SOVEREIGN IMMUNITY WAIVER

Caremark LLC v. Choctaw Nation, 104 F. 4th 81

Choctaw Nation filed suit against Caremark in the Eastern District of Oklahoma, alleging that Caremark had failed to reimburse it for insurance premiums that the Nation had paid on behalf of its members, as required under federal law. Caremark successfully stayed the lawsuit and filed a petition to compel arbitration in the District Court of Arizona, based on an agreement requiring arbitration in Scottsdale, Arizona. The Nation opposed the motion, contending that the tribe had not authorized litigating in Arizona and therefore had not waived sovereign immunity. The petition was granted, and the Nation appealed.

The Ninth Circuit affirmed. The Provider Agreements and the incorporated Provider Manuals stated that "[a]ny and all disputes between Provider and Caremark . . . will be exclusively settled by arbitration," and specified that "[a]ny such arbitration must be conducted in Scottsdale, Arizona and Provider agrees to such jurisdiction, unless otherwise agreed to by the parties in writing." The arbitration provision also adopted the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (AAA), which provided that "[p]arties to an arbitration under these Rules shall be deemed to have consented that judgment upon the arbitration award may be entered in any federal or state court having jurisdiction thereof." The arbitration provision also provided that "[t]his arbitration agreement . . shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16."

The incorporated Provider Manuals thus clearly and unambiguously waived the Nation's sovereign immunity from arbitration proceedings in the District of Arizona. They memorialized the Nation's commitment to the dispute resolution regime that the agreements required, and that commitment came with practical consequences: the Nation agreed that any arbitration would take place "in Scottsdale, Arizona and Provider agrees to such jurisdiction."