DAVID SUSKI V. COINBASE, INC., 55 F.4th 1227

Plaintiffs (David Suski and three other users) created Coinbase accounts and agreed to the Coinbase User Agreement, which included an arbitration provision.
Plaintiffs later opted into Coinbase’s Dogecoin Sweepstakes by agreeing to the Sweepstakes’ Official Rules, which include a forum-selection clause designating California courts as having exclusive jurisdiction over sweepstakes disputes.
Plaintiffs sued Coinbase and Marden-Kane, Inc. (a vendor who ran the sweepstakes) under California’s False Advertising Law, Unfair Competition Law, and Consumer Legal Remedies Act.
Coinbase moved to compel arbitration. The district court denied the motion, concluding the User Agreement’s delegation clause did not cover the question which contract governed the dispute and that the Official Rules superseded the User Agreement.
On appeal, the Ninth Circuit reviewed de novo and addressed (1) whether the delegation clause delegated the arbitrability question and (2) whether the Official Rules’ forum-selection clause superseded the arbitration clause.
The Ninth Circuit affirmed: the arbitrability question was for the court (not an arbitrator), and the Official Rules’ forum-selection clause prevailed over the User Agreement’s arbitration clause.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the User Agreement's delegation clause delegates to an arbitrator the question whether the Sweepstakes' Official Rules supersede the arbitration clause	Suski: This is a formation/existence issue (not a scope question) and therefore for the court to decide	Coinbase: The supersession question concerns scope of the arbitration clause and thus is delegated to the arbitrator (relying on Mohamed)	Court: The question implicates existence/formation (Goldman) and is not delegated; court decides arbitrability
Whether the Sweepstakes' Official Rules forum-selection clause supersedes the User Agreement's arbitration clause	Suski: The later Official Rules, by providing exclusive California-court jurisdiction for sweepstakes disputes, manifest intent to govern sweepstakes disputes and supersede the earlier arbitration clause	Coinbase: The User Agreement's integration and amendment clauses prevent supersession; the provisions can be harmonized so the forum clause applies only to non-arbitrable claims (relying on Mohamed/Peterson)	Court: Under California law a later contract on same subject prevails when inconsistent; the Official Rules conflict with and supersede the arbitration clause, so arbitration is not compelled

Oracle Am. Inc. v. Myriad Grp. A.G., 724 F.3d 1069 (9th Cir. 2013) (party intent to delegate arbitrability must be clear and unmistakable)
Mohamed v. Uber Techs., Inc., 848 F.3d 1201 (9th Cir. 2016) (delegation clause can be clear even when same contract contains a forum-selection clause)
Goldman, Sachs & Co. v. City of Reno, 747 F.3d 733 (9th Cir. 2014) (distinguishes scope from existence; later forum-selection clause can negate arbitration obligation)
Ahlstrom v. DHI Mortg. Co., 21 F.4th 631 (9th Cir. 2021) (issues of contract formation may not be delegated to arbitrator)
Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (2019) (parties may agree to delegate threshold arbitrability questions to arbitrator)
Portland Gen. Elec. Co. v. Liberty Mut. Ins. Co., 862 F.3d 981 (9th Cir. 2017) (distinguishes disputes about whether a claim falls within arbitration scope)
Holl v. U.S. Dist. Court (In re Holl), 925 F.3d 1076 (9th Cir. 2019) (state-law contract principles govern whether parties agreed to arbitrate)