitration.
  We believe the answer to the -who- question (i.e., the
standard-of-review question) is fairly simple.  Just as
the arbitrability of the merits of a dispute depends upon
whether the parties agreed to arbitrate that dispute, see,
e.g., Mastrobuono v. Shearson Lehman Hutton, Inc., 514
U. S. ___, ___ (1995) (slip op., at 5); Mitsubishi Motors
Corp. v. Soler Chrysler-Plymouth, Inc., 473 U. S. 614,
626 (1985), so the question -who has the primary power
to decide arbitrability- turns upon what the parties
agreed about that matter.  Did the parties agree to
submit the arbitrability question itself to arbitration?  If
so, then the court's standard for reviewing the
arbitrator's decision about that matter should not differ
from the standard courts apply when they review any
other matter that parties have agreed to arbitrate.  See
AT&T Technologies, Inc. v. Communications Workers,
475 U. S. 643, 649 (1986) (parties may agree to arbitrate
arbitrability); Steelworkers v. Warrior & Gulf Navigation
Co., 363 U. S. 574, 583, n. 7 (1960) (same).  That is to
say, the court should give considerable leeway to the
arbitrator, setting aside his or her decision only in
certain narrow circumstances.  See, e.g., 9 U. S. C. 10.
If, on the other hand, the parties did not agree to
submit the arbitrability question itself to arbitration,
then the court should decide that question just as it
would decide any other question that the parties did not
submit to arbitration, namely independently.  These two
answers flow inexorably from the fact that arbitration is
simply a matter of contract between the parties; it is a
way to resolve those disputes-but only those
disputes-that the parties have agreed to submit to
arbitration.  See, e.g., AT&T Technologies, supra, at 649;
Mastrobuono, supra, at ___, and n. 9 (slip op., at 5-6);
Allied-Bruce Terminix Cos. v. Dobson, 513 U. S. ___, ___
(1995) (slip op., at 4); Mitsubishi Motors Corp., supra, at
625-626.
  We agree with First Options, therefore, that a court
must defer to an arbitrator's arbitrability decision when
the parties submitted that matter to arbitration.
Nevertheless, that conclusion does not help First Options
win this case.  That is because a fair and complete
answer to the standard-of-review question requires a
word about how a court should decide whether the
parties have agreed to submit the arbitrability issue to
arbitration.  And, that word makes clear that the
Kaplans did not agree to arbitrate arbitrability here.
  When deciding whether the parties agreed to arbitrate
a certain matter (including arbitrability), courts gener-
ally (though with a qualification we discuss below)
should apply ordinary state-law principles that govern
the formation of contracts.  See, e.g., Mastrobuono,
supra, at ___, and n. 9 (slip op., at 11, and n. 9); Volt
Information Sciences, Inc. v. Board of Trustees of Leland
Stanford Junior Univ., 489 U. S. 468, 475-476 (1989);
Perry v. Thomas, 482 U. S. 483, 492-493, n. 9 (1987); G.
Wilner, 1 Domke on Commercial Arbitration 4:04, p. 15
(rev. ed. Supp. 1993) (hereinafter Domke).  The relevant
state law here, for example, would require the court to
see whether the parties objectively revealed an intent to
submit the arbitrability issue to arbitration.  See, e.g.,
Estate of Jesmer v. Rohlev, 241 Ill. App. 3d 798, 803,
609 N. E. 2d 816, 820 (1993) (law of the State whose
law governs the workout agreement); Burkett v. Allstate
Ins. Co., 368 Pa. 600, 608, 534 A. 2d 819, 823-824
(1987) (law of the State where the Kaplans objected to
arbitrability).  See generally Mitsubishi Motors, supra,
at 626.
  This Court, however, has (as we just said) added an
important qualification, applicable when courts decide
whether a party has agreed that arbitrators should
decide arbitrability: Courts should not assume that the
parties agreed to arbitrate arbitrability unless there is
-clea[r] and unmistakabl[e]- evidence that they did so.
AT&T Technologies, supra, at 649; see Warrior & Gulf,
supra, at 583, n. 7.  In this manner the law treats
silence or ambiguity about the question -who (primarily)
should decide arbitrability- differently from the way it
treats silence or ambiguity about the question -whether
a particular merits-related dispute is arbitrable because
it is within the scope of a valid arbitration agree-
ment--for in respect to this latter question the law
reverses the presumption.  See Mitsubishi Motors, supra,
at 626 (-`[A]ny doubts concerning the scope of arbitrable
issues should be resolved in favor of arbitration'-)
(quoting Moses H. Cone Memorial Hospital v. Mercury
Constr. Corp., 460 U. S. 1, 24-25 (1983)); Warrior &
Gulf, supra, at 582-583.
  But, this difference in treatment is understandable.
The latter question arises when the parties have a
contract that provides for arbitration of some issues.  In
such circumstances, the parties likely gave at least some
thought to the scope of arbitration.  And, given the law's
permissive policies in respect to arbitration, see, e.g.,
Mitsubishi Motors, supra, at 626, one can understand
why the law would insist upon clarity before concluding
that the parties did not want to arbitrate a related
matter.  See Domke 12.02, p. 156 (issues will be
deemed arbitrable unless -it is clear that the arbitration
clause has not included- them).  On the other hand, the
former question-the -who (primarily) should decide
arbitrability- question-is rather arcane.  A party often
might not focus upon that question or upon the signifi-
cance of having arbitrators decide the scope of their own
powers.  Cf. Cox, Reflections Upon Labor Arbitration, 72
Harv. L. Rev. 1482, 1508-1509 (1959), cited in Warrior
& Gulf, 363 U. S., at 583, n.  7.  And, given the
principle that a party can be forced to arbitrate only
those issues it specifically has agreed to submit to
arbitration, one can understand why courts might
hesitate to interpret silence or ambiguity on the -who
should decide arbitrability- point as giving the arbitra-
tors that power, for doing so might too often force
unwilling parties to arbitrate a matter they reasonably
would have thought a judge, not an arbitrator, would
decide.  Ibid.  See generally Dean Witter Reynolds Inc.
v. Byrd, 470 U. S. 213, 219-220 (1985) (Arbitration Act's
basic purpose is to -ensure judicial enforcement of
privately made agreements to arbitrate-).
  On the record before us, First Options cannot show
that the Kaplans clearly agreed to have the arbitrators
decide (i.e., to arbitrate) the question of arbitrability.
First Options relies on the Kaplans' filing with the
arbitrators a written memorandum objecting to the
arbitrators' jurisdiction.  But merely arguing the arbitra-
bility issue to an arbitrator does not indicate a clear
willingness to arbitrate that issue, i.e., a willingness to
be effectively bound by the arbitrator's decision on that
point.  To the contrary, insofar as the Kaplans were
forcefully objecting to the arbitrators deciding their
dispute with First Options, one naturally would think
that they did not want the arbitrators to have binding
authority over them.  This conclusion draws added
support from (1) an obvious explanation for the Kaplans'
presence before the arbitrators (i.e., that MKI, Mr.
Kaplan's wholly owned firm, was arbitrating workout
agreement matters); and (2) Third Circuit law that
suggested that the Kaplans might argue arbitrability to
the arbitrators without losing their right to independent
court review, Teamsters v. Western Pennsylvania Motor
Carriers Assn., 574 F. 2d 783, 786-788 (1978); see 19 F.
3d, at 1512, n. 13.
  First Options makes several counterarguments: (1)
that the Kaplans had other ways to get an independent
court decision on the question of arbitrability without
arguing the issue to the arbitrators (e.g., by trying to
enjoin the arbitration, or by refusing to participate in
the arbitration and then defending against a court
petition First Options would have brought to compel
arbitration, see 9 U. S. C. 4); (2) that permitting
parties to argue arbitrability to an arbitrator without
being bound by the result would cause delay and waste
in the resolution of disputes; and (3) that the Arbitration
Act therefore requires a presumption that the Kaplans
agreed to be bound by the arbitrators' decision, not the
contrary.  The first of these points, however, while true,
simply does not say anything about whether the Kaplans
intended to be bound by the arbitrators' decision.  The
second point, too, is inconclusive, for factual circumstanc-
es vary too greatly to permit a confident conclusion
about whether allowing the arbitrator to make an initial
(but independently reviewable) arbitrability determina-
tion would, in general, slow down the dispute resolution
process.  And, the third point is legally erroneous, for
there is no strong arbitration-related policy favoring
First Options in respect to its particular argument here.
After all, the basic objective in this area is not to
resolve disputes in the quickest manner possible, no
matter what the parties' wishes, Dean Witter Reynolds,
supra, at 219-220, but to ensure that commercial
arbitration agreements, like other contracts, -`are
enforced according to their terms,'- Mastrobuono, 514
U. S., at ___ (slip op., at 1) (quoting Volt Information
Sciences, 489 U. S., at 479), and according to the
intentions of the parties, Mitsubishi Motors, 473 U. S.,
at 626.  See Allied-Bruce, 513 U. S., at ___ (slip op., at
4).  That policy favors the Kaplans, not First Options.
  We conclude that, because the Kaplans did not clearly
agree to submit the question of arbitrability to arbitra-
tion, the Court of Appeals was correct in finding that
the arbitrability of the Kaplan/First Options dispute was
subject to independent review by the courts.

                           III
  We turn next to the standard a court of appeals
should apply when reviewing a district court decision
that refuses to vacate, see 9 U. S. C. 10 (1988 ed.,
Supp. V), or confirms, see 9, an arbitration award.
Although the Third Circuit sometimes used the words
-de novo- to describe this standard, its opinion makes
clear that it simply believes (as do all Circuits but one)
that there is no special standard governing its review of
a district court's decision in these circumstances.
Rather, review of, for example, a district court decision
confirming an arbitration award on the ground that the
parties agreed to submit their dispute to arbitration,
should proceed like review of any other district court
decision finding an agreement between parties, i.e.,
accepting findings of fact that are not -clearly erroneous-
but deciding questions of law de novo.  See 19 F. 3d, at
1509.
  One Court of Appeals, the Eleventh Circuit, has said
something different.  Because of federal policy favoring
arbitration, that court says that it applies a specially
lenient -abuse of discretion- standard (even as to
questions of law) when reviewing district court decisions
that confirm (but not those that set aside) arbitration
awards.  See, e.g., Robbins v. Day, 954 F. 2d, at
681-682.  First Options asks us to hold that the
Eleventh Circuit's view is correct.
  We believe, however, that the majority of Circuits is
right in saying that courts of appeals should apply
ordinary, not special, standards when reviewing district
court decisions upholding arbitration awards.  For one
thing, it is undesirable to make the law more compli-
cated by proliferating review standards without good
reasons.  More importantly, the reviewing attitude that
a court of appeals takes toward a district court decision
should depend upon -the respective institutional advan-
tages of trial and appellate courts,- not upon what
standard of review will more likely produce a particular
substantive result.  Salve Regina College v. Russell, 499
U. S. 225, 231-233 (1991).  The law, for example, tells
all courts (trial and appellate) to give administrative
agencies a degree of legal leeway when they review
certain interpretations of the law that those agencies
have made.  See, e.g., Chevron U. S. A. Inc. v. Natural
Resources Defense Council, Inc., 467 U. S. 837, 843-844
(1984).  But, no one, to our knowledge, has suggested
that this policy of giving leeway to agencies means that
a court of appeals should give extra leeway to a district
court decision that upholds an agency.  Similarly, courts
grant arbitrators considerable leeway when reviewing
most arbitration decisions; but that fact does not mean
that appellate courts should give extra leeway to district
courts that uphold arbitrators.  First Options argues
that the Arbitration Act is special because the Act, in
one section, allows courts of appeals to conduct interloc-
utory review of certain antiarbitration district court
rulings (e.g, orders enjoining arbitrations), but not those
upholding arbitration (e.g., orders refusing to enjoin
arbitrations).  9 U. S. C. 16 (1988 ed., Supp. V).  But
that portion of the Act governs the timing of review; it
is therefore too weak a support for the distinct claim
that the court of appeals should use a different standard
when reviewing certain district court decisions.  The Act
says nothing about standards of review.
  We conclude that the Court of Appeals used the
proper standards for reviewing the District Court's
arbitrability determinations.

                           IV
  Finally, First Options argues that, even if we rule
against it on the standard-of-review questions, we
nonetheless should hold that the Court of Appeals erred
in its ultimate conclusion that the merits of the
Kaplan/First Options dispute were not arbitrable.  This
factbound issue is beyond the scope of the questions we
agreed to review.
  The judgment of the Court of Appeals is affirmed.

                                      It is so ordered.