(Slip Opinion) OCTOBER TERM, 2023 1
Syllabus
NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being done in connection with this case, at the time the opinion is issued.
The syllabus constitutes no part of the opinion of the Court but has been
prepared by the Reporter of Decisions for the convenience of the reader.
See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.
SUPREME COURT OF THE UNITED STATES
Syllabus
BISSONNETTE ET AL. v. LEPAGE BAKERIES PARK ST.,
LLC, ET AL.
CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
THE SECOND CIRCUIT
No. 23–51. Argued February 20, 2024—Decided April 12, 2024
Respondent Flowers Foods, Inc. produces and markets baked goods that
are distributed nationwide. Petitioners Neal Bissonnette and Tyler
Wojnarowski owned the rights to distribute Flowers products in cer-
tain parts of Connecticut. To purchase those rights, they entered into
contracts with Flowers that require any disputes to be arbitrated un-
der the Federal Arbitration Act, 9 U. S. C. §1 et seq. After petitioners
sued Flowers and two of its subsidiaries for violating state and federal
wage laws, Flowers moved to compel arbitration. Petitioners re-
sponded that they are exempt from coverage under the FAA because
they fall within an exception in §1 of the Act for “contracts of employ-
ment of seamen, railroad employees, or any other class of workers en-
gaged in foreign or interstate commerce.” The District Court dismissed
the case in favor of arbitration, concluding that petitioners were not
“transportation workers” exempt from the Act under §1. The Second
Circuit ultimately affirmed on the ground that the §1 exemption was
available only to workers in the transportation industry, but that pe-
titioners were in the bakery industry. 49 F. 4th 655, 661–662.
Held: A transportation worker need not work in the transportation in-
dustry to be exempt from coverage under §1 of the FAA. Pp. 4–9.
(a) The Court has long recognized that the exemption in §1 is limited
to transportation workers. See Circuit City Stores, Inc. v. Adams, 532
U. S. 105. Applying the ejusdem generis canon of statutory interpreta-
tion to §1, the Court in Circuit City read the general phrase “class of
workers engaged in . . . commerce” to be “controlled and defined by
reference to” the specific categories “seamen” and “railroad employees”
that precede it. Id., at 115. The Court concluded that the “linkage”
between “seamen” and “railroad employees” is that they are both
2 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC
Syllabus
transportation workers, id., at 118–119, 121, and the Court thus inter-
preted the class of workers in the residual clause of §1 to be limited in
the same way.
The Court again considered the scope of the residual clause in
Southwest Airlines Co. v. Saxon and declined to adopt an industrywide
approach to §1, rejecting the employee’s claim that she was a member
of a “class of workers engaged in foreign or interstate commerce”
simply because she worked for an airline and carried out its customary
work. See 596 U. S. 450, 460. Instead, the language of §1—referring
to “ ‘workers’ ” who are “engaged” in commerce—focuses on the perfor-
mance of work rather than the industry of the employer. Id., at 456
(quoting New Prime Inc. v. Oliveira, 586 U. S. 105, 116). The relevant
question was what the employee does at the airline, not what the air-
line does generally. Saxon, 596 U. S., at 456.
Here the Second Circuit fashioned its transportation-industry re-
quirement without any guide in the text of §1 or this Court’s prece-
dents. The Second Circuit decided that an entity would be considered
within the transportation industry if it “pegs its charges chiefly to the
movement of goods or passengers” and its “predominant source of com-
mercial revenue is generated by that movement.” 49 F.4th, at 661.
But that test would often turn on arcane riddles about the nature of a
company’s services. For example, does a pizza delivery company de-
rive its revenue mainly from pizza or delivery? Extensive discovery
might be necessary before deciding a motion to compel arbitration,
adding expense and delay to every FAA case. That “complexity and
uncertainty” would “ ‘breed[ ] litigation from a statute that seeks to
avoid it.’ ” Circuit City, 532 U. S., at 123 (quoting Allied-Bruce Ter-
minix Cos. v. Dobson, 513 U. S. 265, 275). Pp. 4–7.
(b) Flowers argues that the §1 exemption would sweep too broadly
without an implied transportation-industry requirement. Because
“virtually all products move in interstate commerce,” Flowers warns
that nearly all workers who load or unload goods would be exempt from
arbitration. But §1 does not define the class of exempt workers in such
limitless terms. Instead, as the Court held in Saxon, a transportation
worker is one who is “actively” “ ‘engaged in transportation’ of . . . goods
across borders via the channels of foreign or interstate commerce.” 596
U. S., at 458 (quoting Circuit City, 532 U. S., at 121). In other words,
a transportation worker “must at least play a direct and ‘necessary role
in the free flow of goods’ across borders.” 596 U. S., at 458 (quoting
Circuit City, 532 U. S., at 121). These requirements “undermine[ ] any
attempt to give the provision a sweeping, open-ended construction,”
instead limiting §1 to its appropriately “narrow” scope. Id., at 118. Pp.
7–9.
49 F. 4th 655, vacated and remanded.
Cite as: 601 U. S. ____ (2024) 3
Syllabus
ROBERTS, C. J., delivered the opinion for a unanimous Court.
Cite as: 601 U. S. ____ (2024) 1
Opinion of the Court
NOTICE: This opinion is subject to formal revision before publication in the
United States Reports. Readers are requested to notify the Reporter of
Decisions, Supreme Court of the United States, Washington, D. C. 20543,
pio@supremecourt.gov, of any typographical or other formal errors.
SUPREME COURT OF THE UNITED STATES
_________________
No. 23–51
_________________
NEAL BISSONNETTE, ET AL., PETITIONERS v.
LEPAGE BAKERIES PARK ST., LLC, ET AL.
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF
APPEALS FOR THE SECOND CIRCUIT
[April 12, 2024]
CHIEF JUSTICE ROBERTS delivered the opinion of the
Court.
Neal Bissonnette and Tyler Wojnarowski worked as dis-
tributors for Flowers Foods, Inc., a multibillion-dollar pro-
ducer and marketer of baked goods. After they sued Flow-
ers for violating state and federal wage laws, Flowers
moved to compel arbitration under the Federal Arbitration
Act. The question presented is whether the exemption from
coverage under that Act for any “class of workers engaged
in foreign or interstate commerce” is limited to workers
whose employers are in the transportation industry. 9
U. S. C. §1.
I
Flowers Foods, Inc. is “the second-largest producer and
marketer of packaged bakery foods” in the United States.1
Flowers Foods, www.flowersfoods.com (Mar. 14, 2024). One
of its flagship products is Wonder Bread, which it promotes
with a 95-foot-tall hot air balloon and a parade float called
——————
1 In addition to Flowers, two of its subsidiaries, C. K. Sales Co., LLC,
and LePage Bakeries Park St., LLC, are defendants below and respond-
ents here. We refer to respondents collectively as “Flowers.”
2 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC
Opinion of the Court
The Wondership. Flowers also makes and markets other
baked goods such as tortillas, bagels, Butterscotch
Krimpets, and Jumbo Honey Buns in more than 40 bakeries
located in 19 States. Ibid. From there, these products are
distributed across the country.
But Flowers is not solely responsible for getting its baked
goods to customers. Some of its subsidiaries use a “direct-
store-delivery” system in which franchisees buy the rights
to distribute Flowers products in particular geographic ter-
ritories. Those distributors purchase the baked goods from
Flowers and then market, sell, and deliver them to retail-
ers. App. 2; 49 F. 4th 655, 658 (CA2 2022).
Bissonnette and Wojnarowski were franchisees who
owned the rights to distribute Flowers products in certain
parts of Connecticut. Flowers baked the bread and buns
and sent them to a warehouse in Waterbury. Bissonnette
and Wojnarowski picked them up and distributed them to
local shops. They allegedly spent at least forty hours a
week delivering Flowers products in their territories. But
their jobs extended beyond carrying the products from
Point A to Point B. They also found new retail outlets, ad-
vertised, set up promotional displays, and maintained their
customers’ inventories by ordering baked goods from Flow-
ers, stocking shelves, and replacing expired products. App.
1–3, 5; 49 F. 4th, at 658; 460 F. Supp. 3d 191, 194, 200
(Conn. 2020).
To purchase the rights to their territories, Bissonnette
and Wojnarowski signed Distributor Agreements with
Flowers. Those contracts incorporate separate Arbitration
Agreements that require “any claim, dispute, and/or contro-
versy” to be arbitrated under the Federal Arbitration Act
(FAA), 9 U. S. C. §1 et seq.; App. 64, 133; see also id., at 37,
104–105.
In 2019, Bissonnette and Wojnarowski brought a puta-
tive class action claiming that Flowers had underpaid them
in violation of state and federal law. They alleged that
Cite as: 601 U. S. ____ (2024) 3
Opinion of the Court
Flowers had taken unlawful deductions from their wages,
failed to pay them overtime, and unjustly enriched itself by
requiring them to pay for distribution rights and operating
expenses. Flowers moved to dismiss or to compel arbitra-
tion under the FAA, arguing that the contracts required the
distributors to arbitrate their claims individually.
The FAA provides generally that arbitration agreements
are “valid, irrevocable, and enforceable, save upon such
grounds as exist at law or in equity for the revocation of any
contract.” 9 U. S. C. §2. It contains, however, an exception
specifying that “nothing herein contained shall apply to
contracts of employment of seamen, railroad employees, or
any other class of workers engaged in foreign or interstate
commerce.” §1. Bissonnette and Wojnarowski contend that
they fall within this exception, and therefore cannot be com-
pelled to arbitrate under the FAA.
The District Court dismissed the case in favor of arbitra-
tion. It explained that for Bissonnette and Wojnarowski to
be exempt from the FAA, they must be “transportation
workers.” 460 F. Supp. 3d, at 197. And it concluded that
their “much broader scope of responsibility” under the Dis-
tributor Agreements “belie[d] the claim that they are only
or even principally truck drivers.” Id., at 199.
Without addressing the District Court’s analysis, the Sec-
ond Circuit affirmed on the alternative ground that Bis-
sonnette and Wojnarowski “are in the bakery industry.” 33
F. 4th 650, 652 (2021). And under Circuit law, the panel
explained, §1 of the FAA exempts only “ ‘workers involved
in the transportation industries.’ ” Id., at 655 (quoting Ad-
ams v. Suozzi, 433 F. 3d 220, 226, n. 5 (CA2 2005)). Judge
Pooler dissented because, in her view, §1 asks whether a
person is a “transportation worker[ ],” not “for whom the
worker undertakes her transportation work.” 33 F. 4th, at
662, 666 (emphasis added).
A month after the Second Circuit decided the appeal, we
decided Southwest Airlines Co. v. Saxon, 596 U. S. 450
4 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC
Opinion of the Court
(2022). In that case, we determined that a ramp supervisor
who “frequently load[ed] and unload[ed] cargo” from air-
planes belonged to a “class of workers engaged in foreign or
interstate commerce.” Id., at 463. We held that a “class of
workers” is properly defined based on what a worker does
for an employer, “not what [the employer] does generally.”
Id., at 456.
The Second Circuit granted panel rehearing in light of
Saxon but adhered to its prior decision. The court held that
an individual works in a transportation industry and may
therefore be exempt under §1 only “if the industry . . . pegs
its charges chiefly to the movement of goods or passengers,
and the industry’s predominant source of commercial reve-
nue is generated by that movement.” 49 F. 4th, at 661. Ap-
plying that test, the court concluded that the distributors’
“commerce is in breads, buns, rolls, and snack cakes—not
transportation services.” Id., at 662. Judge Pooler again
dissented, reiterating her position that the majority erred
in “focusing on the nature of [Flowers’s] business, and not
on the nature of [the distributors’] work”—“the sort of in-
dustrywide approach Saxon proscribes.” Id., at 671.
The Second Circuit denied rehearing en banc. 59 F. 4th
594 (2023). Judge Pooler, having assumed senior status,
filed a statement opposing the denial. Judge Nathan dis-
sented, joined by two other judges.
The Second Circuit’s decision conflicted with decisions
from the First Circuit. Canales v. CK Sales Co., 67 F. 4th
38 (2023) (also involving Flowers Foods distributors); Fraga
v. Premium Retail Servs., Inc., 61 F. 4th 228 (2023).
We granted certiorari to resolve that conflict. 600 U. S.
___ (2023)
II
The only question before us is whether a transportation
Cite as: 601 U. S. ____ (2024) 5
Opinion of the Court
worker must work for a company in the transportation in-
dustry to be exempt under §1 of the FAA.2 We conclude that
there is no such requirement.
More than twenty years ago, in Circuit City Stores, Inc.
v. Adams, 532 U. S. 105 (2001), we recognized that §1 is
limited to transportation workers. Adams, a sales counse-
lor at an electronics store, claimed that §1 exempts all con-
tracts of employment, regardless of what a worker does.
Id., at 109–111, 114. But he failed to account for ejusdem
generis, the familiar canon of statutory interpretation that
courts “interpret a ‘general or collective term’ at the end of
a list of specific items in light of any ‘common attribute[s]’
shared by the specific items.” Saxon, 596 U. S., at 458
(quoting Ali v. Federal Bureau of Prisons, 552 U. S. 214, 225
(2008); alteration in original). Applying that canon to §1,
we explained that the general phrase “class of workers en-
gaged in . . . commerce” is “controlled and defined by refer-
ence to” the specific categories “seamen” and “railroad em-
ployees” that precede it. Circuit City, 532 U. S., at 115. And
we concluded that the “linkage” between “seamen” and
“railroad employees” is that they are both transportation
workers. Id., at 118–119, 121. The class of workers in the
residual clause was therefore limited in the same way.
That reading of §1 harmonized the FAA with other stat-
utes designed to protect the movement of goods in com-
merce. Id., at 121. Congress enacted the FAA in 1925 to
override the longstanding refusal of courts to enforce arbi-
tration agreements. See Allied-Bruce Terminix Cos. v. Dob-
son, 513 U. S. 265, 270–271 (1995). At that time, though,
specific statutory dispute resolution regimes already cov-
ered seamen and railroad employees—“transportation
——————
2 The Second Circuit did not address whether Bissonnette and
Wojnarowski qualify as transportation workers based on the work that
they perform, or whether they are “engaged in . . . interstate commerce”
even though they do not drive across state lines. We do not decide those
issues.
6 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC
Opinion of the Court
workers” who played a “necessary role in the free flow of
goods.” Circuit City, 532 U. S., at 121 (citing Shipping Com-
missioners Act of 1872, ch. 322, 17 Stat. 262; Transporta-
tion Act of 1920, §300 et seq., 41 Stat. 469). An exemption
from the FAA for those workers was thus required to avoid
“unsettl[ing]” those schemes. Circuit City, 532 U. S., at 121.
The residual clause similarly reserves for Congress the de-
cision whether to enact additional “specific legislation for
those engaged in transportation,” while “ensur[ing] that
workers in general would be covered by” the FAA. Ibid.; see
also New Prime Inc. v. Oliveira, 586 U. S. 105, 110–111
(2019).
We again considered the scope of the residual clause in
Saxon, where we expressly declined to adopt an “industry-
wide” approach of the sort Flowers advances here. The re-
spondent in Saxon argued that she was a member of a “class
of workers engaged in foreign or interstate commerce”
simply because she worked for an airline and carried out its
customary work. See 596 U. S., at 460. But §1 refers to
“ ‘workers’ ” who are “engaged” in commerce. Id., at 456
(quoting New Prime, 586 U. S., at 116). That language fo-
cuses on “ ‘the performance of work’ ” rather than the indus-
try of the employer. Saxon, 596 U. S., at 456 (quoting New
Prime, 586 U. S., at 116; emphasis as altered by Saxon).
And §1 says nothing to direct courts to consider the indus-
try of a worker’s employer. The relevant question was
“what [Saxon] does at Southwest, not what Southwest does
generally.” Saxon, 596 U. S., at 456.
Because the Second Circuit in this case fashioned its
transportation-industry requirement without any guide in
the text of §1 or our precedents, it had to figure out for itself
what constituted a “transportation industry.” The court de-
cided that an entity would be considered within that indus-
try if it “pegs its charges chiefly to the movement of goods
or passengers” and its “predominant source of commercial
revenue is generated by that movement.” 49 F. 4th, at 661.
Cite as: 601 U. S. ____ (2024) 7
Opinion of the Court
The application of such a test, however, would often turn on
arcane riddles about the nature of a company’s services.
Does a pizza delivery company derive its revenue mainly
from pizza or delivery? Do companies like Amazon and
Walmart—which both sell products of their own and
transport products sold by third parties—derive their reve-
nue mainly from retail or shipping? 3 Extensive discovery
might be necessary to explore the internal structure and
revenue models of a company before deciding a simple mo-
tion to compel arbitration. Mini-trials on the transporta-
tion-industry issue could become a regular, slow, and ex-
pensive practice in FAA cases. All this “complexity and
uncertainty” would “ ‘breed[ ] litigation from a statute that
seeks to avoid it.’ ” Circuit City, 532 U. S., at 123 (quoting
Allied-Bruce, 513 U. S., at 275).
III
At the end of its brief, Flowers argues that our analysis
in Saxon actually “suggests” that working in the transpor-
tation industry is a necessary but not sufficient condition
for §1 to apply. Brief for Respondents 43–44. Flowers also
emphasizes a single passing description in our opinion of
“seamen” as “a subset of workers engaged in the maritime
shipping industry.” Saxon, 596 U. S., at 460. But this read-
ing of Saxon misses the basis for our holding in that case.
Saxon rejected the proposition that there is an industry-
wide link between “seamen” and “railroad employees”—a
“flawed premise” that is essential to Flowers’s position
here. Ibid. Those classes of workers, as we read the statute
then and now, are connected by what they do, not for whom
they do it.
Flowers also points to historical statutes regulating cer-
tain seamen and railroad employees to show that those
——————
3 See Fulfillment by Amazon, https://sell.amazon.com/fulfillment-by-
amazon; Walmart Fulfillment Services, https://marketplace.walmart
.com/walmart-fulfillment-services/.
8 BISSONNETTE v. LEPAGE BAKERIES PARK ST., LLC
Opinion of the Court
terms were limited to transportation-industry workers in
1925. Brief for Respondents 15–27. But those statutes only
prove that where Congress wanted to regulate seamen or
railroad employees in a particular industry, it said so ex-
plicitly—for example, by specifying that a law covered sea-
men aboard merchant vessels, or that a law covered employ-
ees of railroad carriers subject to the Interstate Commerce
Act. See, e.g., The Seamen’s Act of 1915, §2, 38 Stat. 1164;
Transportation Act of 1920, §§300(1), 301–302, 41 Stat. 469.
Unlike those industry-specific statutes, §1 refers to “sea-
men” and “railroad employees” without specifying any in-
dustry to which they must belong. It would be strange to
read the conspicuous absence of similar industry-specific
language in §1 as a sign that Congress defined the exemp-
tion on an industrywide basis. The far more natural infer-
ence, which we embraced in Circuit City and Saxon, is that
“seamen” and “railroad employees” share the employment
characteristic of being transportation workers.
Nor does construing §1 to cover transportation workers
render “seamen” and “railroad employees” superfluous, as
Flowers contends. See Brief for Respondents 35. That ar-
gument gets ejusdem generis exactly backwards. It is the
specific terms “seamen” and “railroad employees” that limit
the residual clause, not the residual clause that swallows
up these narrower terms. Only by deleting “seamen” and
“railroad employees” from the statute could §1 reach as far
as Flowers imagines.
Having lost on text and precedent, Flowers turns to pol-
icy, arguing that the §1 exemption would sweep too broadly
without an implied transportation-industry requirement.
Because “virtually all products move in interstate com-
merce,” Flowers warns that virtually all workers who load
or unload goods—from pet shop employees to grocery store
clerks—will be exempt from arbitration. Id., at 46–47.
We have never understood §1 to define the class of ex-
empt workers in such limitless terms. To the contrary, as
Cite as: 601 U. S. ____ (2024) 9
Opinion of the Court
we held in Saxon, a transportation worker is one who is “ac-
tively” “ ‘engaged in transportation’ of . . . goods across bor-
ders via the channels of foreign or interstate commerce.”
596 U. S., at 458 (quoting Circuit City, 532 U. S., at 121).
In other words, any exempt worker “must at least play a
direct and ‘necessary role in the free flow of goods’ across
borders.” 596 U. S., at 458 (quoting Circuit City, 532 U. S.,
at 121). These requirements “undermine[] any attempt to
give the provision a sweeping, open-ended construction,” in-
stead limiting §1 to its appropriately “narrow” scope. Id.,
at 118.
* * *
A transportation worker need not work in the transpor-
tation industry to fall within the exemption from the FAA
provided by §1 of the Act. The Second Circuit accordingly
erred in compelling arbitration on the basis that petitioners
work in the bakery industry. We express no opinion on any
alternative grounds in favor of arbitration raised below, in-
cluding that petitioners are not transportation workers and
that petitioners are not “engaged in foreign or interstate
commerce” within the meaning of §1 because they deliver
baked goods only in Connecticut.
The judgment of the Second Circuit is vacated, and the
case is remanded for further proceedings consistent with
this opinion.
It is so ordered.