## Facts

- A federally recognized Indian tribe contracted with C & L Enterprises, Inc., a private contractor, to install a roof on a commercial building in Shawnee, Oklahoma, located on off-reservation, nontrust property.
- The parties used a standard form construction contract containing (1) a mandatory arbitration clause under American Arbitration Association (AAA) rules and (2) a choice-of-law clause selecting the law of the project’s location (Oklahoma).
- The arbitration clause provided that any arbitration award would be final and that judgment could be entered “in accordance with applicable law in any court having jurisdiction.”
- Before C & L began work, the Tribe changed roofing materials, solicited new bids, and hired another contractor.
- C & L demanded arbitration for breach; the Tribe asserted sovereign immunity and did not participate, though it notified the arbitrator it had substantive defenses.
- The arbitrator issued an award for C & L, and C & L sought confirmation in an Oklahoma state district court.
- The Tribe appeared to move to dismiss on sovereign-immunity grounds; the trial court denied dismissal and confirmed the award.
- After an intervening Supreme Court decision reaffirmed that tribal immunity bars state-court suits absent congressional authorization or tribal waiver, the Oklahoma appellate court held there was no clear waiver and dismissed; the Supreme Court granted review.

## Issues

1. Whether a tribe clearly waives sovereign immunity from a state-court action to confirm and enforce an arbitration award by agreeing to arbitrate disputes, adopting AAA rules contemplating court entry of judgment, and selecting state law that authorizes state-court enforcement of arbitration awards.
2. Whether an enforceable waiver requires an express reference to “sovereign immunity,” rather than contract terms that, by their operation, contemplate judicial enforcement.

## Decision

- The Supreme Court unanimously reversed the Oklahoma Court of Civil Appeals and remanded.
- The Court held that the Tribe waived sovereign immunity from C & L’s state-court enforcement action.
- The arbitration clause, incorporated AAA rules, and Oklahoma choice-of-law provision together showed clear consent to arbitration and to state-court enforcement of the resulting award.
- The Court rejected the argument that waiver required “magic words” expressly referencing sovereign immunity.

## Legal Principles

- Indian tribes are immune from suit in state court unless Congress has authorized the suit or the tribe has clearly waived immunity.
- A waiver is sufficiently clear when contract terms require arbitration and contemplate judicial confirmation and enforcement of an arbitration award in courts with jurisdiction, including state courts.
- Incorporation of arbitration rules and selection of governing state law may supply the necessary clarity by demonstrating consent to the state-court enforcement mechanism.
- A waiver need not use specific phrases (including an express reference to “sovereign immunity”) if the contract’s dispute-resolution structure plainly anticipates suit to enforce an arbitral award.

## Conclusion

Because the Tribe drafted and signed a contract mandating arbitration, incorporating AAA rules permitting entry of judgment in state or federal court, and selecting Oklahoma law authorizing state-court enforcement of awards, the Tribe clearly consented to the state-court proceeding and waived sovereign immunity as to C & L’s action to confirm and enforce the arbitration award.


C & L Enters., Inc. v. Citizen Band Potawatomi Indian Tribe of Okla., 532 U.S. 411 (2001)