Citizens Bank v. Alafabco, Inc

In Citizens Bank v. Alafabco, Inc. (2003) 539 U.S. 52, an Alabama borrower entered into a series of debt-restructuring agreements with an Alabama bank. Each of the restructuring agreements contained arbitration provisions. Because the borrower believed the bank had reneged on an agreement to provide the borrower with working capital, the borrower sued the bank, which then moved to compel arbitration. In finding a connection with interstate commerce sufficient to support application of the FAA, the court found application of the FAA was not "defeated because the individual debt-restructuring transactions, taken alone, did not have a 'substantial effect on interstate commerce.' Congress' Commerce Clause power 'may be exercised in individual cases without showing any specific effect upon interstate commerce' if in the aggregate the economic activity in question would represent 'a general practice ... subject to federal control.' Only that general practice need bear on interstate commerce in a substantial way. " (Citizens Bank v. Alafabco, Inc., supra, 539 U.S. at pp. 56-57.) The court found the debt-restructuring agreements not only involved interstate commerce because of the borrower's substantial interstate business, but also because the restructured debt was secured by all of the debtor's business assets, "including its inventory of goods assembled from out-of-state parts and raw materials. If the Commerce Clause gives Congress the power to regulate local business establishments purchasing substantial quantities of goods that have moved in interstate commerce, Katzenbach v. McClung, 379 U.S. 294 (1964), it necessarily reaches substantial commercial loan transactions secured by such goods." (Citizens Bank v. Alafabco, Inc., supra, 539 U.S. at p. 57.) The court further found that "were there any residual doubt about the magnitude of the impact on interstate commerce caused by the particular economic transactions in which the parties were engaged, that doubt would dissipate upon consideration of the 'general practice' those transactions represent. No elaborate explanation is needed to make evident the broad impact of commercial lending on the national economy or Congress' power to regulate that activity pursuant to the Commerce Clause." (Id. at pp. 57-58 .)