JUSTICE BOYD delivered the opinion of the Court, in which Chief Justice Hecht, Justice Lehrmann, Justice Devine, Justice Blacklock, and Justice Bland joined. JUSTICE BLAND filed a concurring opinion. JUSTICE BUSBY filed a dissenting opinion. Justice Huddle and Justice Young did not participate in the decision. The parties in this case dispute whether their contracts require them to resolve their controversies through arbitration, but they also clash over whether they agreed that an arbitrator, rather than the courts, must resolve that dispute. We hold that (1) the parties clearly and unmistakably delegated arbitrability issues to the arbitrator by agreeing to arbitrate their controversies in accordance with the AAA Commercial Rules; (2) the fact that the parties may have agreed to arbitrate only some controversies while carving out others does not affect the clear and unmistakable delegation of the arbitrability decision to the arbitrator; and (3) in accordance with these parties’ agreements, the courts must defer to the arbitrator to decide whether this controversy falls within the arbitration agreement’s scope. Based on these holdings, we affirm the court of appeals’ judgment. I. Background MP Gulf of Mexico owns a two-thirds interest in a group of oil-and-gas leases in the Gulf of Mexico known as the Chinook Unit, and TotalEnergies E&P USA owns the remaining one-third.[1] A written contract referred to as the Chinook Operating Agreement governs the parties’ relationship as the Unit’s co-owners. MP Gulf also owns all of the interest in a nearby group of leases known as the Cascade Unit. To reduce costs and promote efficiency, MP Gulf and Total E&P agreed to construct a Common System to jointly process, store, and transport production from all the leases in both Units. MP Gulf serves as the operator of both Units and of the Common System. To establish the Common System, the parties entered into two separate written contracts. The first, called the System Operating Agreement, “govern[s] the operation of the Common System,” but it does so “subject to the requirements of” the second, called the Cost Sharing Agreement. The System Operating Agreement requires MP Gulf, as the system operator, to advance all costs of operating the Common System and then collect those costs from the interest owners “as provided in the Cost Sharing Agreement.” If the Cost Sharing Agreement does not allocate particular costs, the System Operating Agreement requires each party to “pay those Costs in proportion to its Equity Interest” in the Common System. As the owner of a one-third interest in one of the two Units that equally owned the Common System, Total E&P’s Equity Interest in the Common System was 16.665 percent. Ten years after the parties created the Common System, MP Gulf proposed to re-enter the Chinook No. 6 well, which had previously been shut in. Exercising their respective rights under the Chinook Operating Agreement, Total E&P elected not to participate in that project, and MP Gulf elected to re-enter the well without Total E&P’s participation. Later, MP Gulf demanded that Total E&P pay about $41 million, which MP Gulf asserts represents 16.665 percent of the Common System costs related to the Chinook No. 6 well. Total E&P refused to pay the $41 million, contending that the Cost Sharing Agreement specifically allocates the disputed costs and thus does not require the owners to cover the costs based on their equity interests. Specifically, Total E&P asserted that the costs qualify as either “Fixed Operating Expenses” or “Variable Operating Expenses,” both of which the Cost Sharing Agreement expressly allocates “to each Unit” equally, so the Chinook Unit and the Cascade Unit each owe fifty percent of the costs. As to the Chinook Unit’s share, Total E&P argued the Chinook Operating Agreement relieves it of any obligation to pay any portion of the expenses because it elected not to participate in the project. Instead, according to Total E&P, the Chinook Operating Agreement required MP Gulf to cover all of the Chinook Unit’s share of the Common System costs and recover those expenses from the returns Total E&P would have received had it elected to participate in the re-entry of the well. MP Gulf disagreed and demanded that Total E&P participate in negotiations and mediation as required under the System Operating Agreement. Total E&P objected, arguing that the System Operating Agreement’s dispute-resolution provisions did not apply to this controversy because the Chinook Operating Agreement governs its obligations to pay costs allocated to the Chinook Unit. It nevertheless agreed to participate in the negotiations and mediation while reserving that objection. After the negotiations and mediation were unsuccessful, Total E&P filed this suit in a Harris County district court, seeking a declaration construing the Cost Sharing Agreement. Specifically, Total E&P sought the court’s confirmation that, because the Cost Sharing Agreement allocates the disputed costs to “each Unit,” the Chinook Operating Agreement governs any liability Total E&P may have as a co-owner of the Chinook Unit. To support its right to file this suit, Total E&P noted that the Cost Sharing Agreement does not contain an arbitration clause and instead grants exclusive jurisdiction over all legal disputes to the courts in Harris County, Texas. Although Total E&P asked the court to declare that the Cost Sharing Agreement required MP Gulf to look to the Chinook Operating Agreement (as opposed to the System Operating Agreement) to resolve the parties’ controversy over the $41 million demand, it did not ask the court to actually determine the parties’ rights under the Chinook Operating Agreement. This is because the Chinook Operating Agreement includes an arbitration clause requiring that “any dispute or controversy [that] arises between the Parties out of this Agreement, the alleged breach thereof, or any tort in connection therewith, or out of the refusal to perform the whole or any part thereof” must “be submitted to arbitration” before the International Institute for Conflict Prevention and Resolution. So on the same day it filed this suit, Total E&P initiated an arbitration proceeding with the International Institute, asking it to determine the parties’ rights under the Chinook Operating Agreement. Less than two weeks later, MP Gulf initiated an arbitration proceeding before the American Arbitration Association, asserting that Total E&P breached the System Operating Agreement by refusing to pay the $41million and seeking a declaration as to how the Cost Sharing Agreement allocates those Common System expenses. MP Gulf initiated the AAA arbitration because article 16.16.1 of the System Operating Agreement provides that, “[i]f any dispute or controversy arises between the Parties out of this Agreement, the alleged breach thereof, or any tort in connection therewith, or out of the refusal to perform the whole or any part thereof,” and if the parties are unable to resolve that dispute or controversy through negotiations or mediation, the dispute or controversy “shall be submitted to arbitration . . . in accordance with the rules of the AAA and the provisions in this Article 16.16.” And article 16.16.2 provides that the “procedure of the arbitration proceedings shall be in accordance with the Commercial Rules of the AAA, as may be modified by the panel of arbitrators.” In summary, the parties’ controversy over whether Total E&P owes MP Gulf $41 million resulted in three separate proceedings before three separate tribunals, based on three different dispute-resolution clauses in the parties’ three written agreements: 1. This suit by Total E&P, seeking a declaration that the Cost Sharing Agreement—which requires controversies to be resolved in the Harris County District Courts—requires the parties to look to the Chinook Operating Agreement to resolve the controversy over costs; 2. Total E&P’s arbitration proceeding to determine the parties’ obligations under the Chinook Operating Agreement, which requires controversies to be resolved by arbitration before the International Institute; and 3. MP Gulf’s arbitration proceeding asserting breach of the System Operating Agreement, which requires controversies to be resolved before the AAA. MP Gulf argues that the System Operating Agreement’s arbitration clause applies to the parties’ controversy because MP Gulf’s authority to bill the costs and Total E&P’s obligation to pay them arise from the System Operating Agreement, which is “integrated into” the Cost Sharing Agreement. According to MP Gulf, the two Agreements “operate together as a single, unified instrument” to govern how the Common System costs must be allocated among the parties. MP Gulf specifically alleged that Total E&P’s “decision not to participate in the re-entry phase of the Chinook No. 6 well had no bearing on its ownership of the Common System or its obligation to pay its Equity Interest share of Common System costs.” And because the dispute “arises . . . out of” the System Operating Agreement and Total E&P’s failure to perform under that Agreement, MP Gulf asserted that article 16.16 of the System Operating Agreement required the parties to resolve their controversy through AAA arbitration and in accordance with the AAA rules and procedures. Total E&P, however, filed a motion asking the trial court to stay the AAA arbitration, asserting that the parties’ controversy over the cost allocation does not arise out of the System Operating Agreement but instead arises out of the Cost Sharing Agreement, which vests “exclusive jurisdiction” in the Harris County courts and contains no arbitration clause. Total E&P argued that the court should stay the AAA arbitration because the AAA arbitrator cannot resolve MP Gulf’s claim for breach of the System Operating Agreement until the court first determines the proper cost allocation under the Cost Sharing Agreement. MP Gulf opposed the stay and filed a motion to compel the AAA arbitration, arguing that the court must read the System Operating Agreement and the Cost Sharing Agreement together, making the mandatory AAA arbitration clause applicable regardless of which agreement the dispute arises out of. But MP Gulf did not contend only that the parties’ agreements require them to arbitrate their controversy before the AAA. It also argued that the System Operating Agreement requires the AAA arbitrator, and not the court, to decide whether the parties agreed to submit their controversy to arbitration before the AAA. For this argument, MP Gulf relied on rule 7(a) of the AAA Commercial Rules, which provides: “The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.”[2] MP Gulf argued that, by agreeing in the System Operating Agreement to submit all disputes arising out of that Agreement to AAA arbitration “in accordance with” the AAA Commercial Rules, the parties expressly delegated to the arbitrator the power to decide whether the controversy must be resolved through arbitration. Total E&P disagreed, arguing that an agreement to arbitrate in accordance with the AAA rules does not create an enforceable agreement to delegate arbitrability questions to the arbitrator, and even if it could, it would not do so when the parties agree only to arbitrate claims that “arise out of” their agreement. The trial court agreed with Total E&P and entered orders granting its motion to stay the AAA arbitration and denying MP Gulf’s motion to compel that arbitration. The court of appeals reversed and rendered judgment compelling AAA arbitration, agreeing with MP Gulf that, by agreeing to arbitrate before the AAA and in accordance with its rules, the parties delegated the arbitrability issue to the AAA arbitrator. 647 S.W.3d 96, 102 (Tex. App.—Tyler 2020). We granted Total E&P’s petition for review. II. Arbitrability and the AAA Rules A dispute over whether parties agreed to resolve their controversies through arbitration—referred to as a dispute over the controversies’ “arbitrability”—typically encompasses three distinct disagreements: (1) the merits of the underlying controversy (here, whether Total E&P must pay MP Gulf $41 million); (2) whether the merits must be resolved through arbitration instead of in the courts; and (3) who (a court or the arbitrator) decides the second question. RSL Funding, LLC v. Newsome, 569 S.W.3d 116, 120 (Tex. 2018). The second question must be answered before the first, but the third must be answered before the second. So we begin with the third question, and we conclude the parties here agreed to delegate the arbitrability issue to the arbitrator. A. Arbitration law Basic contract law governs our resolution of the third question.[3] Because arbitration is a matter of contract—”a matter of consent, not coercion”—parties cannot be compelled to arbitrate any controversy unless they have contractually agreed to do so. Robinson v. Home Owners Mgmt. Enters., Inc., 590 S.W.3d 518, 521 (Tex. 2019). A contractual agreement to arbitrate controversies is severable from a broader contract that contains it, and courts must consider the two separately. Baby Dolls Topless Saloons, Inc. v. Sotero, 642 S.W.3d 583, 586 (Tex. 2022); see Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63, 70–71 (2010). When a party challenges the validity of the broader contract but not of an arbitration agreement contained within that contract, courts must enforce the arbitration agreement and require the arbitrator to decide the challenge to the broader contract. Rent-A-Ctr., 561 U.S. at 72.[4] But when a party challenges the validity or scope of an arbitration agreement contained within a broader contract, courts must resolve that challenge to determine whether the parties agreed to arbitrate their controversies regarding the contract. Id.[5] But courts have recognized an important exception to this severability rule. Because arbitration is a matter of contract, parties can agree that arbitrators, rather than courts, must resolve disputes over the validity and scope of their arbitration agreement. Jody James Farms, JV v. Altman Grp., Inc., 547 S.W.3d 624, 631 (Tex. 2018).[6] If the parties have contractually agreed to delegate arbitrability disputes to the arbitrator, courts must enforce that agreement just as they must enforce an agreement to delegate resolution of the underlying merits to the arbitrator. RSL Funding, 569 S.W.3d at 120.[7] “If, on the other hand, the parties did not agree to submit the arbitrability question itself to arbitration, then the court should decide that question just as it would decide any other question the parties did not submit to arbitration, namely, independently.” First Options, 514 U.S. at 943. For the most part, the determination of whether parties have agreed to delegate arbitrability to an arbitrator is governed by “ordinary state-law principles that govern the formation of contracts.” Id. at 944. But because parties often “might not focus [on]the significance of having arbitrators decide the scope of their own powers,” and to avoid the risk of requiring parties to arbitrate a dispute they have not agreed to arbitrate, courts will only enforce an agreement to delegate arbitrability to the arbitrator if that agreement is “clear and unmistakable.” Robinson, 590 S.W.3d at 525, 532.[8] B. Precedent on incorporation of arbitration rules The System Operating Agreement on which MP Gulf relies to compel arbitration—not only of the parties’ claims but also of the parties’ dispute over whether those claims must be arbitrated—does not expressly delegate arbitrability to the arbitrator. But MP Gulf contends the parties clearly and unmistakably agreed to that result by agreeing to arbitrate their controversies “in accordance with the rules of the AAA” and using “procedure[s] . . . in accordance with the Commercial Rules of the AAA.” This is because, as we have noted, AAA Commercial Rule 7(a) provides that the arbitrator “shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.”[9] In deciding whether the parties clearly and unmistakably delegated arbitrability issues to the arbitrator by agreeing to arbitrate in accordance with this rule, we first consider previous decisions addressing that issue. 1. This Court We have not previously decided whether an agreement to arbitrate in accordance with the AAA rules establishes a clear and unmistakable agreement to delegate arbitrability issues to the arbitrator. We observed in Jody James Farms that such a result “may be the consequence of incorporating the AAA rules in disputes between signatories to an arbitration agreement,” but we did not decide the issue because that case involved a signatory’s dispute with a non-signatory. 547 S.W.3d at 631–32 (emphases added).[10] Similarly, we noted in Robinson that the “effect of incorporating the AAA rules is subject to some jurisprudential disagreement,” but we did not address the issue because the agreement in that case did not incorporate or refer to the AAA rules. 590 S.W.3d at 523 & n.8. And most recently, in San Antonio River Authority v. Austin Bridge & Road, L.P., we noted a court of appeals’ holding that an agreement’s “mere reference to the AAA’s rules does not provide clear and unmistakable evidence of the parties’ delegation of issues of arbitrability to an arbitrator,” but we again did not address the issue because that case involved the separate question of whether parties could agree to delegate governmental-immunity issues to an arbitrator. 601 S.W.3d 616, 626–28 (Tex. 2020) (quoting Burlington Res. Oil & Gas Co. v. San Juan Basin Royalty Tr., 249 S.W.3d 34, 41–42 (Tex. App.—Houston [1st Dist.] 2007, pet. denied)). 2. The United States Supreme Court Nor has the United States Supreme Court decided the issue. Henry Schein involved a dispute between signatories to an agreement that required arbitration in accordance with the AAA rules, except for certain claims including those seeking injunctive relief. 139 S. Ct. at 528. The plaintiff sued for both injunctive relief and damages, but the defendant moved to compel arbitration and argued that—because the parties incorporated the AAA rules—the arbitrator must decide whether the claims were arbitrable. Id. The Fifth Circuit disagreed, holding that, even if the parties delegated arbitrability issues to the arbitrator by incorporating the AAA rules, the court could nevertheless resolve the arbitrability issue because the defendant’s argument that the claims were arbitrable was “wholly groundless.” Id. The Supreme Court reversed, holding that courts must enforce an agreement to delegate arbitrability issues to the arbitrator even if the court believes the argument in favor of arbitrability is “wholly groundless.” Id. at 529. But the Court remanded the case without deciding whether the parties in fact delegated the arbitrability question to the arbitrator by incorporating the AAA rules. Id. at 531. On remand, the Fifth Circuit held that an agreement to arbitrate only some claims under the AAA rules, while “carv[ing] out” other claims, does not clearly and unmistakably delegate arbitrability issues to the arbitrator. Archer & White Sales, Inc. v. Henry Schein, Inc., 935 F.3d 274, 281–82 (5th Cir. 2019). The Supreme Court then granted the defendant’s petition for writ of certiorari, agreeing to decide “[w]hether a provision in an arbitration agreement that exempts certain claims from arbitration negates an otherwise clear and unmistakable delegation of questions of arbitrability to an arbitrator.” Petition for Writ of Certiorari at (I), Henry Schein, Inc. v. Archer & White Sales, Inc., 141 S. Ct. 107 (2020) (No. 19-963); see Henry Schein, 141 S. Ct. at 107 (granting certiorari). But the Court denied the plaintiff’s cross-petition, declining to decide “[w]hether an arbitration agreement that identifies a set of arbitration rules to apply if there is arbitration clearly and unmistakably delegates to the arbitrator disputes about whether the parties agreed to arbitrate in the first place.” Conditional Cross-Petition for Writ of Certiorari at (I), Archer & White Sales, Inc v. Henry Schein, Inc., 141 S. Ct. 113 (2020) (No. 19-1080); see Archer & White Sales, 141 S. Ct.at 113. After hearing oral argument, however, the Court dismissed the defendant’s petition as improvidently granted and thus did not decide either question. Henry Schein, Inc. v. Archer & White Sales, Inc., 141 S. Ct. 656 (2021). 3. Other jurisdictions Many courts in numerous other jurisdictions have addressed the question of whether an agreement to arbitrate in accordance with the AAA rules, or with similar arbitration rules that empower the arbitrator to decide arbitrability issues, clearly and unmistakably delegates arbitrability to the arbitrator. Beginning nearly forty years ago, every federal circuit—except perhaps the Seventh Circuit—has held that it does.[11] And ten of the fifteen state supreme courts that have addressed the issue have agreed,[12] while the remaining five have held that incorporation of the AAA rules may or may not delegate arbitrability, depending on other circumstances.[13] In particular, courts have most often disagreed over whether the parties’ agreement to arbitrate in accordance with the AAA or similar rules clearly and unmistakably delegates arbitrability to the arbitrator when (1) the agreement involves an unsophisticated party,[14] (2) a party relies on the agreement to compel arbitration of class-action claims,[15] and (3) the agreement to arbitrate applies only to some types of claims and controversies and expressly carves out others.[16] 4. Texas Courts of Appeals The decisions of the Texas courts of appeals follow this same pattern. Some have held that the parties’ incorporation of the AAA or similar rules clearly and unmistakably delegates arbitrability to the arbitrator,[17] others have held it does not, at least for certain disputes,[18] and most have held it does so only when the arbitration agreement applies broadly to all possible claims between the parties without carving out any claims.[19] C. General rule We agree with the vast majority of courts that, as a general rule, an agreement to arbitrate in accordance with the AAA or similar rules constitutes a clear and unmistakable agreement that the arbitrator must decide whether the parties’ disputes must be resolved through arbitration. To be sure, an agreement that merely refers to the AAA rules or permits the parties to request assistance from the AAA does not bind the parties to the AAA rules. See, e.g., Dist. No. 1, Pac. Coast Dist., Marine Eng’rs Beneficial Ass’n, AFL-CIO v. Liberty Mar. Corp., 998 F.3d 449, 461–62 (D.C. Cir. 2021) (holding an agreement that provided only that the parties may request the AAA to designate a replacement arbitrator, without mentioning the AAA rules or stating that arbitration must be conducted in accordance with them, did not incorporate the rules by reference). But here, the System Operating Agreement expressly states that arbitration must be conducted “in accordance with the rules of the AAA,” and that the “procedure of the arbitration proceedings shall be in accordance with the Commercial Rules of the AAA.” [Emphases added.] By this language, the parties incorporated the AAA rules into their arbitration agreement, and thus the rules are binding, at least absent any conflict between the two. See Americo Life, Inc. v. Myer, 440 S.W.3d 18, 24 (Tex. 2014); see also Commonwealth Edison Co. v. Gulf Oil Corp., 541 F.2d 1263, 1272–73 (7th Cir. 1976) (holding an agreement “to have any arbitration governed by the rules of the AAA incorporated those rules into the agreement”). As a result, the AAA rules are “part of” the parties’ agreement as if they were set forth within the agreement itself. In re Bank One, N.A., 216 S.W.3d 825, 826 (Tex. 2007). The AAA rules, in turn, provide that the arbitrator “shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.” AM.ARB. ASS’N. R-7(a) (2013). Total E&P argues that this rule merely authorizes an arbitrator to decide arbitrability when the parties have otherwise agreed that the arbitrator should do so but does not independently grant the arbitrator exclusive power to determine arbitrability or otherwise deprive the courts of that power. Some courts have agreed with this argument,[20] as does today’s dissenting opinion. See post at ____ (BUSBY, J., dissenting). We do not, however, because it gives inadequate meaning to the rule’s declaration that the arbitrator “shall have the power to rule on . . . any objections with respect to the . . . arbitrability of any claim or counterclaim.” Our conclusion might be different if the rule provided that the arbitrator “may have the power,” or that the arbitrator “shall have power,” but the rule in fact provides that the arbitrator “shall have the power.” The verb “shall” in this sentence “evidences the mandatory nature of the duty imposed.” Sw. Bell Tel., L.P. v. Emmett, 459 S.W.3d 578, 588 (Tex. 2015). And the use of the definite article “the” with the singular noun “power” indicates exclusivity, limiting the delegation of “the power” to the arbitrator. See, e.g., Phx. Network Techs. (Eur.) Ltd. v. Neon Sys., Inc., 177 S.W.3d 605, 615 (Tex. App.—Houston [1st Dist.] 2005, no pet.) (holding that the “use of ‘shall’ generally indicates a mandatory requirement,” and the use of the definite article “the” to describe “the venue” instead of “a” venue “indicates that the parties intended for the U.K. to be the exclusive venue”).[21] As the Sixth Circuit explained when addressing this question, “in law the expression of one thing often implies the exclusion of other things.” Blanton, 962 F.3d at 845 (quoting Bruesewitz v. Wyeth LLC, 562 U.S. 223, 232–33 (2011)). In light of the rule’s mandatory and exclusive language, we find that result to be more than merely implied here. The AAA rule mandates that the arbitrator have “the power” to decide arbitrability issues and—as the Florida Supreme Court recently explained when it rejected this argument—”the power to decide is the power to decide.” Airbnb, Inc. v. Doe, 336 So. 3d 698, 705 (Fla. 2022) (quoting Doe v. Natt, 299 So. 3d 599, 611 (Fla. Dist. Ct. App. 2020) (Villanti, J., dissenting), quashed and remanded sub nom. Airbnb, 336 So. 3d at 705). We conclude that, by providing that the arbitrator “shall have the power” to determine the arbitrability of any claim, the rule clearly and unmistakably delegates that decision exclusively to the arbitrator.[22] An additional consideration helps confirm this result. As we have explained, the vast majority of federal circuit courts and other state supreme courts have reached this same conclusion. As the Delaware Supreme Court recognized when it did so, “adopting a widely held interpretation of the applicable rule” benefits our State’s jurisprudence by promoting consistency and predictability, at least “as long as that interpretation is not unreasonable.” James & Jackson, 906 A.2d at 80.[23] That is not to say this Court should or will adopt incorrect constructions of written language simply because all or most other jurisdictions have done so. But when these parties entered into the System Operating Agreement on January 1, 2007, numerous federal circuits and other state supreme courts had already held that an agreement to arbitrate in accordance with the AAA or similar rules clearly and unmistakably delegates arbitrability issues to the arbitrator.[24] The only possible exceptions existed within the Seventh Circuit.[25] Like the Sixth Circuit, we find the contemporaneous existence of these clear authorities provides a strong indication of how parties would have understood incorporation of the AAA rules when these parties entered into the System Operating Agreement. See Blanton, 962 F.3d at 851 (noting that “at the time [the party] signed his arbitration agreement, he not only had the benefit of the text of the agreement but also judicial precedent from both his regional circuit and a local state court telling him that the incorporation of arbitral rules can provide ‘clear and unmistakable’ evidence that the parties agreed to arbitrate ‘arbitrability’”). We thus hold that, as a general rule, an agreement to arbitrate disputes in accordance with rules providing that the arbitrator “shall have the power” to determine “the arbitrability of any claim” incorporates those rules into the agreement and clearly and unmistakably demonstrates the parties’ intent to delegate arbitrability issues to the arbitrator. III. Limited Arbitrability and Carve-Out Clauses Total E&P argues that this general rule does not apply here because the parties did not broadly agree to arbitrate any and all possible controversies, but instead agreed to arbitrate only certain controversies and carved out others. Specifically, Total E&P notes that the System Operating Agreement requires arbitration of disputes that “arise[] . . . out of” that Agreement, which Total E&P contends is a narrower subset of all possible disputes “concerning,” “related,” or “connected” to the Agreement. According to Total E&P, because the parties agreed to arbitrate only a limited category of disputes “in accordance with the AAA rules,” the rules only apply if the dispute falls within that category. In other words, according to Total E&P, rule 7(a) does not apply unless the dispute in fact “arises out of” the System Operating Agreement, so courts must first make that determination before the rule can apply and require the arbitrator to make it. In response, MP Gulf argues that “arising out of” encompasses a sufficiently broad array of disputes and, in any event, the System Operating Agreement broadly expands the universe of arbitrable claims far beyond those “arising out of” the Agreement by expressly including disputes that arise out of “the alleged breach” of the Agreement, “any tort in connection therewith,” or “the refusal to perform the whole or any part thereof.” The court of appeals generally agreed with MP Gulf, concluding that, “by its plain language, the arbitration provision is much broader than Total claims.” 647 S.W.3d at 101. We need not decide whether the arbitration agreement is “sufficiently” broad, however, because we conclude that any limitation contained within these parties’ arbitration agreement does not affect the agreement’s clear and unmistakable delegation of arbitrability issues to the arbitrator. Although we agree that parties can contractually limit their delegation of arbitrability issues to only certain claims and controversies, we do not agree that the arbitration clause contained within the System Operating Agreement accomplishes that result. As mentioned above, other courts have reached various conclusions on this issue. Some have concluded that a broad agreement to arbitrate any and all disputes, even without incorporating the AAA or similar rules, clearly and unmistakably delegates arbitrability to the arbitrator because “any and all” includes a dispute over whether a claim is arbitrable.[26] Others have held that an agreement clearly and unmistakably delegates arbitrability issues to the arbitrator only if it both incorporates the AAA or similar rules and broadly requires arbitration of any and all disputes between the parties, without carving out any particular disputes.[27] These courts generally agree with Total E&P’s argument that the AAA rules only apply—and thus only require the arbitrator to decide arbitrability—if the parties have in fact agreed to arbitrate their dispute. The Second Circuit, for example, reasoned that when an agreement requires arbitration of only certain claims, while carving out others, the issue of “whether the AAA Rules, including Rule 7(a), apply turns on the conditional premise that the dispute falls within” that category of claims. DDK Hotels, LLC v. Williams-Sonoma, Inc., 6 F.4th 308, 320–21 (2d Cir. 2021). “If it does not, then the AAA Rules do not govern and no delegation of authority to the arbitrator to resolve questions of arbitrability arises.” Id. at 321. In that court’s view, anything other than a broad, all-encompassing arbitration agreement cannot clearly and unmistakably delegate arbitrability to the arbitrator because the “narrow scope of the arbitration provision . . . obscures the import of the incorporation of the AAA Rules and creates ambiguity as to the parties’ intent to delegate arbitrability to the arbitrator.” Id. As mentioned, the Fifth Circuit reached a similar result in Henry Schein, concluding that because the agreement there excepted actions seeking injunctive relief from the agreement to arbitrate, it also at least potentially excepted such claims from the parties’ agreement to have the arbitrator decide whether claims were subject to arbitration. 935 F.3d at 281–82. And as explained, the Supreme Court agreed to review that holding (while at the same time declining to review the question of whether incorporation of the AAA rules delegates arbitrability to the arbitrator in the first place), but later—after oral argument—dismissed the petition as improvidently granted. See Henry Schein, 141 S. Ct. at 107 (granting certiorari); Archer & White Sales, 141 S. Ct. at 113 (denying conditional cross-petition); Henry Schein, 141 S. Ct. at 656 (dismissing petition as improvidently granted). We reject this position for at least two reasons. First, as the Florida Supreme Court recently explained, holding that rule 7(a) only applies if a court first determines that the claim is subject to the arbitration agreement would render the rule essentially meaningless. Airbnb, 336 So. 3d at 705. Because “[t]he question of whether a claim is arbitrable must, by necessity, be determined before the commencement of arbitration,” a rule that requires the arbitrator to determine whether the claim is arbitrable “can only apply at the outset of [the] claim, not after the arbitration has already commenced.” Id. (quoting Natt, 299 So. 3d at 611 (Villanti, J., dissenting)). A rule that requires arbitrators to determine arbitrability only after a court has already determined arbitrability essentially has no effect at all. But second, and more importantly, we reject Total E&P’s position because it ignores the severability rule and conflates the parties’ agreement to arbitrate disputes with their agreement to delegate arbitrability issues to the arbitrator. In reaching this conclusion, we are persuaded by the reasoning of several other courts, including the United States Supreme Court. In Oracle, for example, the parties’ agreement provided that (1) “any claim arising out of the Source License shall be settled by arbitration,” but(2)the courts shall have exclusive jurisdiction over “any dispute relating to [a] party’s Intellectual Property Rights or with respect to [a party's] compliance with the TCK license,” and (3) arbitration “shall” be administered by the AAA and “in accordance with” the UNCITRAL rules. 724 F.3d at 1075, 1077. Myriad argued that the agreement delegated the arbitrability issue to the arbitrator because the parties’ dispute arose out of the Source License, while Oracle argued that the agreement required the court to decide the arbitrability issue because the dispute related to intellectual-property rights and the TCK License. Id. at 1075–76. Although both parties were technically correct (that is, their dispute both arose out of the Source License and related to the TCK License), the Ninth Circuit concluded that, by requiring arbitration in accordance with the UNCITRAL rules, the agreement clearly and unmistakably required the arbitrators to decide the arbitrability issue. Id. at 1076. In the court’s view, Oracle’s argument that the carve-out for disputes related to intellectual-property rights and the TCK License prevented a clear and unmistakable delegation of arbitrability issues to the arbitrator “conflates the scope of the arbitration clause, i.e., which claims fall within the carve-out provision, with the question of who decides arbitrability.” Id. Similarly, in Ally Align Health, the parties’ agreement (1) required arbitration of all disputes, and (2) required the arbitrator to “adopt and follow” the AAA rules, but (3) provided that any party could seek equitable relief in a court of competent jurisdiction. 574 S.W.3d at 755. When Signature Advantage filed suit seeking both legal and equitable relief, Ally Align moved to compel arbitration of all claims. Id. The trial court granted the motion as to the claims for legal relief but denied it as to claims for equitable relief. Id. The Kentucky Supreme Court reversed, holding that the trial court should have compelled arbitration of all of the claims because the “carve-out provision for certain claims to be decided by a court does not negate the clear and unmistakable mandate of the AAA’s Rules that the initial arbitrability of claims is to be determined by the arbitrator, not the courts.” Id. at 754–55. Relying in part on Oracle, the court held that the issue of “whether Signature Advantage asserts a true claim for equitable relief or such assertion is a facade to avoid arbitration is a determination to be made by the arbitrator per the contract’s adoption of the AAA’s Rules.” Id. at 757. Holding otherwise, the court explained, “would conflate the two separate and distinct questions of (1) who decides what claims are arbitrable with (2) what claims are arbitrable.” Id. at 758. In the court’s view, the parties agreed (by incorporating the AAA rules) that all disputes over arbitrability would be resolved by the arbitrators, and “the effect of the carve-out provision is to state that if an arbitrator determines that Signature Advantage has asserted a claim for equitable relief that is exempted from arbitration by the carve-out provision in the contract, then the arbitratormust refer that claim toa court if Signature Advantage so desires.” Id. The Sixth Circuit agreed with this reasoning in Blanton, which involved an agreement to arbitrate “a wide array of issues related to [the plaintiff's] employment” and to do so “in accordance with” the AAA rules. 962 F.3d at 844–45. The employee argued that because the agreement did not cover all possible claims between the parties, “a court must first determine whether the agreement covers a particular claim before the arbitrator has any authority to address its jurisdiction” because the incorporation of the AAA rules grants the arbitrator “the power to determine the scope of the agreement only as to claims that fall within the scope of the agreement.” Id. at 847.Thecourt rejected that argument because it “would render the AAA’s jurisdictional rule superfluous.” Id. The court reasoned that, by generally requiring arbitration in accordance with the AAA rules, the agreement did not carve claims out of “the provision that incorporates the AAA Rules.” Id. at 848. “So the carveout goes to the scope of the agreement [to arbitrate]—a question that the agreement otherwise delegates to the arbitrator—not the scope of the arbitrator’s authority to decide questions of ‘arbitrability.’” Id. Notably, the Supreme Court denied the employee’s petition for writ of certiorari on January 25, 2021, the same day it dismissed the Henry Schein petition as improvidently granted. See Piersing, 141 S. Ct. at 1268. Most recently, the Eleventh Circuit also agreed with this reasoning in WasteCare Corp. v. Harmony Enterprises, Inc., 822 F. App’x 892 (11th Cir. 2020), cert. denied, 141 S. Ct. 1383 (2021). The arbitration agreement at issue in WasteCare provided that “any controversy or claim (excepting claims as to which party may be entitled to equitable relief) . . . shall be settled by arbitration in accordance with the then current commercial rules of arbitration of the [AAA].” Id. at 894. When WasteCare filed suit seeking equitable relief, Harmony moved to compel arbitration on the ground that WasteCare’s claims were actually breach-of-contract claims “mischaracterized” as equitable claims. Id. The district court denied the motion, but the Eleventh Circuit reversed, holding that by agreeing to arbitrate in accordance with the AAA rules, the parties “clearly and unmistakably delegated questions of arbitrability to an arbitrator.” Id. at 895–96. The court concluded that the agreement’s “carve-out for equitable relief does not affect this analysis” because, “[a]lthough WasteCare’s claims may indeed be equitable ones, that ‘confuses the question of who decides arbitrability with the separate question of who prevails on arbitrability.’” Id. at 896 (quoting Henry Schein, 139 S. Ct. at 531). Because “the parties expressly delegated the arbitrability issue to an arbitrator,” the court concluded, “the arbitrator must decide whether WasteCare can litigate its claims in district court.” Id. The Eleventh Circuit’s reliance on the Supreme Court’s decision in Henry Schein is particularly instructive. The agreement in Henry Schein provided: “Any dispute arising under or related to this Agreement (except for actions seeking injunctive relief and disputes related to trademarks, trade secrets, or other intellectual property of [Henry Schein]), shall be resolved by binding arbitration in accordance with the arbitration rules of the [AAA].” 139 S. Ct. at 528. When Archer and White sued asserting antitrust violations and seeking both damages and injunctive relief, Henry Schein moved to compel arbitration. Id. Archer and White objected, “arguing that the dispute was not subject to arbitration because Archer and White’s complaint sought injunctive relief, at least in part.” Id. Henry Schein argued that the agreement’s incorporation of the AAA rules required the court to refer the case to arbitration so that the arbitrators could resolve the arbitrability dispute, but Archer and White countered by arguing that Henry Schein’s contention that the agreement delegated arbitrability to the arbitrators was “wholly groundless.” Id. The district court agreed, and the Fifth Circuit affirmed, but the Supreme Court reversed, holding that a court must enforce an agreement that delegates arbitrability to the arbitrator even if the court believes that the arbitrability argument is wholly groundless. Id. The Supreme Court made it clear in Henry Schein that it was expressing “no view about” whether the agreement “in fact delegated the arbitrability question to an arbitrator” because the Fifth Circuit had not yet decided that issue. Id. at 531. But as the Eleventh Circuit observed in WasteCare, the district court in Henry Schein thought the argument that the claims were arbitrable was wholly groundless precisely because the claims “clearly fit into the carve-out provision” and thus were not subject to the arbitration agreement. WasteCare, 822 F. App’x at 896. Relying on the wholly groundless exception, the district court decided the arbitrability issue in Henry Schein based on the existence of the carve-out provision. By doing so, the Supreme Court explained, the district court “confuse[d] the question of who decides arbitrability with the separate question of who prevails on arbitrability.” Henry Schein, 139 S. Ct. at 531. We find these cases and others like them[28] persuasive. As the Supreme Court emphasized in Henry Schein, our analysis of this issue must carefully distinguish between “the question of who decides arbitrability” and “the separate question of who prevails on arbitrability”—that is, the question of whether the claims must be arbitrated. Id. As explained above, because an agreement to arbitrate is severable from a broader contract that contains it, courts must require arbitration of challenges to the broader contract but must themselves decide challenges to the arbitration agreement unless the parties clearly and unmistakably agreed otherwise. See Rent-A-Ctr., 561 U.S. at 70–71; Baby Dolls, 642 S.W.3d at 586. But as the Supreme Court confirmed in Rent-A-Center, this severability rule applies not only to a broader contract and an arbitration agreement contained within it, but also to an arbitration agreement and a provision contained within it that delegates arbitrability issues to the arbitrators. Rent-A-Cntr., 561 U.S. at 71–72. The parties in Rent-A-Center entered into a stand-alone agreement to arbitrate all disputes arising out of an employment relationship. Id. at 65–66. That agreement included a delegation provision requiring the arbitrator to resolve any dispute over the arbitration agreement. Id. at 66. When the employee later sued to challenge the arbitration agreement, asserting that it was unconscionable and therefore unenforceable, the district court held that only the arbitrator could hear that claim, but the Ninth Circuit reversed, holding that the district court had to decide the unconscionability claim as a threshold issue because, if the agreement was in fact unconscionable, the employee could not have “meaningfully assent[ed]” to it or to the delegation provision contained within it. Id. at 67. The Supreme Court reversed, holding that because the provision delegating the arbitrability issue to the arbitrator was severable from the broader arbitration agreement, and because the employee did not challenge the validity of the delegation provision itself, the court was required to enforce the delegation provision and require the arbitrator to decide whether the parties had agreed to arbitrate the unconscionability claim. Id. at 71–72. The Court explained that the fact that the broader contract was itself an arbitration agreement “makes no difference” in the proper application of the severability rule because the application of that rule “does not depend on the substance of” the broader contract. Id. at 72. Because the employee challenged only the broader arbitration agreement and not the delegation provision itself, the court was required to enforce the delegation provision and leave it to the arbitrator to decide whether the unconscionability claim rendered the arbitration agreement unenforceable. Id. As applied here, Rent-A-Center teaches that, under the severability rule, not only is the broader contract (the System Operating Agreement) severable from the provision within it requiring arbitration of claims arising out of that Agreement (article 16.16), but that arbitration provision is in turn severable from the provision within it that delegates arbitrability issues to the arbitrators (the provision incorporating the AAA rules). So we must carefully distinguish between the parties’ disputes over (1) the scope of the arbitration provision (what it includes and carves out) and (2) the delegation provision (who decides the scope of the arbitration provision).[29] Here, the delegation provision is the clause that incorporates the AAA rules, and nothing in that provision or in those rules limits the scope of the delegation. Total E&P contends that the arbitration clause limits the scope of the delegation by limiting the claims that must be arbitrated to those “arising out of” the Agreement. But under the severability rule, our conclusion that the delegation provision (the incorporation of the AAA rules) clearly and unmistakably delegates arbitrability issues to the arbitrator requires that we enforce that provision as written and allow the arbitrator to decide the scope of the arbitration provision. Rent-A-Ctr., 561 U.S. at 71–72. As the Sixth Circuit explained in Blanton: [T]o the extent that [the] arbitration agreement carves out certain claims from arbitration, it does so from the [arbitration] agreement in general, not from the provision that incorporates the AAA Rules. So the carveout goes to the scope of the [arbitration] agreement—a question that the agreement otherwise delegates to the arbitrator—not the scope of the arbitrator’s authority to decide questions of “arbitrability.” 962 F.3d at 848.[30] We thus conclude that the fact that the parties’ arbitration agreement may cover only some disputes while carving out others does not affect the fact that the delegation agreement clearly and unmistakably requires the arbitrator to decide whether the present disputes must be resolved through arbitration. IV. The Applicable Agreement Having concluded that the delegation provision contained within the arbitration agreement, which in turn is contained within the System Operating Agreement, clearly and unmistakably requires the arbitrator to decide questions of arbitrability, we are left with Total E&P’s argument that the System Operating Agreement does not apply in this case at all. More specifically, Total E&P contends that the System Operating Agreement’s arbitration provision is irrelevant here because it filed this suit seeking only a construction of the Cost Sharing Agreement, which does not contain an arbitration clause. The parties’ arguments on this point are extensive and detailed.[31] But we need not address them all because we again agree with the court of appeals, which concluded that Total E&P’s position “ignores the reasoning of the arbitration provision and that arbitrability, including which agreement is at issue, has been delegated to the arbitrators.” 647 S.W.3d at 102 n.4; see also id. at 102 n.5 (“[W]hether the dispute arises under the Chinook Agreement or the [System Operating Agreement], under this broad arbitration provision, is a determination of arbitrability to be made by the arbitrator.”). We recognize that because arbitration is a matter of contract, courts must decide in the first instance whether a valid arbitration agreement exists. Henry Schein, 139 S. Ct. at 530. Total E&P argues that no valid arbitration agreement exists as to the claims it has asserted in this suit. See, e.g., Field Intel. Inc v. Xylem Dewatering Sols. Inc., 49 F.4th 351, 356–57 (3d Cir. 2022) (holding that a court was required to decide whether parties superseded a valid arbitration agreement by entering into a subsequent agreement). But this argument collapses two separate inquiries. “A party seeking to compel arbitration must establish the existence of a valid arbitration agreement and that the claims at issue fall within the scope of that agreement.” Henry v. Cash Biz, LP, 551 S.W.3d 111, 115 (Tex. 2018). This is a two-step process, requiring the party to “first establish the existence of an arbitration agreement” and then establish that “the arbitration agreement covers” the claims asserted. In re FirstMerit Bank, N.A., 52 S.W.3d 749, 753 (Tex. 2001). Importantly, an arbitration agreement does not “have to be included in each of the contract documents it purports to cover,” and “[s]o long as the parties agreed to arbitrate this dispute, it does not matter which document included that agreement.” In re AdvancePCS Health L.P., 172 S.W.3d 603, 606 (Tex. 2005); see also Romero v. Herrera, No. 04-18-00845-CV, 2019 WL 2439107, at *3 (Tex. App.—San Antonio June 12, 2019, no pet.) (“[T]he scope of an arbitration agreement turns on its terms, not on the particular written instrument in which the arbitration agreement appears.”). We have resolved the first inquiry here by concluding that a valid arbitration agreement exists between these parties. Total E&P’s argument focuses on the second inquiry, contending that the valid arbitration agreement does not apply to the claims it asserted in this suit because those claims do not arise out of the agreement that contains the valid arbitration agreement. This argument challenges the scope of the arbitration agreement, which (as we have explained) courts must resolve unless the parties have clearly and unmistakably delegated that issue to the arbitrators. Baby Dolls, 642 S.W.3d at 586; Robinson, 590 S.W.3d at 525, 532.[32] And as we have explained, these parties have. We therefore agree with the court of appeals that the parties’ agreement to delegate arbitrability issues requires the arbitrator to decide whether their arbitration agreement requires arbitration of the claims asserted in this suit.[33] V. Conclusion We hold that the parties clearly and unmistakably delegated to the AAA arbitrator the decision of whether the parties’ controversy must be resolved by arbitration. We express no opinion on the merits of the parties’ controversy or on whether the arbitrator or the courts must resolve them. We therefore affirm the court of appeals’ judgment. Jeffrey S. Boyd Justice OPINION DELIVERED: April 14, 2023 (Corrected opinion issued June 9, 2023)
