C & L Enterprises, Inc. v. Citizen Band Potawatomi Tribe of Okla., 532 U.S. 411, 8 (2001)

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418

C & L ENTERPRISES, INC. v. CITIZEN BAND POTAWATOMI TRIBE OF OKLA.

Opinion of the Court

nity). We granted certiorari to resolve this conflict, 531 U. S. 956 (2000), and now reverse.

II

Kiowa, in which we reaffirmed the doctrine of tribal immunity, involved an off-reservation, commercial agreement (a stock purchase) by a federally recognized Tribe. The Tribe signed a promissory note agreeing to pay the seller $285,000 plus interest. The note recited: "Nothing in this Note subjects or limits the sovereign rights of the Kiowa Tribe of Oklahoma." 523 U. S., at 753-754. The Tribe defaulted, the seller sued on the note in state court, and the Tribe asserted sovereign immunity. We upheld the plea. Tribal immunity, we ruled in Kiowa, extends to suits on off-reservation commercial contracts. Id., at 754-760. The Kiowa Tribe was immune from suit for defaulting on the promissory note, we held, because "Congress ha[d] not abrogated [the Tribe's] immunity, nor ha[d] petitioner waived it." Id., at 760.

Like Kiowa, this case arises out of the breach of a commercial, off-reservation contract by a federally recognized Indian Tribe. The petitioning contractor, C & L, does not contend that Congress has abrogated tribal immunity in this setting. The question presented is whether the Tribe has waived its immunity.

To abrogate tribal immunity, Congress must "unequivocally" express that purpose. Santa Clara Pueblo v. Martinez, 436 U. S. 49, 58 (1978) (citing United States v. Testan, 424 U. S. 392, 399 (1976)). Similarly, to relinquish its immunity, a tribe's waiver must be "clear." Oklahoma Tax Comm'n v. Citizen Band Potawatomi Tribe of Okla., 498 U. S. 505, 509 (1991). We are satisfied that the Tribe in this case has waived, with the requisite clarity, immunity from the suit C & L brought to enforce its arbitration award.

The construction contract's provision for arbitration and related prescriptions lead us to this conclusion. The arbitra-

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