*37 Mr. Justice Stone

delivered the opinion of the Court.

The question is whether the Supreme Court of Illinois, by its adjudication that petitioners in this case are bound by a judgment rendered in an earlier litigation to which they were not parties, has deprived them of the due process of law guaranteed by the Fourteenth Amendment.

Respondents brought this suit in the Circuit Court of Cook County, Illinois, tp enjoin the breach by petitioners of an-agreement restricting the'use of land within a described area of the City of Chicago, which was alleged to have been entered into by some five hundred of the landowners.. The agreement stipulated that for a specified .period no part of the land should be “sold, leased to or permitted to be occupied by any person of the colored *38 race,” , and provided that it should not be effective unless signed by the “owners of 95 per centum of the frontage” within the described areá. The bill of complaint set up that the owners of 95 per cent of the frontage had signed; that respondents are owners of land within the restricted area who have either signed the agreement or acquired their land from others who did sign; and that petitioners Hansberry, who are Negroes, have, with the alleged aid of the other petitioners and with knowledge of the agreement, acquired and are occupying land in the restricted area formerly belonging to an owner who had signed the agreement.

To the defense that the agreement had never become effective because owners of 95 per cent of the frontage had not signed it, respondents pleaded that that issue was res judicata by the decree in an earlier suit. Burke v. Kleiman, 277 Ill. App. 519. To this petitioners pleaded, by way of rejoinder, that they, were not parties to that suit or bóund by its decree, and that' denial of their right to litigate, in the present .suit, the issue of performance of the. condition precedent to the validity of the agreer ment would be a denial of due process of law guaranteed by the Fourteenth Amendment. It does not appear, nor is it contended that any of petitioners is the successor in interest to or in privity with any of the parties in the earlier suit.

The circuit court, after a trial on the merits, found that owners of only about 54 per cent of the frontage had signed the agreement, and that the only support of the judgment in the Burke case was a false and fraudulent stipulation of the parties, that owners of 95 per cent had signed. But it ruled that the issue'of performance of the condition precedent to thó validity of the agreement was res judicata, alleged and entered a decree for respondents. The Supreme Court of Illinois , affirmed. 372 Ill. 369; 24 N. E. 2d 37. We granted certiorari to resolve the constitutional question. 309 U. S. 652.

*39 The Supreme Court of Illinois, upon an examination of the record in Burke v. Kleiman, supra, found that that suit, in the Superior Court of Cook County, was brought by a landowner in the restricted area to enforce the agreement, which had been signed by her predecessor in title, in behalf of herself and other property owners in like situation, against four named individuals, who had acquired or asserted an interest in a plot of land formerly owned by another signer (if the agreement; that, upon stipulation of the parties in that suit that the agreement had been signed by owners of 95 per cent of all the frontage, the court had adjudged that the agreement was in force, that it vjas a covenant running with the land and binding all the land within the described area in the hands of the parties to the agreement and those claiming under them, including defendants, and had entered its decree restraining the breach of the agreement by the defendants and those claiming under them, and that the appellate court had affirmed the decree. It found that the stipulation was untrue but held, contrary to the trial court, that it was not fraudulent or. collusive. It also appears from the record in Burke v. Kleiman that the case was. tried on an agreed statement of facts which raised only a single issue, whether by reason of changes in the restricted area, the agreement had ceased to be. enfórcible in equity.

From this the Supreme Court of Illinois concluded in’the present case that Burke v. Kleiman was a “class” or “representative” suit, and that in such a suit, “where the remedy is pursúed by a plaintiff who has the right to represent the class to which he belongs, other members of the class are bound by the results in the case unless it is reversed or set aside on direct proceedings”; that petitioners, in the present suit were members of the class represented by the plaintiffs in the earlier suit and consequently were bound by its decree, which , had . rendered *40 the issue of performance of the condition precedent to the restrictive agreement res judicata, so far as petitioners are concerned. The court thought that the circumstance that the stipulation in the earlier suit that owners of 95 per cent of the frontage had signed the agreement was contrary to the fact, as found in the present suit, did not militate against this conclusion, since the court in the earlier suit had jurisdiction to determine the fact as between the parties before it, and that its determination, because of the representative character of the suit, even though erroneous, was binding on petitioners until set aside by a direct attack on the first judgment.

State courts are free to attach such descriptive labels to litigations before them as they may choose and to attribute to. them such consequences as they think appropriate under state constitutions and laws, subject only to the requirements of the Constitution of the United States. But when the judgment of a state court, ascribing to the judgment of another court the binding force and effect of res judicata, is challenged for want of due process it becomes the duty of this Court to examine the course of . procedure in both litigations to ascertain .whether the litigant.whose rights have thus been adjudi¡cated has been afforded such notice and opportunity to be heard as. are requisite to the due process which the Constitution prescribes. Western Life Indemnity Co. v. Rupp, 235 U. S. 261, 273.

It is a principle of. general application in Anglo-American jurisprudence that one is not bound by a'judgment in personam in a litigation in which he is not designated as a party or to which he ¿has not been made a party by service of process. Pennoyer v. Neff, 95 U. S. 714; 1 Freeman on Judgments (5th ed.), § 407. A judgment rendered in such circumstances, is not entitled to the full faith and credit whichLihe Constitution and statute of the United States, R. S. § 905, 28 U. S. C. § 687, pre *41 scribe, Pennoyer v. Neff, supra; Lafayette Ins. Co. v. French, 18 How. 404; Hall v. Lanning, 91 U. S. 160; Baker v. Baker, Eccles & Co., 242 U. S. 394; and judicial action enforcing it against the person or property of the absent party is not that, due process which the Fifth and Fourteenth Amendments require. Postal Telegraph Cable Co. v. Newport, 247 U. S. 464; Old Wayne Mutual Life Assn. v. McDonough, 204 U. S. 8.

To these' general rules there is a recognized exception that, to an extent not precisely defined by judicial opinion, the judgment in a “class” or “representative” suit, to which some members of the class are parties, may bind members of the class or those represented who were not made parties to it. Smith v. Swormstedt, 16 How. 288; Royal Arcanum v. Green, 237 U. S. 531; Hartford Life Ins. Co. v. Ibs, 237 U. S. 662; Hartford Life Ins. Co. v. Barber, 245 U. S. 146; Supreme Tribe of Ben-Hur v. Cauble, 255 U. S. 356; cf. Christopher v. Brusselback, 302 U. S. 500.

The class suit was an invention of equity to enable it to proceed to a decree in suits where the number of those interested in the subject of the litigation is so great that their joinder as parties in conformity to the usual rules of procedure is impracticable. Courts are not infrequently called upon to proceed with causes in which the number of those interested in the litigation is so great as to make difficult or impossible the joinder of all because some are not within the jurisdiction or because their whereabouts is unknown or where if all were made parties to the suit its continued abatement by the death of some would prevent or unduly delay a decree. In such cases where the interests of those not joined are of the same class as the interests of those who are, and where it is considered that the latter fairly represent the former in the prosecution of the' litigation of the issues in which all have a common interest, the court will *42 proceed to a decree. Brown v. Vermuden, Ch. Cas. 272; City of London v. Richmond, 2 Vern. 421; Cockburn v. Thompson, 16 Ves. Jr. 321; West v. Randall, Fed. Cas. No. 17, 424; 2 Mason 181; Beatty v. Kurtz, 2 Pet. 566; Smith v. Swormstedt, supra; Supreme Tribe of Ben-Hur v. Cauble, supra; Story, Equity Pleading (2d ed.) § 98.

It is evident that the considerations which may induce a court thus to proceed, despite a technical defect of parties, may differ from those which must be taken into account in determining whether the absent parties are bound by the decree or, if it is adjudged that they are, in ascertaining whether such an adjudication satisfies the requirements of due process and of full faith and credit. Nevertheless, there is scope within the framework of the Constitution for holding in appropriate cases that a judgment rendered. in a class suit is res judicata‘ as to members of the class who are not formal parties to the suit. Here, as elsewhere, the Fourteenth Amendment does not compel state courts or legislatures to adopt any particular rule for establishing the conclusiveness of judgments in class suits; cf. Brown v. New Jersey, 175 U. S. 172; Brown v. Mississippi, 297 U. S. 278; United Gas Public Service Co. v. Texas, 303 U. S. 123; Avery v. Alabama, 308 U. S. 444, 446, 447, nor does it compel'the adoption of the particular rules thought by this Court to be appropriate for the federal courts. . With a proper regard for divergent local institutions and interests, cf. Jackson County v. United States, 308 U. S. 343, 361, this Court is justified in saying that there has been a failure of due process only in those cases where, it cannot be said that the procedure adopted, fairly insures the protection of the interests of absent parties who are to be bound by it. Chicago, B. & Q. R. Co. v. Chicago, 166 U. S. 226, 235.

It is familiar doctrine of' the federal courts that members of a class not present -as -parties to the litigation *43 may be bound by the judgment where they are in fact adequately represented by parties who are present, or where they actually participate in the conduct of the litigation in which members of the class are present as parties, Plumb v. Goodinow’s Administrator, 123 U. S. 560; Confectioners’ Machinery Co. v. Racine Engine & Mach. Co., 163 F. 914; 170 F. 1021; Bryant Electric Co. v. Marshall, 169 F. 426, or where the interest of the members of the class, some of whom are present as parties, is joint, or where for any other reason the relationship between the parties present and those who are absent is such as legally to entitle the former to stand in judgment for the latter. Smith v. Swormstedt, supra; cf. Christopher v. Brusselback, supra, 503, 504, and cases cited.

In all such cases, so far as it can be said that the members of the class who aré present are, by generally recognized rules of law, entitled to stand in judgment for thosp who are not, we may assume for present purposes that such'procedure affords a protection to the parties who ,are represented, though absent, which would satisfy the requirements of due process and full faith and credit See Bernheimer v. Converse, 206 U. S. 516; Marin v. Augedahl, 247 U. S. 142; Chandler v. Peketz, 297 U. S. 609. Nor do we find it necessary for the decision of this case to say that, when the only circumstance defining the class is that the determination of the rights of its members turns upon a single issue of fact or law, a state could not constitutionally adopt a procedure whereby some of the members of the class could stand in judgment for all, provided that the procedure were so devised and applied as to insure that those present are of the same' class as those absent and that the litigation is so conducted as to insure the full and fair consideration of the common issue. Compare New England Divisions Case, 261 U. S. 184, 197; Taggart v. Bremner, 236 F. 544. *44 We decide only that the procedure and the course of litigation sustained here by the plea of res judicata do not satisfy these requirements.

The restrictive agreement did not purport to create a joint obligation or liability. If valid and effective its promises were the several obligations of the signers and those claiming under them. The promises ran severally to every other signer.. It is plain that in such circumstances all those alleged to be bound by the agreement would not constitute a single class in any litigation brought to enforce it. Those who sought to secure its benefits by enforcing it. could not be said to be in the same class with or represent those whose interest was in resisting performance, for the agreement by its terms imposes obligations and confers rights on the owner of each plot of land who signs it. If those who thus seek to secure the benefits of the agreement were rightly regarded by the state Supreme Court as constituting a class, it is evident that those signers or their successors who are interested in challenging the validity of the agreement and resisting its performance are not of the same class in the sense that their interests are identical so that any group who had elected to enforce rights conferred by the agreement could be said to be acting in the interest of any others who were free to deny its obligation.

Because of the dual and potentially conflicting interests of those who are putative parties to the agreement in compelling or resisting its performance, it is impossible to say, solely because they are parties to it, that any two of them are of the. same class. Nor without more, and with the due regard for the protection of the rights of absent parties which' due process exacts, can some be permitted to stand in judgment for* all.

It ip, one thing to say that some members of a class may represent other members in a litigation where the sole anti condmon interest of the class in the litigation, is either to assert a common right or to challenge an *45 asserted obligation. Smith v. Swormstedt, supra; Supreme Tribe of Ben-Hur v. Cauble, supra; Groves v. Farmers State Bank, 368 Ill. 35; 12 N. E. 2d 618. It is quite another to hold that all those who ape free alternatively either , to assert'rights or to challenge them are of a single class, so that any group, merely because it is. of the class so constituted, may be deemed adequately to represent any others of the class in litigating their interests in either alternative. Such a selection of representatives for purposes of litigation, whose substantial interests are not necessarily or even probably the. same as those whom they are deemed to represent, does not afford that protection to absent parties which due process requires. The doctrine of representation of absent parties in a class suit has not hitherto been thought to go so far. See Terry v. Bank of Cape Fear, 20 F. 777, 781; Weidenfeld v. Northern Pacific Ry. Co., 129 F. 305, 310; McQuillen v. National Cash Register Co., 22 F. Supp. 867, 873, aff’d 112 F. 2d 877, 882; Brenner v. Title Guarantee & Trust Co., 276 N. Y. 230; 11 N. E. 2d 890; cf. Wabash R. Co. v. Adelbert College, 208 U. S. 38; Coe v. Armour Fertilizer Works, 237 U. S. 413. Apart from the opportunities it would afford for the fraudulent and collusive sacrifice of the rights of absent parties, we think that the representation in this case no more satisfies the requirements of due process than a trial by a judicial officer who is in such situation that he may have an interest in the outcome of the litigation in conflict with that of. the litigants. Turney v. Ohio, 273 U. S. 510.

. The plaintiffs in the Burke case sought to compel performance of the agreement in behalf of themselves and all others similarly situated. They did not designate the defendants in the suit as a class or seek, any injunction or other relief against others than the named defendants, and the decree which was entered did not purport to bind others. In seeking to enforce the agreement the plaintiffs *46 in that suit were not representing the petitioners, here whose substantial" interest is in resisting performance. The defendants in the first suit were not treated by the pleadings or .decree as representing others or as foreclosing by their defense the rights of others; and, even though nominal defendants, it does not appear that their interest in defeating the contract outweighed their interest in establishing its validity. For a court in this situation to ascribe to either the plaintiffs or defendants the performance of such functions on behalf of petitioners here, is to attribute to them a power that it cannot be said that they had assumed to exercise, and a responsibility which, in view of their dual interests it does not appear that they could rightly discharge.

Reversed.

*799Justice Rehnquist

delivered the opinion of the Court.

Petitioner is a Delaware corporation which has its principal place of business in Oklahoma. During the 1970’s it produced or purchased natural gas from leased land located in 11 different States, and sold most of the gas in interstate commerce. Respondents are some 28,000 of the royalty owners possessing rights to the leases from which petitioner produced the gas; they reside in all 50 States, the District of Columbia, and several foreign countries. Respondents brought a class action against petitioner in the Kansas state court, seeking to recover interest on royalty payments which had been delayed by petitioner. They recovered judgment in the trial court, and the Supreme Court of Kansas affirmed the judgment over petitioner’s contentions that the Due Process Clause of the Fourteenth Amendment prevented Kansas from adjudicating the claims of all the respondents, and that the Due Process Clause and the Full Faith and Credit Clause of Article IV of the Constitution prohibited the application of Kansas law to all of the transactions between petitioner and respondents. 235 Kan. 195, 679 P. 2d 1159 (1984). We granted certiorari to consider these claims. 469 U. S. 879 (1984). We reject petitioner’s jurisdictional claim, but sustain its claim regarding the choice of law.

Because petitioner sold the gas to its customers in interstate commerce, it was required to secure approval for price increases from what was then the Federal Power Commission, and is now the Federal Energy Regulatory Commission. Under its regulations the Federal Power Commission permitted petitioner to propose and collect tentative higher gas prices, subject to final approval by the Commission. If the Commission eventually denied petitioner’s proposed price increase or reduced the proposed increase, petitioner would *800have to refund to its customers the difference between the approved price and the higher price charged, plus interest at a rate set by statute. See 18 CFR § 154.102 (1984).

Although petitioner received higher gas prices pending review by the Commission, petitioner suspended any increase in royalties paid to the royalty owners because the higher price could be subject to recoupment by petitioner’s customers. Petitioner agreed to pay the higher royalty only if the royalty owners would provide petitioner with a bond or indemnity for the increase, plus interest, in case the price increase was not ultimately approved and a refund was due to the customers. Petitioner set the interest rate on the indemnity agreements at the same interest rate the Commission would have required petitioner to refund to its customers. A small percentage of the royalty owners provided this indemnity and received royalties immediately from the interim price increases; these royalty owners are unimportant to this case.

The remaining royalty owners received no royalty on the unapproved portion of the prices until the Federal Power Commission approval of those prices became final. Royalties on the unapproved portion of the gas price were suspended three times by petitioner, corresponding to. its three proposed price increases in the mid-1970’s. In three written opinions the Commission approved all of petitioner’s tentative price increases, so petitioner paid to its royalty owners the suspended royalties of $3.7 million in 1976, $4.7 million in 1977, and $2.9 million in 1978. Petitioner paid no interest to the royalty owners although it had the use of the suspended royalty money for a number of years.

Respondents Irl Shutts, Robert Anderson, and Betty Anderson filed suit against petitioner in Kansas state court, seeking interest payments on their suspended royalties which petitioner had possessed pending the Commission’s approval of the price increases. Shutts is a resident of Kansas, and the Andersons live in Oklahoma. Shutts and the Ander-*801sons own gas leases in Oklahoma and Texas. Over petitioner’s objection the Kansas trial court granted respondents’ motion to certify the suit as a class action under Kansas law. Kan. Stat. Ann. § 60-223 et seq. (1983). The class as certified was comprised of 33,000 royalty owners who had royalties suspended by petitioner. The average claim of each royalty owner for interest on the suspended royalties was $100.

After the class was certified respondents provided each class member with notice through first-class mail. The notice described the action and informed each class member that he could appear in person or by counsel; otherwise each member would be represented by Shutts and the Ander-sons, the named plaintiffs. The notices also stated that class members would be included in the class and bound by the judgment unless they “opted out” of the lawsuit by executing and returning a “request for exclusion” that was included with the notice. The final class as certified contained 28,100 members; 3,400 had “opted out” of the class by returning the request for exclusion, and notice could not be delivered to another 1,500 members, who were also excluded. Less than 1,000 of the class members resided in Kansas. Only a minuscule amount, approximately one quarter of one percent, of the gas leases involved in the lawsuit were on Kansas land.

After petitioner’s mandamus petition to decertify the class was denied, Phillips Petroleum v. Duckworth, No. 82-54608 (Kan., June 28, 1982), cert. denied, 459 U. S. 1103 (1983), the case was tried to the court. The court found petitioner liable under Kansas law for interest on the suspended royalties to all class members. The trial court relied heavily on an earlier, unrelated class action involving the same nominal plaintiff and the same defendant, Shutts, Executor v. Phillips Petroleum Co., 222 Kan. 527, 567 P. 2d 1292 (1977), cert. denied, 434 U. S. 1068 (1978). The Kansas Supreme Court had held in Shutts, Executor that a gas company owed interest to royalty owners for royalties suspended pending final Commission approval of a price increase. No federal statutes *802touched on the liability for suspended royalties, and the court in Shutts, Executor held as a matter of Kansas equity law that the applicable interest rates for computation of interest on suspended royalties were the interest rates at which the gas company would have had to reimburse its customers had its interim price increase been rejected by the Commission. The court in Shutts, Executor viewed these as the fairest interest rates because they were also the rates that petitioner required the royalty owners to meet in their indemnity agreements in order to avoid suspended royalties.

The trial court in the present case applied the rule from Shutts, Executor, and held petitioner liable for prejudgment and postjudgment interest on the suspended royalties, computed at the Commission rates governing petitioner’s three price increases. See 18 CPR §154.102 (1984). The applicable interest rates were: 7% for royalties retained until October 1974; 9% for royalties retained between October 1974 and September 1979; and thereafter at the average prime rate. The trial court did not determine whether any difference existed between the laws of Kansas and other States, or whether another State’s laws should be applied to non-Kansas plaintiffs or to royalties from leases in States other than Kansas. 235 Kan., at 221, 679 P. 2d, at 1180.

Petitioner raised two principal claims in its appeal to the Supreme Court of Kansas. It first asserted that the Kansas trial court did not possess personal jurisdiction over absent plaintiff class members as required by International Shoe Co. v. Washington, 326 U. S. 310 (1945), and similar cases. Related to this first claim was petitioner’s contention that the “opt-out” notice to absent class members, which forced them to return the request for exclusion in order to avoid the suit, was insufficient to bind class members who were not residents of Kansas or who did not possess “minimum contacts” with Kansas. Second, petitioner claimed that Kansas courts could not apply Kansas law to every claim in the dispute. The trial court should have looked to the laws of each State *803where the leases were located to determine, on the basis of conflict of laws principles, whether interest on the suspended royalties was recoverable, and at what rate.

The Supreme Court of Kansas held that the entire cause of action was maintainable under the Kansas class-action statute, and the court rejected both of petitioner’s claims. 235 Kan. 195, 679 P. 2d 1159 (1984). First, it held that the absent class members were plaintiffs, not defendants, and thus the traditional minimum contacts test of International Shoe did not apply. The court held that nonresident class-action plaintiffs were only entitled to adequate notice, an opportunity to be heard, an opportunity to opt out of the case, and adequate representation by the named plaintiffs. If these procedural due process minima were met, according to the court, Kansas could assert jurisdiction over the plaintiff class and bind each class member with a judgment on his claim. The court surveyed the course of the litigation and concluded that all of these minima had been met.

The court also rejected petitioner’s contention that Kansas law could not be applied to plaintiffs and royalty arrangements having no connection with Kansas. The court stated that generally the law of the forum controlled all claims unless “compelling reasons” existed to apply a different law. The court found no compelling reasons, and noted that “[t]he plaintiff class members have indicated their desire to have this action determined under the laws of Kansas.” 235 Kan., at 222, 679 P. 2d, at 1181. The court affirmed as a matter of Kansas equity law the award of interest on the suspended royalties, at the rates imposed by the trial court. The court set the postjudgment interest rate on all claims at the Kansas statutory rate of 15%. Id,., at 224, 679 P. 2d, at 1183.

H-I

As a threshold matter we must determine whether petitioner has standing to assert the claim that Kansas did not possess proper jurisdiction over the many plaintiffs in the *804class who were not Kansas residents and had no connection to Kansas. Respondents claim that a party generally may assert only his own rights, and that petitioner has no standing to assert the rights of its adversary, the plaintiff class, in order to defeat the judgment in favor of the class.

Standing to sue in any Article III court is, of course, a federal question which does not depend on the party’s prior standing in state court. Doremus v. Board of Education, 342 U. S. 429, 434 (1952); Baker v. Carr, 369 U. S. 186, 204 (1962). Generally stated, federal standing requires an allegation of a present or immediate injury in fact, where the party requesting standing has “alleged such a personal stake in the outcome of the controversy as to assure that concrete adverseness which sharpens the presentation of issues.” Ibid. There must be some causal connection between the asserted injury and the challenged action, and the injury must be of the type “likely to be redressed by a favorable decision.” Valley Forge Christian College v. Americans United for Separation of Church and State, Inc., 454 U. S. 464, 472 (1982). See Simon v. Eastern Kentucky Welfare Rights Org., 426 U. S. 26, 41-42 (1976); Arlington Heights v. Metropolitan Housing Dev. Corp., 429 U. S. 252, 261 (1977).

Additional prudential limitations on standing may exist even though the Article III requirements are met because “the judiciary seeks to avoid deciding questions of broad social import where no individual rights would be vindicated and to limit access to the federal courts to those litigants best suited to assert a particular claim.” Gladstone, Realtors v. Village of Bellwood, 441 U. S. 91, 99-100 (1979). One of these prudential limits on standing is that a litigant must normally assert his own legal interests rather than those of third parties. See Singleton v. Wulff, 428 U. S. 106 (1976); Craig v. Boren, 429 U. S. 190 (1976).

Respondents claim that petitioner is barred by the rule requiring that a party assert only his own rights; they point out that respondents and petitioner are adversaries and do *805not have allied interests such that petitioner would be a good proponent of class members’ interests. They further urge that petitioner’s interference is unneeded because the class members have had opportunity to complain about Kansas’ assertion of jurisdiction over their claim, but none have done so. See Singleton, supra, at 113-114.

Respondents may be correct that petitioner does not possess standing's tertii, but this is not the issue. Petitioner seeks to vindicate its own interests. As a class-action defendant petitioner is in a unique predicament. If Kansas does not possess jurisdiction over this plaintiff class, petitioner will be bound to 28,100 judgment holders scattered across the globe, but none of these will be bound by the Kansas decree. Petitioner could be subject to numerous later individual suits by these class members because a judgment issued without proper personal jurisdiction over an absent party is not entitled to full faith and credit elsewhere and thus has no res judicata effect as to that party. Whether it wins or loses on the merits, petitioner has a distinct and personal interest in seeing the entire plaintiff class bound by res judicata just as petitioner is bound. The only way a class-action defendant like petitioner can assure itself of this binding effect of the judgment is to ascertain that the forum court has jurisdiction over every plaintiff whose claim it seeks to adjudicate, sufficient to support a defense of res judicata in a later suit for damages by class members.

While it is true that a court adjudicating a dispute may not be able to predetermine the res judicata effect of its own judgment, petitioner has alleged that it would be obviously and immediately injured if this class-action judgment against it became final without binding the plaintiff class. We think that such an injury is sufficient to give petitioner standing on its own right to raise the jurisdiction claim in this Court.

Petitioner’s posture is somewhat similar to the trust settlor defendant in Hanson v. Denckla, 357 U. S. 235 (1958), who we found to have standing to challenge the forum’s personal *806jurisdiction over an out-of-state trust company which was an indispensable party under the forum State’s law. Because the court could not proceed with the action without jurisdiction over the trust company, we observed that “any defendant affected by the court’s judgment ha[d] that ‘direct and substantial personal interest in the outcome’ that is necessary to challenge whether that jurisdiction was in fact acquired.” Id., at 245, quoting Chicago v. Atchison, T. & S. F. R. Co., 357 U. S. 77 (1958).

II

Reduced to its essentials, petitioner’s argument is that unless out-of-state plaintiffs affirmatively consent, the Kansas courts may not exert jurisdiction over their claims. Petitioner claims that failure to execute and return the “request for exclusion” provided with the class notice cannot constitute consent of the out-of-state plaintiffs; thus Kansas courts may exercise jurisdiction over these plaintiffs only if the plaintiffs possess the sufficient “minimum contacts” with Kansas as that term is used in cases involving personal jurisdiction over out-of-state defendants. E. g., International Shoe Co. v. Washington, 326 U. S. 310 (1945); Shaffer v. Heitner, 433 U. S. 186 (1977); World-Wide Volkswagen Corp. v. Woodson, 444 U. S. 286 (1980). Since Kansas had no prelitigation contact with many of the plaintiffs and leases involved, petitioner claims that Kansas has exceeded its jurisdictional reach and thereby violated the due process rights of the absent plaintiffs.

In International Shoe we were faced with an out-of-state corporation which sought to avoid the exercise of personal, jurisdiction over it as a defendant by a Washington state court. We held that the extent of the defendant’s due process protection would depend “upon the quality and nature of the activity in relation to the fair and orderly administration of the laws . . . .” 326 U. S., at 319. We noted that the Due Process Clause did not permit a State to make a binding judgment against a person with whom the State had no con*807tacts, ties, or relations. Ibid. If the defendant possessed certain minimum contacts with the State, so that it was “reasonable and just, according to our traditional conception of fair play and substantial justice” for a State to exercise personal jurisdiction, the State could force the defendant to defend himself in the forum, upon pain of default, and could bind him to a judgment. Id., at 320.

The purpose of this test, of course, is to protect a defendant from the travail of defending in a distant forum, unless the defendant’s contacts with the forum make it just to force him to defend there. As we explained in Woodson, supra, the defendant’s contacts should be such that “he should reasonably anticipate being haled” into the forum. 444 U. S., at 297. In Insurance Corp. of Ireland v. Compagnie des Bauxites de Guinee, 456 U. S. 694, 702-703, and n. 10 (1982), we explained that the requirement that a court have personal jurisdiction comes from the Due Process Clause’s protection of the defendant’s personal liberty interest, and said that the requirement “represents a restriction on judicial power not as a matter of sovereignty, but as a matter of individual liberty.” (Footnote omitted.)

Although the cases like Shaffer and Woodson which petitioner relies on for a minimum contacts requirement all dealt with out-of-state defendants or parties in the procedural posture of a defendant, cf. New York Life Ins. Co. v. Dunlevy, 241 U. S. 518 (1916); Estin v. Estin, 334 U. S. 541 (1948), petitioner claims that the same analysis must apply to absent class-action plaintiffs. In this regard petitioner correctly points out that a chose in action is a constitutionally recognized property interest possessed by each of the plaintiffs. Mullane v. Central Hanover Bank & Trust Co., 339 U. S. 306 (1950). An adverse judgment by Kansas courts in this case may extinguish the chose in action forever through res judicata. Such an adverse judgment, petitioner claims, would be every bit as onerous to an absent plaintiff as an adverse judgment on the merits would be to a defend*808ant. Thus, the same due process protections should apply to absent plaintiffs: Kansas should not be able to exert jurisdiction over the plaintiffs’ claims unless the plaintiffs have sufficient minimum contacts with Kansas.

We think petitioner’s premise is in error. The burdens placed by a State upon an absent class-action plaintiff are not of the same order or magnitude as those it places upon an absent defendant. An out-of-state defendant summoned by a plaintiff is faced with the full powers of the forum State to render judgment against it. The defendant must generally hire counsel and travel to the forum to defend itself from the plaintiff’s claim, or suffer a default judgment. The defendant may be forced to participate in extended and often costly discovery, and will be forced to respond in damages or to comply with some other form of remedy imposed by the court should it lose the suit. The defendant may also face liability for court costs and attorney’s fees. These burdens are substantial, and the minimum contacts requirement of the Due Process Clause prevents the forum State from unfairly imposing them upon the defendant.

A class-action plaintiff, however, is in quite a different posture. The Court noted this difference in Hansberry v. Lee, 311 U. S. 32, 40-41 (1940), which explained that a “class” or “representative” suit was an exception to the rule that one could not be bound by judgment in personam unless one was made fully a party in the traditional sense. Ibid., citing Pennoyer v. Neff, 95 U. S. 714 (1878). As the Court pointed out in Hansberry, the class action was an invention of equity to enable it to proceed to a decree in suits where the number of those interested in the litigation was too great to permit joinder. The absent parties would be bound by the decree so long as the named parties adequately represented the absent class and the prosecution of the litigation was within the common interest.1 311 U. S., at 41.

*809Modern plaintiff class actions follow the same goals, permitting litigation of a suit involving common questions when there are too many plaintiffs for proper joinder. Class actions also may permit the plaintiffs to pool claims which would be uneconomical to litigate individually. For example, this lawsuit involves claims averaging about $100 per plaintiff; most of the plaintiffs would have no realistic day in court if a class action were not available.

In sharp contrast to the predicament of a defendant haled into an out-of-state forum, the plaintiffs in this suit were not haled anywhere to defend themselves upon pain of a default judgment. As commentators have noted, from the plaintiffs’ point of view a class action resembles a “quasi-administrative proceeding, conducted by the judge.” 3B J. Moore & J. Kennedy, Moore’s Federal Practice ¶23.45 [4.-5] (1984); Kaplan, Continuing Work of the Civil Committee: 1966 Amendments to the Federal Rules of Civil Procedure (I), 81 Harv. L. Rev. 356, 398 (1967).

A plaintiff class in Kansas and numerous other jurisdictions cannot first be certified unless the judge, with the aid of the named plaintiffs and defendant, conducts an inquiry into the common nature of the named plaintiffs’ and the absent plaintiffs’ claims, the adequacy of representation, the jurisdiction possessed over the class, and any other matters that will bear upon proper representation of the absent plaintiffs’ interest. See, e. g., Kan. Stat. Ann. §60-223 (1983); Fed. Rule Civ. Proc. 23. Unlike a defendant in a civil suit, a class-action plaintiff is not required to fend for himself. See Kan. Stat. Ann. § 60-223(d) (1983). The court and named plaintiffs protect his interests. Indeed, the class-action defendant itself has a great interest in ensuring that the absent plaintiffs’ claims are properly before the forum. In this case, for *810example, the defendant sought to avoid class certification by alleging that the absent plaintiffs would not be adequately represented and were not amenable to jurisdiction. See Phillips Petroleum v. Duckworth, No. 82-54608 (Kan., June 28, 1982).

The concern of the typical class-action rules for the absent plaintiffs is manifested in other ways. Most jurisdictions, including Kansas, require that a class action, once certified, may not be dismissed or compromised without the approval of the court. In many jurisdictions such as Kansas the court may amend the pleadings to ensure that all sections of the class are represented adequately. Kan. Stat. Ann. §60-223(d) (1983); see also, e. g., Fed. Rule Civ. Proc. 23(d).

Besides this continuing solicitude for their rights, absent plaintiff class members are not subject to other burdens imposed upon defendants. They need not hire counsel or appear. They are almost never subject to counterclaims or cross-claims, or liability for fees or costs.2 Absent plaintiff class members are not subject to coercive or punitive remedies. Nor will an adverse judgment typically bind an absent plaintiff for any damages, although a valid adverse judgment may extinguish any of the plaintiff’s claims which were litigated.

Unlike a defendant in a normal civil suit, an absent class-action plaintiff is not required to do anything. He may sit back and allow the litigation to run its course, content in knowing that there are safeguards provided for his protection. In most class actions an absent plaintiff is provided at least with an opportunity to “opt out” of the class, and if he takes advantage of that opportunity he is removed from the *811litigation entirely. This was true of the Kansas proceedings in this case. The Kansas procedure provided for the mailing of a notice to each class member by first-class mail. The notice, as we have previously indicated, described the action and informed the class member that he could appear in person or by counsel, in default of which he would be represented by the named plaintiffs and their attorneys. The notice further stated that class members would be included in the class and bound by the judgment unless they “opted out” by executing and returning a “request for exclusion” that was included in the notice.

Petitioner contends, however, that the “opt out” procedure provided by Kansas is not good enough, and that an “opt in” procedure is required to satisfy the Due Process Clause of the Fourteenth Amendment. Insofar as plaintiffs who have no minimum contacts with the forum State are concerned, an “opt in” provision would require that each class member affirmatively consent to his inclusion within the class.

Because States place fewer burdens upon absent class plaintiffs than they do upon absent defendants in nonclass suits, the Due Process Clause need not and does not afford the former as much protection from state-court jurisdiction as it does the latter. The Fourteenth Amendment does protect “persons,” not “defendants,” however, so absent plaintiffs as well as absent defendants are entitled to some protection from the jurisdiction of a forum State which seeks to adjudicate their claims. In this case we hold that a forum State may exercise jurisdiction over the claim of an absent class-action plaintiff, even though that plaintiff may not possess the minimum contacts with the forum which would support personal jurisdiction over a defendant. If the forum State wishes to bind an absent plaintiff concerning a claim for money damages or similar relief at law,3 it must provide min*812imal procedural due process protection. The plaintiff must receive notice plus an opportunity to be heard and participate in the litigation, whether in person or through counsel. The notice must be the best practicable, “reasonably calculated, under all the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections.” Mullane, 339 U. S., at 314-315; cf. Eisen v. Carlisle & Jacquelin, 417 U. S. 156, 174-175 (1974). The notice should describe the action and the plaintiffs’ rights in it. Additionally, we hold that due process requires at a minimum that an absent plaintiff be provided with an opportunity to remove himself from the class by executing and returning an “opt out” or “request for exclusion” form to the court. Finally, the Due Process Clause of course requires that the named plaintiff at all times adequately represent the interests of the absent class members. Hansberry, 311 U. S., at 42-43, 45.

We reject petitioner’s contention that the Due Process Clause of the Fourteenth Amendment requires that absent plaintiffs affirmatively “opt in” to the class, rather than be deemed members of the class if they do not “opt out.” We think that such a contention is supported by little, if any precedent, and that it ignores the differences between class-action plaintiffs, on the one hand, and defendants in nonclass civil suits on the other. Any plaintiff may consent to jurisdiction. Keeton v. Hustler Magazine, Inc., 465 U. S. 770 (1984). The essential question, then, is how stringent the requirement for a showing of consent will be.

We think that the procedure followed by Kansas, where a fully descriptive notice is sent first-class mail to each class member, with an explanation of the right to “opt out,” satisfies due process. Requiring a plaintiff to affirmatively *813request inclusion would probably impede the prosecution of those class actions involving an aggregation of small individual claims, where a large number of claims are required to make it economical to bring suit. See, e. g., Eisen, supra, at 161. The plaintiff’s claim may be so small, or the plaintiff so unfamiliar with the law, that he would not file suit individually, nor would he affirmatively request inclusion in the class if such a request were required by the Constitution.4 If, on the other hand, the plaintiff’s claim is sufficiently large or important that he wishes to litigate it on his own, he will likely have retained an attorney or have thought about filing suit, and should be fully capable of exercising his right to “opt out.”

In this case over 3,400 members of the potential class did “opt out,” which belies the contention that “opt out” procedures result in guaranteed jurisdiction by inertia. Another 1,500 were excluded because the notice and “opt out” form was undeliverable. We think that such results show that the “opt out” procedure provided by Kansas is by no means pro forma, and that the Constitution does not require more to protect what must be the somewhat rare species of class member who is unwilling to execute an “opt out” form, but whose claim is nonetheless so important that he cannot be presumed to consent to being a member of the class by his failure to do so. Petitioner’s “opt in” requirement would require the invalidation of score's of state statutes and of the class-action provision of the Federal Rules of Civil Proce*814dure,5 and for the reasons stated we do not think that the Constitution requires the State to sacrifice the obvious advantages in judicial efficiency resulting from the “opt out” approach for the protection of the rara avis portrayed by petitioner.

We therefore hold that the protection afforded the plaintiff class members by the Kansas statute satisfies the Due Process Clause. The interests of the absent plaintiffs are sufficiently protected by the forum State when those plaintiffs are provided with a request for exclusion that can be returned within a reasonable time to the court. See Insurance Corp. of Ireland, 456 U. S., at 702-703, and n. 10. Both the Kansas trial court and the Supreme Court of Kansas held that the class received adequate representation, and no party disputes that conclusion here. We conclude that the Kansas court properly asserted personal jurisdiction over the absent plaintiffs and their claims against petitioner.

HH HH 1 — 1

The Kansas courts applied Kansas contract and Kansas equity law to every claim in this case, notwithstanding that *815over 99% of the gas leases and some 97% of the plaintiffs in the case had no apparent connection to the State of Kansas except for this lawsuit.6 Petitioner protested that the Kan*816sas courts should apply the laws of the States where the leases were located, or at least apply Texas and Oklahoma law because so many of the leases came from those States. The Kansas courts disregarded this contention and found petitioner liable for interest on the suspended royalties as a matter of Kansás law, and set the interest rates under Kansas equity principles.

Petitioner contends that total application of Kansas substantive law violated the constitutional limitations on choice of law mandated by the Due Process Clause of the Fourteenth Amendment and the Full Faith and Credit Clause of Article IV, § 1. We must first determine whether Kansas law conflicts in any material way with any other law which could apply. There can be no injury in applying Kansas law if it is not in conflict with that of any other jurisdiction connected to this suit.

Petitioner claims that Kansas law conflicts with that of a number of States connected to this litigation, especially Texas and Oklahoma. These putative conflicts range from the direct to the tangential, and may be addressed by the Supreme Court of Kansas on remand under the correct constitutional standard. For example, there is no recorded *817Oklahoma decision dealing with interest liability for suspended royalties: whether Oklahoma is likely to impose liability would require a survey of Oklahoma oil and gas law. Even if Oklahoma found such liability, petitioner shows that Oklahoma would most likely apply its constitutional and statutory 6% interest rate rather than the much higher Kansas rates applied in this litigation. Okla. Const., Art XIV, §2; Okla. Stat., Tit. 15, §266 (Supp. 1984-1985); Rendezvous Trails of America, Inc. v. Ayers, 612 P. 2d 1384, 1385 (Okla. App. 1980); Smith v. Robinson, 594 P. 2d 364 (Okla. 1979); West Edmond Hunton Lime Unit v. Young, 325 P. 2d 1047 (Okla. 1958).

Additionally, petitioner points to an Oklahoma statute which excuses liability for interest if a creditor accepts payment of the full principal without a claim for interest, Okla. Stat., Tit. 23, §8 (1951). Cf. Webster Drilling Co. v. Sterling Oil of Oklahoma, Inc., 376 P. 2d 236 (Okla. 1962). Petitioner contends that by ignoring this statute the Kansas courts created liability that does not exist in Oklahoma.

Petitioner also points out several conflicts between Kansas and Texas law. Although Texas recognizes interest liability for suspended royalties, Texas has never awarded any such interest at a rate greater than 6%, which corresponds with the Texas constitutional and statutory rate.7 Tex. Const., Art. 16, § 11; Tex. Rev. Civ. Stat. Ann., Art. 5069-1.03 (Vernon 1971). See Phillips Petroleum Co. v. Stahl Petroleum Co., 569 S. W. 2d 480 (Tex. 1978); Phillips Petroleum Co. v. Adams, 513 F. 2d 355 (CA5), cert. denied, 423 U. S. 930 (1975); cf. Maxey v. Texas Commerce Bank, 580 S. W. 2d 340, 341 (Tex. 1979). Moreover, at least one court interpreting Texas law appears to have held that Texas excuses inter*818est liability once the gas company offers to take an indemnity from the royalty owner and pay him the suspended royalty while the price increase is still tentative. Phillips Petroleum Co. v. Riverside Gas Compression Co., 409 F. Supp. 486, 495-496 (ND Tex. 1976). Such a rule is contrary to Kansas law as applied below, but if applied to the Texas plaintiffs or leases in this case, would vastly reduce petitioner’s liability.

The conflicts on the applicable interest rates, alone — which we do not think can be labeled “false conflicts” without a more thoroughgoing treatment than was accorded them by the Supreme Court of Kansas — certainly amounted to millions of dollars in liability. We think that the Supreme Court of Kansas erred in deciding on the basis that it did that the application of its laws to all claims would be constitutional.

Four Terms ago we addressed a similar situation in Allstate Ins. Co. v. Hague, 449 U. S. 302 (1981). In that case we were confronted with two conflicting rules of state insurance law. Minnesota permitted the “stacking” of separate uninsured motorist policies while Wisconsin did not. Although the decedent lived in Wisconsin, took out insurance policies and was killed there, he was employed in Minnesota, and after his death his widow moved to Minnesota for reasons unrelated to the litigation, and was appointed personal representative of his estate. She filed suit in Minnesota courts, which applied the Minnesota stacking rule.

The plurality in Allstate noted that a particular set of facts giving rise to litigation could justify, constitutionally, the application of more than one jurisdiction’s laws. The plurality recognized, however, that the Due Process Clause and the Full Faith and Credit Clause provided modest restrictions on the application of forum law. These restrictions required “that for a State’s substantive law to be selected in a constitutionally permissible manner, that State must have a significant contact or significant aggregation of contacts, creating state interests, such that choice of its law is neither arbitrary nor fundamentally unfair.” Id., at 312-313. The *819dissenting Justices were in substantial agreement with this principle. Id., at 332 (opinion of Powell, J., joined by Burger, C. J., and Rehnquist, J.). The dissent stressed that the Due Process Clause prohibited the application of law which was only casually or slightly related to the litigation, while the Full Faith and Credit Clause required the forum to respect the laws and judgments of other States, subject to the forum’s own interests in furthering its public policy. Id., at 335-336.

The plurality in Allstate affirmed the application of Minnesota law because of the forum’s significant contacts to the litigation which supported the State’s interest in applying its law. See id., at 313-329. Kansas’ contacts to this litigation, as explained by the Kansas Supreme Court, can be gleaned from the opinion below.

Petitioner owns property and conducts substantial business in the State, so Kansas certainly has an interest in regulating petitioner’s conduct in Kansas. 235 Kan., at 210, 679 P. 2d, at 1174. Moreover, oil and gas extraction is an important business to Kansas, and although only a few leases in issue are located in Kansas, hundreds of Kansas plaintiffs were affected by petitioner’s suspension of royalties; thus the court held that the State has a real interest in protecting “the rights of these royalty owners both as individual residents of [Kansas] and as members of this particular class of plaintiffs.” Id., at 211-212, 679 P. 2d, at 1174. The Kansas Supreme Court pointed out that Kansas courts are quite familiar with this type of lawsuit, and “[t]he plaintiff class members have indicated their desire to have this action determined under the laws of Kansas.” Id., at 211, 222, 679 P. 2d, at 1174, 1181. Finally, the Kansas court buttressed its use of Kansas law by stating that this lawsuit was analogous to a suit against a “common fund” located in Kansas. Id., at 201, 211-212, 679 P. 2d, at 1168, 1174.

We do not lightly discount this description of Kansas’ contacts with this litigation and its interest in applying its law. There is, however, no “common fund” located in Kansas that *820would require or support the application of only Kansas law to all these claims. See, e. g., Hartford Life Ins. Co. v. Ibs, 237 U. S. 662 (1915). As the Kansas court noted, petitioner commingled the suspended royalties with its general corporate accounts. 235 Kan., at 201, 679 P. 2d, at 1168. There is no specific identifiable res in Kansas, nor is there any limited amount which may be depleted before every plaintiff is compensated. Only by somehow aggregating all the separate claims in this case could a “common fund” in any sense be created, and the term becomes all but meaningless when used in such an expansive sense.

We also give little credence to the idea that Kansas law should apply to all claims because the plaintiffs, by failing to opt out, evinced their desire to be bound by Kansas law. Even if one could say that the plaintiffs “consented” to the application of Kansas law by not opting out, plaintiff’s desire for forum law is rarely, if ever controlling. In most cases the plaintiff shows his obvious wish for forum law by filing there. “If a plaintiff could choose the substantive rules to be applied to an action . . . the invitation to forum shopping would be irresistible.” Allstate, supra, at 337 (opinion of Powell, J.). Even if a plaintiff evidences his desire for forum law by moving to the forum, we have generally accorded such a move little or no significance. John Hancock Mut. Life Ins. Co. v. Yates, 299 U. S. 178, 182 (1936); Home Ins. Co. v. Dick, 281 U. S. 397, 408 (1930). In Allstate the plaintiff’s move to the forum was only relevant because it was unrelated and prior to the litigation. 449 U. S., at 318-319. Thus the plaintiffs’ desire for Kansas law, manifested by their participation in this Kansas lawsuit, bears little relevance.

The Supreme Court of Kansas in its opinion in this case expressed the view that by reason of the fact that it was adjudicating a nationwide class action, it had much greater latitude in applying its own law to the transactions in question than might otherwise be the case:

*821“The general rule is that the law of the forum applies unless it is expressly shown that a different law governs, and in case of doubt, the law of the forum is preferred. . . . Where a state court determines it has jurisdiction over a nationwide class action and procedural due process guarantees of notice and adequate representation are present, we believe the law of the forum should be applied unless compelling reasons exist for applying a different law. ... Compelling reasons do not exist to require this court to look to other state laws to determine the rights of the parties involved in this lawsuit.” 235 Kan., at 221-222, 679 P. 2d, at 1181.

We think that this is something of a “bootstrap” argument. The Kansas class-action statute, like those of most other jurisdictions, requires that there be “common issues of law or fact.” But while a State may, for the reasons we have previously stated, assume jurisdiction over the claims of plaintiffs whose principal contacts are with other States, it may not use this assumption of jurisdiction as an added weight in the scale when considering the permissible constitutional limits on choice of substantive law. It may not take a transaction with little or no relationship to the forum and apply the law of the forum in order to satisfy the procedural requirement that there be a “common question of law.” The issue of personal jurisdiction over plaintiffs in a class action is entirely distinct from the question of the constitutional limitations on choice of law; the latter calculus is not altered by the fact that it may be more difficult or more burdensome to comply with the constitutional limitations because of the large number of transactions which the State proposes to adjudicate and which have little connection with the forum.

Kansas must have a “significant contact or significant aggregation of contacts” to the claims asserted by each member of the plaintiff class, contacts “creating state interests,” in order to ensure that the choice of Kansas law is not arbitrary *822or unfair. Allstate, 449 U. S., at 312-313. Given Kansas’ lack of “interest” in claims unrelated to that State, and the substantive conflict with jurisdictions such as Texas, we conclude that application of Kansas law to every claim in this case is sufficiently arbitrary and unfair as to exceed constitutional limits.8

When considering fairness in this context, an important element is the expectation of the parties. See Allstate, supra, at 333 (opinion of Powell, J.). There is no indication that when the leases involving land and royalty owners outside of Kansas were executed, the parties had any idea that Kansas law would control. Neither the Due Process Clause nor the Full Faith and Credit Clause requires Kansas “to substitute for its own [laws], applicable to persons and events within it, the conflicting statute of another state,” Pacific Employees Ins. Co. v. Industrial Accident Comm’n, 306 U. S. 493, 502 (1939), but Kansas “may not abrogate the rights of parties beyond its borders having no relation to anything done or to be done within them.” Home Ins. Co. v. Dick, supra, at 410.

Here the Supreme Court of Kansas took the view that in a nationwide class action where procedural due process guar*823antees of notice and adequate representation were met, “the law of the forum should be applied unless compelling reasons exist for applying a different law.” 235 Kan., at 221, 679 P. 2d, at 1181. Whatever practical reasons may have commended this rule to the Supreme Court of Kansas, for the reasons already stated we do not believe that it is consistent with the decisions of this Court. We make no effort to determine for ourselves which law must apply to the various transactions involved in this lawsuit, and we reaffirm our observation in Allstate that in many situations a state court may be free to apply one of several choices of law. But the constitutional limitations laid down in cases such as Allstate and Home Ins. Co. v. Dick, supra, must be respected even in a nationwide class action.

We therefore affirm the judgment of the Supreme Court of Kansas insofar as it upheld the jurisdiction of the Kansas courts over the plaintiff class members in this case, and reverse its judgment insofar as it held that Kansas law was applicable to all of the transactions which it sought to adjudicate. We remand the case to that court for further proceedings not inconsistent with this opinion.

It is so ordered.

Justice Stevens,

concurring in part and dissenting in part.

For the reasons stated in Parts I and II of the Court’s opinion, I agree that the Kansas courts properly exercised jurisdiction over this class action. I also recognize that the use of the word “compelling” in a portion of the Kansas Supreme Court’s opinion, when read out of context, may create an inaccurate impression of that court’s choice-of-law holding. See ante, at 821. Our job, however, is to review judgments, not to edit opinions, and I am firmly convinced that there is no constitutional defect in the judgment under review.

As the Court recognizes, there “can be no [constitutional] injury in applying Kansas law if it is not in conflict with that *824of any other jurisdiction connected to this suit.” Ante, at 816. A fair reading of the Kansas Supreme Court’s opinion in light of its earlier opinion in Shutts v. Phillips Petroleum Co., 222 Kan. 527, 567 P. 2d 1292 (1977) (hereinafter Shutts I), cert. denied, 434 U. S. 1068 (1978), reveals that the Kansas court has examined the laws of connected jurisdictions and has correctly concluded that there is no “direct” or “substantive” conflict between the law applied by Kansas and the laws of those other States. Cf. ante, at 816, 821-822. Kansas has merely developed general common-law principles to accommodate the novel facts of this litigation — other state courts either agree with Kansas or have not yet addressed precisely similar claims. Consequently, I conclude that the Full Faith and Credit Clause of the Constitution1 did not require Kansas to apply the law of any other State, and the Fourteenth Amendment’s^ Due Process Clause2 did not prevent Kansas from applying its own law in this case.

The Court errs today because it applies a loose definition of the sort of “conflict” of laws required to state a constitutional claim, allowing Phillips a tactical victory here merely on allegations of “putative” or “likely” conflicts. Ante, at 816, 817. The Court’s choice-of-law analysis also treats the two relevant constitutional provisions as though they imposed the same constraints on the forum court. In my view, however, the potential impact of the Kansas choice on the interests of other sovereign States and the fairness of its decision to the litigants should be separately considered. See Allstate Insurance Co. v. Hague, 449 U. S. 302, 320 (1981) (Stevens, J., concurring in judgment). For both inquiries, it *825is essential to have a better understanding of the merits of the underlying dispute than can be gleaned from the. Court’s opinion. I therefore begin with an explanation of the background of this litigation.

I

Petitioner (Phillips) is a large independent producer, purchaser, and seller of natural gas. Beginning in 1954, the prices at which it sold natural gas to interstate pipeline compames were regulated by the Federal Power Commission (Commission).3 Phillips Petroleum Co. v. Wisconsin, 347 U. S. 672 (1954). As a party to a large number of producing oil and gas leases, Phillips is obligated to pay a percentage of the value of the production, usually one-eighth, to persons owning an interest in the ieased areas, so-called “royalty owners.” Some royalty owners are due monthly royalties by contractual agreements made directly with Phillips. See Shutts I, supra, at 532, 567 P. 2d, at 1298. Others are due royalties under contracts made with other gas producers who then sell their gas to Phillips — by separate contract with those producers, Phillips has “assumed the producer’s responsibility to distribute the royalties ... to the royalty owners.” 235 Kan. 195, 218, 679 P. 2d 1159, 1178 (1984). The relationship between Phillips and the royalty owners is not regulated by the Commission although it is, of course, materially affected by the Commission’s control over the pricing relationship between Phillips and its customers.

In a series of orders entered after 1954, the Commission established a practice of suspending price increases proposed by Phillips until approved by the Commission, but allowing Phillips to collect the higher proposed prices upon the filing by Phillips with the Commission of a corporate undertaking to refund to its customers any portion of an increase *826that is ultimately disapproved by the Commission. Pursuant to Commission regulation, Phillips agrees that unapproved prices it collects are subject to refund “with interest at seven percent (7%) per annum from the date of receipt until September 18, 1970, and eight percent (8%) per annum thereafter until paid out, if the FPC [does] not approve the sales price.” Shutts I, supra, at 533, 567 P. 2d, at 1299 (emphasis deleted) (citing 18 CFR § 154.102(c) (1977) and Commission opinion No. 586, 44 F. P. C. 761, 791 (1970)). Phillips’ receipts during periods when its proposed price increases have not yet received final approval therefore include two components — the “firm” proceeds and the “FPC suspense money.” For example, while an increase in price from 11 cents per Mcf (thousand cubic feet) to 13 cents is under consideration, the collection of the higher price would include firm proceeds of 11 cents and 2 cents of FPC suspense money.

In July 1961, while a price increase applicable to the tristate Hugoton-Anadarko area (Kansas, Oklahoma, and Texas) was pending, Phillips sent a notice to the royalty owners for that area advising them that “until further notice” they would be paid royalties on the basis of firm proceeds only and that royalties based on suspense money would be paid only after it was “determined that the sums collected are no longer subject to refund.” The notice also advised the royalty owners that they could receive ongoing payment of royalties on the suspense money as well if they furnished Phillips with an “acceptable indemnity to cover their proportionate part of any required refunds, plus the required interest.” Shutts I, 222 Kan., at 534, 567 P. 2d, at 1299 (emphasis added).4 The indemnity which Phillips required was a cor*827porate security bond covering a principal amount based on estimated production for a 2-year period, plus the 7% interest rate Phillips would be required to pay to its customers if the price increase were not approved. Only 17 royalty owners provided Phillips with such an indemnity; approximately 6,400 royalty owners who did not do so did not receive royalties on the suspense proceeds until 11 years later, after the price increase was finally approved. The situation was succinctly summarized by the Kansas Supreme Court in Shutts I:

“From June 1, 1961, to October 1,1970, Phillips deposited the increased rate monies collected in its general account and commingled it with its other funds, without ever giving notice of this fact to royalty owners during the time it was holding money. It is important to note that during this period of time Phillips had no entitlement to the gas royalty owners’ share of the ‘suspense royalties,’ whether or not the rates were approved by the FPC. Phillips never owned this money. While Phillips collected eight-eighths (8/8) of the increased rates, under no condition was the one-eighth (1/8) of the increase attributable to the royalty owners ever to go to Phillips. That royalty share, according to eventual FPC ruling, was either to go to Phillips’ royalty owners, or back to Phillips’ gas purchasers with interest, or part to one and part to the other.” Id., at 535, 567 P. 2d, at 1300 (emphasis in original).

*828In 1970, the Commission entered an order approving Phillips’ Hugoton-Anadarko price increases to the extent of approximately $153,000,000 and disapproving them to the extent of approximately $29,000,000. Thus, over 18% of the suspense money had to be refunded to Phillips’ customers, with interest at the rates to which Phillips had agreed under Commission regulation. Having no jurisdiction over the relationship between Phillips and the royalty owners, however, the Commission’s order was silent on the subject of royalties on the $153 million of suspense money that did not have to be refunded. After the Commission’s order was finally affirmed by the Ninth Circuit in 1972, In re Hugoton-Anadarko Area Rate Case, 466 F. 2d 974, Phillips mailed checks to the royalty owners for their share of the suspense moneys based on the approved higher prices that had been collected since 1961. However, “Phillips neither paid nor offered to pay any interest for the use of the money, nor did Phillips say anything about interest or how long the money had been held or used by Phillips.” Shutts I, supra, at 537, 567 P. 2d, at 1301.

The foregoing facts gave rise to Shutts I. This case (Shutts II) involves suspense royalties due on similar price increases approved in 1976, 1977, and 1978 to a larger number of royalty owners (28,100) with interests in leased areas located in 11 States, including Kansas. Otherwise, however, “[w]ith a few exceptions this case is similar in legal issues and factual situation to that presented in Shutts [I]” 235 Kan., at 198, 679 P. 2d, at 1165. Both cases involve what the Kansas Supreme Court has characterized as a “common fund” consisting of the suspense royalties undeniably owed by Phil*829lips but not paid for periods of several years while Commission approval of rate increases were pending.5 It is undisputed that Phillips enjoyed the unfettered use of that money. See 222 Kan., at 560, 567 P. 2d, at 1316 (testimony of Phillips’ Treasurer). It is also undisputed that when the Commission proceedings ended, none of the money could be retained by Phillips. To the extent that a price increase was disapproved, a refund to the purchasing pipelines, plus interest at the rate set by the Commission, would be required; to the extent that the increases were approved, the money was contractually owed to the royalty owners. As the Kansas court noted: “What is significant is these gas royalty suspense monies never did nor could belong to Phillips.” Ibid. (emphasis deleted).6

*830In Shutts I, the Kansas Supreme Court held that general equitable principles required the award of interest on royalties owed to royalty owners but used by Phillips for a number of years. In support of that conclusion it relied on general statements in two Kansas cases7 and a long line of federal cases applying Texas law and concluding that equity requires “the award of interest on suspense royalties under similar circumstances.” Id., at 561, 567 P. 2d, at 1317.8 The court noted that Oklahoma had no decisions allowing interest on suspense royalties, but concluded that “several Oklahoma decisions hold that interest may be awarded on equitable grounds where necessary to arrive at a fair compensation. (Smith v. Owens, 397 P. 2d 673 [Okla. 1963]; and First Nat. Bank & T. Co. v. Exchange Nat. Bank and T. Co., 517 P. 2d 805 [Okla. App. 1973]).”9 Finally, the court construed the royalty agreements at issue as containing a “contractual *831obligation” to pay interest on the royalties “for the period of time the suspense money was held and used by Phillips.” Id., at 562, 567 P. 2d, at 1317. Thus the Kansas court also found its result consistent with the only Texas state-court decision on point, Stahl Petroleum Co. v. Phillips Petroleum Co., 550 S. W. 2d 360 (Tex. Civ. App. 1977), which had “awarded interest on suspended royalties” based on “the terms of the royalty agreement . . . rather than unjust enrichment.” 222 Kan., at 561, 567 P. 2d, at 1317. Significantly, when the Texas Supreme Court subsequently affirmed the Stahl judgment, it relied on the Kansas Supreme Court’s decision in Shutts I to decide that equity as well as contract law requires interest on suspense royalties. Phillips Petroleum Co. v. Stahl Petroleum Co., 569 S. W. 2d 480, 485-488, and n. 5 (1978).

After determining that Phillips was liable for interest on the suspense royalties, the court reversed the trial court’s decision that the rate should be 6% because that was the statutory interest rate in Kansas, Oklahoma, and Texas. The Kansas Supreme Court noted that the statutory rate in all three States expressly applied only when no other rate had been agreed upon,10 and that in this case Phillips had made an express agreement, evidenced by its corporate undertaking, to pay interest at the rate set by the Commission on suspense moneys found refundable. 222 Kan., at 564, 567 P. 2d, at 1319. The Kansas court therefore declined to apply any State’s interest statute, including its own. “[EJquitable principles require, and contractual principles dictate, that the royalty owners receive the same treatment” as refunded pur*832chasers, that is, payment at the same FPC rate of interest.11 Id., at 563, 567 P. 2d, at 1318.

Finally, the Kansas Supreme Court rejected Phillips’ contention that royalty owners had “waived” their claims to interest by accepting payment of the royalties later or by failing to post an indemnity “acceptable” to Phillips in order to receive contemporaneous payment of suspense royalties. The court noted that the “conditions imposed by Phillips were far more stringent than the corporate undertaking Phillips filed with the FPC,” id., at 567, 567 P. 2d., at 1320, and concluded that it was “apparent [that] Phillips’ previous imposition of burdensome conditions upon royalty owners .. . was designed to accomplish precisely what the facts disclose. Virtually none of the royalty owners complied with the conditions, thereby leaving the suspense royalties in the hands of Phillips as stakeholder to use at its pleasure . . . .” Id., at 566, 567 P. 2d, at 1320. The court found the rule that “payment of the principal sum is a legal bar to a subsequent action for interest” inapplicable on these facts. Id., at 567, 567 P. 2d, at 1321. Instead, because “payment of [the royalties due] to the plaintiff class members, instead of extinguishing the debt, constituted only a partial payment on an interest-bearing debt[,] [t]his situation invokes application of the so-called ‘United States Rule,’ which provides that in applying partial payments to an interest-bearing debt which is due, in *833the absence of an agreement or statute to the contrary, the payment should be first applied to the interest due.” Ibid.12

In Shutts II, the case now under review, the Kansas Supreme Court adopted its earlier analysis in Shutts I without repeating it. “Although a larger class is involved than in Shutts I, the legal issues presented are substantially the same. While these issues are complex they were thoroughly reviewed in Shutts I” 235 Kan., at 211, 679 P. 2d, at 1174.13 Noting that “Phillips has not satisfactorily established why this court should not apply the rule enunciated in Shutts the Kansas court went on to state that once jurisdiction over *834a “nationwide class action” is properly asserted, “the law of the forum should be applied unless compelling reasons exist for applying a different law.” Id., at 221, 679 P. 2d, at 1181.

HH H — I

This Court, of course, can have no concern with the substantive merits of common-law decisions reached by state courts faithfully applying their own law or the law of another State. When application of purely state law is at issue, “[t]he power delegated to us is for the restraint of unconstitutional [actions] by the States, and not for the correction of alleged errors committed by their judiciary.” Commercial Bank of Cincinnati v. Buckingham’s Executors, 5 How. 317, 343 (1847). The Constitution does not expressly mandate particular or correct choices of law. Rather, a state court’s choice of law can invoke constitutional protections, and hence our jurisdiction, only if it contravenes some explicit constitutional limitation.14

Thus it has long been settled that “a mere misconstruction by the forum of the laws of a sister State is not a violation of the Full Faith and Credit Clause.” Carroll v. Lanza, 349 U. S. 408, 414, n. 1 (1955) (Frankfurter, J., dissenting).15 That Clause requires only that States accord “full faith and credit” to other States’ laws — that is, acknowledge the validity and finality of such laws and attempt in good faith to apply them when necessary as they would be applied by home state *835courts.16 But as Justice Holmes explained, when there is “nothing to suggest that [one State’s court] was not candidly-construing [another State’s law] to the best of its ability, . . . even if it was wrong something more than an error of construction is necessary” to invoke the Constitution. Pennsylvania Five Ins. Co. v. Gold Issue Mining & Milling Co., 243 U. S. 93, 96 (1917).

Merely to state these general principles is to refute any argument that Kansas’ decision below violated the Full Faith and Credit Clause. As the opinion in Shutts I indicates, the Kansas court made a careful survey of the relevant laws of Oklahoma and Texas, the only other States whose law is proffered as relevant to this litigation. But, as the Court acknowledges, ante, at 816-818, no other State’s laws or judicial decisions were precisely on point, and, in the Kansas court’s judgment, roughly analogous Texas and Oklahoma cases supported the results the Kansas court reached. The Kansas court expressly declared that, in a multistate action, a “court should also give careful consideration, as we have attempted to do, to any possible conflict of law problems.” 222 Kan., at 557, 567 P. 2d, at 1314.17 While a common-law judge might disagree with the substantive legal determinations made by the Kansas court (although nothing in its opinion seems erroneous to me), that court’s approach to the possible choices of law evinces precisely the “full faith and credit” that the Constitution requires.

*836It is imaginable that even a good-faith review of another State’s law might still “unjustifiably infring[e] upon the legitimate interests of another State” so as to violate the Full Faith and Credit Clause. Allstate, 449 U. S., at 323 (Stevens, J., concurring in judgment). If, for example, a Texas oil company or a Texas royalty owner with an interest in a Texas lease were treated directly contrary to a stated policy of the State of Texas by a Kansas court through some honest blunder, the Constitution might bar such “parochial entrenchment” on Texas’ interests. Thomas v. Washington Gas Light Co., 448 U. S. 261, 272 (1980) (plurality opinion).18 But this case is so distant from such a situation that I need not pursue this theoretical possibility. Even Phillips does not contend that any stated policies of other States have been plainly contravened, and the Court’s discussion is founded merely on an absence of reported decisions and the Court’s speculation of what Oklahoma or Texas courts might “most likely” do in a case like this. Ante, at 817. There is simply no demonstration here that the Kansas Supreme Court’s decision has impaired the legitimate interests of any other States or infringed on their sovereignty in the slightest.

*837(-H

It is nevertheless possible for a State’s choice of law to violate the Constitution because it is so “totally arbitrary or ... fundamentally unfair” to a litigant that it violates the Due Process Clause. Allstate, 449 U. S., at 326 (Stevens, J., concurring in judgment). If the forum court has no connection to the lawsuit other than its jurisdiction over the parties, a decision to apply the forum State’s law might so “frustrate] the justifiable expectations of the parties” as to be unconstitutional. Id., at 327.19

Again, however, a constitutional claim of “unfair surprise” cannot be based merely upon an unexpected choice of a particular State’s law — it must rest on a persuasive showing of an unexpected result arrived at by application of that law. Thus, absent any conflict of laws, in terms of the results they produce, the Due Process Clause simply has not been violated. This is because the underlying theory of a choice-of-law due process claim must be that parties plan their conduct and contractual relations based upon their legitimate expec*838tations concerning the subsequent legal consequences of their actions. For example, they might base a decision on the belief that the law of a particular State will govern. But a change in that State’s law in the interim between the execution and the performance of the contract would not violate the Due Process Clause. Nor would the Constitution be violated simply because a state court made an unanticipated ruling on a previously unanswered question of law — perhaps a choice-of-law question.

In this case it is perfectly clear that there has been no due process violation because this is a classic “false conflicts” case.20 Phillips has not demonstrated that any significant conflicts exist merely because Oklahoma and Texas state case law is silent concerning the equitable theories developed by the Kansas courts in this litigation, or even because the language of some Oklahoma and Texas statutes suggests that those States would “most likely” reach different results. Ante, at 816-818. The Court’s heavy reliance on the characterization of the law provided by Phillips is not an adequate substitute for a neutral review. Ante, at 816, 817 (“Petitioner claims,” “petitioner shows,” “petitioner points to,” “Petitioner also points out . . .”). As is unmistakable from a review of Shutts I, the Kansas Supreme Court has examined the same laws cited by the Court today as indicative of “direct” conflicts, and construed them as supportive of the *839Kansas result.21 Our precedents, to say nothing of the Constitution and our statutory jurisdiction to review state-court judgments, do not permit the Court to second-guess these substantive judgments. Moreover, an independent examination demonstrates solid support for the Kansas court’s conclusions.22

*840The crux of my disagreement with the Court is over the standard applied to evaluate the sufficiency of allegations of choice-of-law conflicts necessary to support a constitutional *841claim. Rather than potential, “putative,” or even “likely” conflicts, I would require demonstration of an unambiguous conflict with the established law of another State as an essential element of a constitutional choice-of-law claim. Arguments that a state court has merely applied general common-law principles in a novel manner, or reconciled arguably *842conflicting laws erroneously in the face of unprecedented factual circumstances should not suffice to make out a constitutional issue.

In this case, the Kansas Supreme Court’s application of general principles of equity, its interpretation of the agreements, its reliance on the Commission’s regulations,23 and its construction of general statutory terms contravened no established legal principles of other States and consequently cannot be characterized as either arbitrary or fundamentally unfair to Phillips. I therefore can find no due process violation in the Kansas court’s decision.24

*843I — I <1

In final analysis, the Court today may merely be expressing its disagreement with the Kansas Supreme Court’s statement that in a “nationwide class action . . . the law of the forum should be applied unless compelling reasons exist for applying a different law.” 235 Kan., at 221, 679 P. 2d, at 1181. Considering this statement against the background of the Kansas Supreme Court’s careful analysis in Shutts I, however, I am confident that court would agree that every state court has an obligation under the Full Faith and Credit Clause to “respect the legitimate interests of other States and avoid infringement upon their sovereignty.” Allstate, 449 U. S., at 322 (Stevens, J., concurring in judgment); see Nevada v. Hall, 440 U. S. 410, 421, 424, n. 24 (1979).

It is also agreed that “the fact that a choice-of-law decision may be unsound . . . does not necessarily implicate the federal concerns embodied in the Full Faith and Credit Clause.” Allstate, 449 U. S., at 323 (Stevens, J., concurring in judgment); see ante, at 823 (“in many situations a state court may be free to apply one of several choices of law”); Allstate, 449 U. S., at 307 (plurality opinion). When a suit involves claims connected to States other than the forum State, the Constitution requires only that the relevant laws of other States that are brought to the attention of the forum court be examined fairly prior to making a choice of law.25 Because this Court “reviews judgments, not opinions,” Chevron U. S. A. Inc. v. Natural Resources Defense Council, Inc., 467 U. S. 837, 842 (1984), criticism of a portion of the Kan*844sas court’s opinion taken out of context provides an insufficient basis for reversing its judgment. Unless the actual choice of Kansas law violated substantial constitutional rights of the parties, see 28 U. S. C. §2111, our power to review judgments of state law — including the state law of choice of law — does not extend to reversal based on disagreement with the law’s application. A review of the record and the under: lying litigation here convincingly demonstrates that, despite Phillips’ protestations regarding Kansas’ development of common-law principles, no disregard for the laws of other States nor unfair application of Kansas law to the litigants has occurred.26 Phillips has no constitutional right to avoid judgment in Kansas because it might have convinced a court in another State to develop its law differently.

I do not believe the Court should engage in detailed evaluations of various States’ laws. To the contrary, I believe our limited jurisdiction to review state-court judgments should foreclose such review.27 Accordingly, I trust that today’s *845decision is no more than a momentary aberration, and that the Court’s opinion will not be read as a decision to constitu-tionalize novel state-court developments in the common law whenever a litigant can claim that another State connected to the litigation “most likely” would reach a different result. The Court long ago decided that state-court choices of law are unreviewable here absent demonstration of an unambiguous conflict in the established laws of connected States. See n. 15, supra. “To hold otherwise would render it possible to bring to this court every case wherein the defeated party claimed that, the statute of another State had been construed to his detriment.” Johnson v. New York Life Ins. Co., 187 U. S. 491, 496 (1903). Having ignored this admonition today, the Court may be forced to renew its turn-of-the-century efforts to convince the bar that state-court judgments based on fair evaluations of other States’ laws are final.

Accordingly, while I join Parts I and II of the Court’s opinion, I respectfully dissent from Part III and from the judgment.

*159Mr. Justice Powell

delivered the opinion of the Court.

On May 2, 1966, petitioner filed a class action on behalf of himself and all other odd-lot1 traders on the New York Stock Exchange (the Exchange). The complaint charged respondents with violations of the antitrust and securities laws and demanded damages for petitioner and his class. Eight years have elapsed, but there has been no trial on the merits of these claims. Both the parties and the courts are still wrestling with the complex questions surrounding petitioner’s attempt to maintain his suit as a class action under Fed. Rule Civ. Proc. 23. We granted certiorari to resolve some of these difficulties. 414 U. S. 908 (1973).

*160I

Petitioner brought this class action in the United States District Court for the Southern District of New York. Originally, he sued on behalf of all buyers and sellers of odd lots on the Exchange, but subsequently the class was limited to those who traded in odd lots during the period-from May 1, 1962, through June 30, 1966. 52 F. E. D. 253, 261 (1971). Throughout this period odd-lot trading was not part of the Exchange’s regular auction market but was handled exclusively by special odd-lot dealers, who bought and sold for their own accounts as principals. Eespondent brokerage firms Carlisle & Jacquelin and DeCoppet & Doremus together handled 99% of the Exchange’s odd-lot business. S. E. C., Report of Special Study of Securities Markets, H. Rv Doc. No. 95, pt. 2, 88th Cong., 1st Sess., 172 (1963). They were compensated by the odd-lot differential, a surcharge imposed on the odd-lot investor in addition to the standard brokerage commission applicable to round-lot transactions. For the period in question the differential was % of a point (12%-<é) per share on stocks trading below $40 per share and % of a point (25$) per share on stocks trading at or above $40 per share.2

Petitioner charged that respondent brokerage firms had monopolized odd-lot trading and set the differential at an excessive level in violation of §§ 1 and 2 of the Sherman Act, 15 U. S. C. §§ 1 and 2, and he demanded treble damages for the amount of the overcharge. Petitioner also demanded unspecified money damages from the Exchange for its alleged failure to regulate the differential for the protection of investors in violation of §§ 6 and 19 of the Securities Exchange Act of 1934, 15 U. S. C. §§ 78f and 78s. Finally, he requested attor*161neys’ fees and injunctive prohibition of future excessive charges.

A critical fact in this litigation is that petitioner’s individual stake in the damages award he seeks is only $70. No competent attorney would undertake this complex antitrust action to recover so inconsequential an amount. Economic reality dictates that petitioner’s suit proceed as a class action or not at all. Opposing counsel have therefore engaged in prolonged combat over the various requirements of Rule 23. The result has been an exceedingly complicated series of decisions by both the District Court and the Court of Appeals for the Second Circuit. To understand the labyrinthian history of this litigation, a preliminary overview of the decisions may prove useful.-

In the beginning, the District Court determined that petitioner’s suit was not maintainable as a class action. On appeal, the Court of Appeals issued two decisions known popularly as Eisen I and Eisen II. The first held that the District Court’s decision was a final order and thus appealable. In the second the Court of Appeals intimated that petitioner’s suit could satisfy the requirements of Rule 23, but it remanded the case to permit the District Court to consider the matter further. After conducting several evidentiary hearings on remand, the District Court decided that the suit could be maintained as a class action and entered orders intended to fulfill the notice requirements of Rule 23. Once again, the case was appealed. The Court of Appeals then issued its decision in Eisen III and ended the trilogy by denying class action status to petitioner’s suit. We now review these developments in more detail.

Eisen I

As we have seen, petitioner began this action in May 1966. In September of that year the District Court *162dismissed the suit as a class action. 41 F. R. D. 147. Following denial of his motion for interlocutory review under 28 U. S.‘ C. § 1292 (b), petitioner took an appeal as of right under § 1291. Respondents then moved to dismiss on the ground that the order appealed from was not final. In Eisen I, the Court of Appeals held that the denial of class action status in this case was appealable as a final order under § 1291. 370 F. 2d 119 (1966), cert. denied, 386 U. S. 1035 (1967). This was so because, as a practical matter, the dismissal of the class action aspect of petitioner’s suit was a “death knell” for the entire action. The court thought this consequence rendered the order dismissing the class action appealable under Cohen v. Beneficial Loan Corp., 337 U. S. 541, 546 (1949).

Eisen II

Nearly 18 months later the Court of Appeals reversed the dismissal of the class action in a decision known as Eisen II. 391 F. 2d 555 (1968). In reaching this result the court undertook an exhaustive but ultimately inconclusive analysis of Rule 23. Subdivision (a) of the Rule sets forth four prerequisites to the maintenance of any suit as a class action: “(1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common to the class, (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class.” The District Court had experienced little difficulty in finding that petitioner satisfied the first three prerequisites but had concluded that petitioner might not “fairly and adequately protect the interests of the class” as required by Rule 23 (a) (4). The Court of Appeals indicated its disagreement with the *163reasoning behind the latter conclusion and directed the District Court to reconsider the point.

In addition to meeting the four conjunctive requirements of 23 (a), a class action must also qualify under one of the three subdivisions of 23 (b).3 Petitioner argued that the suit was maintainable as a class action under all three subdivisions. The Court of Appeals held the first two subdivisions inapplicable to this suit4 and *164therefore turned its attention to the third subdivision, (b)(3). That subdivision requires a court to determine whether “questions of law or fact common to the members of the class predominate over any questions affecting only individual members” and whether “a class action is superior to other available methods for the fair and efficient adjudication of the controversy.” More specifically, it identifies four factors relevant to these inquiries. After a detailed review of these provisions, the Court of Appeals concluded that the only potential barrier to maintenance of this suit as a class action was the Rule 23 (b) (3) (D) directive that a court evaluate “the difficulties likely to be encountered in the management of a class action.” Commonly referred to as “manageability,” this consideration encompasses the whole range of practical problems that may render the class action format inappropriate for a particular suit. With reference to this litigation, the Court of Appeals noted that the difficulties of distributing any ultimate recovery to the class members would be formidable, though • not necessarily insuperable, and commented that it was “reluctant to permit actions to proceed where they are not likely to benefit anyone but the lawyers who bring them.” 391 F. 2d, at 567. The Court therefore directed the District Court to conduct “a further inquiry ... in order to consider the mechanics involved in the administration of the present action.” Ibid.

*165Finally, the Court of Appeals turned to the most imposing obstacle to this class action — the notice requirement of Rule 23 (c)(2). The District Court had held that both the Rule and the Due Process Clause of the Fifth Amendment required individual notice to all class members who could be identified. 41 F. R. D., at 151. Petitioner objected that mailed notice to the entire class would be prohibitively expensive and argued that some form of publication notice would suffice. The Court of Appeals declined to settle this issue, noting that “[o]n the record before us we cannot arrive at any rational and satisfactory conclusion on the propriety of resorting to some form of publication as a means of giving the necessary notice to all members of the class on behalf of whom the action is stated to be commenced and maintained.” 391 F. 2d, at 569.

The outcome of Eisen II was a remand for an eviden-tiary hearing on the questions of notice, manageability, adequacy of representation, and “any other matters which the District Court may consider pertinent and proper.” Id., at 570. And in a ruling that aroused later controversy, the Court of Appeals expressly purported to retain appellate jurisdiction while the case was heard on remand.

Eisen III

After it held the evidentiary hearing on remand, which together with affidavits and stipulations provided the basis for extensive findings of fact, the District Court issued an opinion and order holding the suit maintainable as a class action. 52 F. R. D. 253 (1971). The court first noted that petitioner satisfied the criteria identified by the Court of Appeals for determining adequacy of representation under Rule 23 (a)(4). Then it turned to the more difficult question of manageability. Under this general rubric the court dealt with problems of the com*166putation of damages, the mechanics of administering this suit as a class action, and the distribution of any eventual recovery. The last-named problem had most troubled the Court of Appeals, prompting its remark that if “class members are not likely ever to share in an eventual judgment, we would probably not permit the class action to continue.” 391 F. 2d, at 567. The District Court attempted to resolve this difficulty by embracing the idea of a “fluid class” recovery whereby damages would be distributed to future odd-lot traders rather than to the specific class members who were actually injured. The court suggested that “a fund equivalent to the amount of unclaimed damages might be established and the odd-lot differential reduced in an amount determined reasonable by the court until such time as the fund is depleted.” 52 F. R. D., at 265. The need to resort to this expedient of recovery by the “next best class” arose from the prohibitively high cost of computing and awarding multitudinous small damages claims on an individual basis.

Finally, the District Court took up the problem of notice. The court found that the prospective class included some six million individuals, institutions, and intermediaries of various sorts; that with reasonable effort some two million of these odd-lot investors could be identified by name and address; 5 and that the names and addresses of an additional 250,000 persons who had participated in special investment programs involving *167odd-lot trading6 could also be identified with reasonable effort. Using the then ..current first-class postage rate of six cents, the court determined that stuffing and mailing each individual notice form would cost 10 cents. Thus individual notice to all identifiable class members would cost $225,0007 and additional expense would be incurred for suitable publication notice designed to reach the other four million class members.

The District Court concluded, however, that neither Rule 23 (c) (2) nor the Due Process Clause required so substantial an expenditure at the outset of this litigation. Instead, it proposed a notification scheme consisting of four elements: (1) individual notice to all member firms of the Exchange and to commercial banks with large trust departments; (2) individual notice to the approximately 2,000 identifiable class members with 10 or more odd-lot transactions during the relevant period; (3) individual notice to an additional 5,000 class members selected at random; and (4) prominent publication notice in the Wall Street Journal and in other newspapers in New York and California. The court calculated that this package would cost approximately $21,720.

The only issue not resolved by the District Court in its first opinion on remand from Eisen II was who should bear the cost of notice. Because petitioner understandably declined to pay $21,720 in order to litigate an action *168involving an individual stake of only $70, this question presented something of a dilemma:

“If the expense of notice is placed upon [petitioner] , it would be the end of a possibly meritorious suit, frustrating both the policy behind private antitrust actions and the admonition that the new Rule 23 is to be given a liberal rather than a restrictive interpretation, Eisen II at 563. On the other hand, if costs were arbitrarily placed upon [respondents] at this point, the result might be the imposition of an unfair burden founded upon a groundless claim. In addition to the probability of encouraging frivolous class actions, such a step might also result in [respondents'] passing on to their customers, including many of the class members in this case, the expenses of defending these actions.” 52 F. R. D., at 269.

Analogizing to the laws of preliminary injunctions, the court decided to impose the notice cost on respondents if petitioner could show a strong likelihood of success on the merits, and it scheduled a preliminary hearing on the merits to facilitate this determination. After this hearing the District Court issued an opinion and order ruling that petitioner was “more than likely” to prevail at trial and that respondents should bear 90% of the cost of notice, or $19,548. 54 F. R. D. 565, 567 (1972).

Relying on the purported retention of jurisdiction by the Court of Appeals after Eisen II, respondents on May 1, 1972, obtained an order directing the clerk of the District Court to certify and transmit the record for appellate review. Subsequently, respondents also filed a notice of appeal under 28 U. S. C. § 1291. Petitioner's motion to dismiss on the ground that the appeal had not been taken from a final order was denied by the Court of Appeals on June 29, 1972.

*169On May 1, 1973, the Court of Appeals issued Eisen III. 479 F. 2d 1005. The majority disapproved the District Court's partial reliance on publication notice, holding that Rule 23 (c) (2) required individual notice to all identifiable class members. The majority further ruled that the District Court had no authority to conduct a preliminary hearing on the merits for the purpose of allocating costs and that the entire expense of notice necessarily fell on petitioner as representative plaintiff. Finally, the Court of Appeals rejected the expedient of a fluid-class recovery and concluded that the proposed class action was unmanageable under Rule 23 (b) (3) (D). For all of these reasons the Court of Appeals ordered the suit dismissed as a class action. One judge concurred in the result solely on the ground that the District Court had erred in imposing 90% of the notice costs on respondents. Petitioner’s requests for rehearing and rehearing en banc were denied. 479 F. 2d, at 1020.

Thus, after six and one-half years and three published decisions, the Court of Appeals endorsed the conclusion reached by the District Court in its original order in 1966 — that petitioner’s suit could not proceed as a class action. In its procedural history, at least, this litigation has lived up to Judge Lumbard’s characterization of it as a “Frankenstein monster posing as a class action.” Eisen II, 391 F. 2d, at 572.

II

At the outset we must decide whether the Court of Appeals in Eisen III had jurisdiction to review the District Court’s orders permitting the suit to proceed as a class action and allocating the cost of notice. Petitioner contends that it did not. Respondents counter by asserting two independent bases for appellate jurisdiction: first, that the orders in question constituted a “final” *170decision within the meaning of 28 U. S. C. § 12918 and were therefore appealable as of right under that section; and, second, that the Court of Appeals in Eisen II expressly retained jurisdiction pending further development of a factual record on remand and that consequently no new jurisdictional basis was required for the decision in Eisen III. Because we agree with the first ground asserted by respondents, we have no occasion to consider the second.

Restricting appellate review to "final decisions” prevents the debilitating effect on judicial administration caused by piecemeal appellate disposition of what is, in practical consequence, but a single controversy. While the application of § 1291 in most cases is plain enough, determining the finality of a particular judicial order may pose a close question. No verbal formula yet devised can explain prior finality decisions with unerring accuracy or provide an utterly reliable guide for the future.9 We know, of course, that § 1291 does not *171limit appellate review to “those final judgments which terminate an action . . . Cohen v. Beneficial Loan Corp., 337 U. S., at 545, but rather that the requirement of finality is to be given a “practical rather than a technical construction.” Id., at 546. The inquiry requires some evaluation of the competing considerations underlying all questions of finality — “the inconvenience and costs of piecemeal review on the one hand and the danger of denying justice by delay on the other.” Dickinson v. Petroleum Conversion Corp., 338 U. S. 507, 511 (1950) (footnote omitted).

We find the instant case controlled by our decision in Cohen v. Beneficial Loan Corp., supra. There the Court considered the applicability in a federal diversity action of a forum state statute making the plaintiff in a stockholder’s derivative action liable for litigation expenses, if ultimately unsuccessful, and entitling the corporation to demand security in advance for their payment. The trial court ruled the statute inapplicable, and the corporation sought immediate appellate review over the stockholder’s objection that the order appealed from was not final. This Court held the order appeal-able on two grounds. First, the District Court’s finding was not “tentative, informal or incomplete,” 337 U. S., at 546, but settled conclusively the corporation’s claim that it was entitled by state law to require the shareholder to post security for costs. Second, the decision did not constitute merely a “step toward final disposition of the merits of the case . . . .” Ibid. Rather, it concerned a collateral matter that could not be reviewed effectively on appeal from the final judgment. The Court summarized its conclusion in this way:

“This decision appears to fall in that small class which finally determine claims of right separable from, and collateral to, rights asserted in the action, *172too important to be denied review and too independent of the canse itself to require that appellate consideration be deferred until the whole case is adjudicated.” Ibid.

Analysis of the instant case reveals that the District Court’s order imposing 90% of the notice costs on respondents likewise falls within “that small class.” It conclusively rejected respondents’ contention that they could not lawfully be required to bear the expense of notice to the members of petitioner’s proposed class. Moreover, it involved a collateral matter unrelated to the merits of petitioner’s claims. Like the order in Cohen, the District Court’s judgment on the allocation of notice costs was “a final disposition of a claimed right which is not an ingredient of the cause of action and does not require consideration with it,” id., at 546-547, and it was similarly appealable as a “final decision” under § 1291. In our view the Court of Appeals therefore had jurisdiction to review fully the District Court’s resolution of the class action notice problems in this case, for that court’s allocation of 90% of the notice costs to respondents was but one aspect of its effort to construe the requirements of Rule 23 (c) (2) in a way that would permit petitioner’s suit to proceed as a class action.10

Ill

Turning to the merits of the case, we find that the District Court’s resolution of the notice problems was *173erroneous in two respects. First, it failed to comply with the notice requirements of Rule 23 (c)(2), and second, it imposed part of the cost of notice on respondents.

A

Rule 23 (c) (2) provides that, in any class action maintained under subdivision (b)(3), each class member shall be advised that he has the right to exclude himself from the action on request or to enter an appearance through counsel, and further that the judgment, whether favorable or not, will bind all class members not requesting exclusion. To this end, the court is required to direct to class members "the best notice practicable under the circumstances, including individual notice to all members who can be identified through reasonable effort.” 11 We think the import of this language is unmistakable. Individual notice must be sent to all class members whose names and addresses may be ascertained through reasonable effort.

The Advisory Committee’s Note to Rule 23 reinforces this conclusion. See 28 U. S. C. App., p. 7765. The Advisory Committee described subdivision (c) (2) as “not merely discretionary” and added that the “mandatory notice pursuant to subdivision (c) (2) . . . is designed to fulfill requirements of due process to which the class action procedure is of course subject.” Id., at 7768. The *174Committee explicated its incorporation of due process standards by citation to Mulleme v. Central Hanover Bank & Trust Co., 339 U. S. 306 (1950), and like cases.

In Mullane the Court addressed the constitutional sufficiency of publication notice rather than mailed individual notice to known beneficiaries of a common trust fund as part of a judicial settlement of accounts. The Court observed that notice and an opportunity to be heard were fundamental requisites of the constitutional guarantee of procedural due process. It further stated that notice must be “reasonably calculated, under all the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections.” Id., at 314. The Court continued:

“But when notice is a person's due, process which is a mere gesture is not due process. The means employed must be such as one desirous of actually informing the absentee might reasonably adopt to accomplish it. The reasonableness and hence the constitutional validity of any chosen method may be defended on the ground that it is in itself reason-bly certain to inform those affected.” Id., at 315.

The Court then held that publication notice could not satisfy due process where the names and addresses of the beneficiaries were known.12 In such cases, “the reasons *175disappear for resort to means less likely than the mails to apprise them of [an action’s] pendency.” Id., at 318.

In Schroeder v. City of New York, 371 U. S. 208 (1962), decided prior to the promulgation of amended Rule 23, the Court explained that Múlleme required rejection of notice by publication where the name and address of the affected person were available. The Court stated that the “general rule” is that “notice by publication is not enough with respect to a person whose name and address are known or very easily ascertainable . . . .” Id., at 212-213. The Court also noted that notice by publication had long been recognized as a poor substitute for actual notice and that its justification was “ 'difficult at best.’ ” Id., at 213.

Viewed in this context, the express language and intent of Rule 23 (c) (2) leave no doubt that individual notice must be provided to those class members who are identifiable through reasonable effort. In the present case, the names and addresses of 2,250,000 class members are easily ascertainable, and there is nothing to show that individual notice cannot be mailed to each. For these class members, individual notice is clearly the “best notice practicable” within the meaning of Rule 23 (c) (2) and our prior decisions.

Petitioner contends, however, that we should dispense with the requirement of individual notice in this case, and he advances two reasons for our doing so. First, the prohibitively high cost of providing individual notice to 2,250,000 class members would end this suit as a class action and effectively frustrate petitioner’s attempt to vindicate the policies underlying the antitrust and se*176curities laws. Second, petitioner contends that individual notice is unnecessary in this case, because no prospective class member has a large enough stake in the matter to justify separate litigation of his individual claim. Hence, class members lack any incentive to opt out of the class action even if notified.

The short answer to these arguments is that individual notice to identifiable class members is not a discretionary consideration to be waived in a particular case. It is, rather, an unambiguous requirement of Rule 23. As the Advisory Committee’s. Note explained, the Rule was intended to insure that the judgment, whether favorable or not, would bind all class members who did not request exclusion from the suit. 28 U. S. C. App., pp. 7765, 7768. Accordingly, each class member who can be identified through reasonable effort must be notified that he may request exclusion from the action and thereby preserve his opportunity to press his claim separately or that he may remain in the class and perhaps participate in the management of the action. There is nothing in Rule 23 to suggest that the notice requirements can be tailored to fit the pocketbooks of particular plaintiffs.13

Petitioner further contends that adequate representation, rather than notice, is the touchstone of due process in a class action and therefore satisfies Rule 23. We think this view has little to commend it. To begin with, Rule 23 speaks to notice as well as to adequacy of representation and requires that both be provided. Moreover, petitioner’s argument proves too much, for it *177quickly leads to the conclusion that no notice at all, published or otherwise, would be required in the present case. This cannot be so, for quite apart from what due process may require, the command of Rule 23 is clearly to the contrary. We therefore conclude that Rule 23 (c) (2) requires that individual notice be sent to all class members who can be identified with reasonable effort.14

B

We also agree with the Court of Appeals that petitioner must bear the cost of notice to the members of his class. The District Court reached the contrary conclusion and imposed 90% of the notice cost on respondents. This decision was predicated on the court’s finding, made after a preliminary hearing on the merits of the case, that petitioner was “more than likely” to prevail on his claims. Apparently, that court interpreted Rule 23 to authorize such a hearing as part of the determination whether a suit may be maintained as a class action. We disagree.

We find nothing in either the language or history of Rule 23 that gives a court any authority to conduct a preliminary inquiry into the merits of a suit in order to determine whether it may be maintained as a class action. Indeed, such a procedure contravenes the Rule by allowing a representative plaintiff to secure the benefits of a class action without first satisfying the requirements for it. He is thereby allowed to obtain a determination on the merits of the claims advanced on *178behalf of the class without any assurance that a class action may be maintained. This procedure is directly contrary to the command of subdivision (c)(1) that the court determine whether a suit denominated a class action may be maintained as such “[a]s soon as practicable after the commencement of [the] action . . . In short, we agree with Judge Wisdom’s conclusion in Miller v. Mackey International, 452 F. 2d 424 (CA5 1971), where the court rejected a preliminary inquiry into the merits of a proposed class action:

“In determining the propriety of a class action, the question is not whether the plaintiff or plaintiffs have stated a cause of action or will prevail on the merits, but rather whether the requirements of Rule 23 are met.” Id., at 427.

Additionally, we might note that a preliminary determination of the merits may result in substantial prejudice to a defendant, since of necessity it is not accompanied by the traditional rules and procedures applicable to civil trials. The court’s tentative findings, made in the absence of established safeguards, may color the subsequent proceedings and place an unfair burden on the defendant.

In the absence of any support under Rule 23, petitioner’s effort to impose the cost of notice on respondents must fail. The usual rule is that a plaintiff must initially bear the cost of notice to the class. The exceptions cited by the District Court related to situations where a fiduciary duty pre-existed between the plaintiff and defendant, as in a shareholder derivative suit.15 Where, as here, the relationship between the parties is truly ad*179versary, the plaintiff must pay for the cost of notice as part of the ordinary burden of financing his own suit.

Petitioner has consistently maintained, however, that he will not bear the cost of notice under subdivision (c) (2) to members of the class as defined in his original complaint. See 479 P. 2d, at 1008; 52 F. R. D., at 269. We therefore remand the cause with instructions to dismiss the class action as so defined.16

The judgment of the Court of Appeals is vacated and the cause remanded for proceedings consistent with this opinion.

It is so ordered.

Mr. Justice Douglas,

dissenting in part.

While I am in general agreement with the phases of this case touched on by the Court, I add a few words because its opinion does not fully explore the issues which will be dispositive of this case on remand to the District Court.

Federal Rule Civ. Proc. 23 (c) (4) provides: “When appropriate (A) an action may be brought or maintained as a class action with respect to particular issues, or (B) a class may be divided into subclasses and each subclass treated as a class, and the provisions of this rule shall then be construed and applied accordingly.”

*180As Judge Oakes, speaking for himself and Judge Timbers, said below:

“The plaintiff class might, for example, be divided into much smaller subclasses ... of odd lot buyers for particular periods, and one subclass treated as a test case, with the other subclasses held in abeyance. Individual notice at what would probably be a reasonable cost could then be given to all members of the particular small subclass who can be easily identified.” 479 F. 2d 1005, 1023 (dissenting from denial of rehearing en banc).

Or a subclass might include those on monthly investment plans, or payroll deduction plans run by brokerage houses.1 The possibilities, though not infinite, are numerous.

*181The power to create a subclass is clear and unambiguous. Who should be included and how large it should be are questions that only the District Court should resolve. Notice to each member of the subclass would be essential under Rule 23 (c) (2); and under Rule 23 (c) (2) (A) any notified member may opt out.. There would remain the question whether the subclass suit is manageable. But since the subclass could be chosen in light of the non-manageability of the size of the class whose claims are presently before us, there is no apparent difficulty in that sense.

The statute of limitations, it is argued, has run or is about to run on many of these classes. We held in American Pipe & Construction Co. v. Utah, 414 U. S. 538, that the start of a class action prior to the running of the statute protects all members of the class. Whether that rule should obtain for the benefit of other members who could have been included in the subclass bringing suit, but for the manageability issue, is a question we have not decided.2 Moreover, if the subclass sues and wins or *182sues and loses, questions covering the rights of members of the larger class who are not parties would be raised. These are questions we have not answered.3 But the fact that unresolved questions of law would remain is not an insurmountable obstacle, and Rule 23 (c) (4) (B) expressly authorizes subclasses to sue in lieu of a full class. Rule 23 (c)(4)(B) may have had, as a forerunner, the proposal stated by Judge Weinstein in 1960:

“When there is a question of law or fact common to persons of a numerous class whose joinder is impracticable, one or more of them whose claims or defenses are representative of the claims or defenses of all and who will fairly and adequately protect the interests of all may sue or be sued on behalf of all.” 4

In explanation he added:

“Such a rule would provide six requirements for a class action: (1) a class, (2) numerous members, *183(3) common question of law or fact, (4) impracticability of joinder, (5) representative claim or defense, (6) fair and adequate protection of absentees.

“Almost any 'bond of association’ in an event or status out of which a legal dispute arose is sufficient to constitute a class. The class must be numerous but need not be so large that, in itself, this factor makes it impracticable to bring them all before the court. A number of members sufficient to satisfy present Section 195 [of the New York Civil Practice Act] would satisfy the proposed rule. Size, modesty of monetary interest, inability to locate members and difficulty of obtaining jurisdiction should all be considered in determining impracticability of joinder.” 5

The Court permits Eisen to redefine his class either by amending his complaint pursuant to Fed. Rule Civ. Proc. 15, or by proceeding under Rule 23 (c) (4). While Eisen may of course proceed by amending his complaint to define a subclass, it is clear that he need not do so.6 Definition of the subclass would properly be accomplished by order of the District Court, as permitted by Rules 23 (c)(4) and 23 (c)(1), without amendment of the complaint as filed. While the complaint alleges that *184Eisen sues on his behalf and on behalf of all purchasers and sellers of odd lots, it adds, “Plaintiff will fairly insure the adequate representation of all such persons.” Problems of manageability covered by Rule 23 (b) (3) (D) arise only after issues are joined and the District Court is engaged in shaping up the litigation for a trial on the merits. If it finds that a subclass would be more appropriate, no new action need be started nor any amended complaint filed.

Rule 23 (c)(1) provides: “As soon as practicable after the commencement of an action brought as a class action, the court shall determine by order whether it is to be so maintained. An order under this subdivision may be conditional, and may be altered or amended before the decision on the merits.”

It is as plain as words can make it that the court which decides that a full class action can be maintained can alter or amend its order “before the decision on the merits.” One permissible way in which the court’s order may be changed is to have it “altered” as provided in Rule 23 (c)(1) by reducing the larger class to a subclass as provided in the same subsection — Rule 23 (c) (4)(B). The prerequisites of a class cause of action are described in Rule 23 (a). In the instant case that hurdle has been passed and we are at the stage of notice requirements and manageability. Not an iota of change is made in the cause of action by restricting it to a subclass.

The purpose of Rule 23 is to provide flexibility in the management of class actions, with the trial court taking an active role in the conduct of the litigation. See Dolgow v. Anderson, 43 F. R. D. 472, 481-482 (EDNY); Green v. Wolf Corp., 406 F. 2d 291, 298 (CA2), cert. denied, 395 U. S. 977. Lower federal courts have recognized their discretion to define those subclasses proper to prosecute an action without being bound by the plaintiff’s *185complaint. See, e. g., Dolgow v. Anderson, supra, at 491-493; Philadelphia Elec. Co. v. Anaconda American Brass Co., 43 F. R. D. 452, 462-463 (ED Pa.). See generally 7A C. Wright & A. Miller, Federal Practice and Procedure § 1790, p. 187; 3B J. Moore, Federal Practice ¶ 23.65. And, as Rule 23 (c)(1) clearly indicates, the courts retain both the power and the duty to realign classes during the conduct of an action when appropriate. See, e. g., Carr v. Conoco Plastics, Inc., 423 F. 2d 57, 58 (CA5), cert. denied, 400 U. S. 951; Johnson v. ITT-Thompson Industries, Inc., 323 F. Supp. 1258, 1262 (ND Miss.); Ostapowicz v. Johnson Bronze Co., 54 F. R. D. 465, 466 (WD Pa.); Baxter v. Savannah Sugar Refining Corp., 46 F. R. D. 56, 60 (SD Ga.). That discretion can be fully retained only if the full-class complaint is preserved when a subclass is defined to prosecute the action. The bounds of the subclass can then be narrowed or widened by order of the District Court as provided in Rule 23 (c)(1), without need to amend the complaint and without the constraints which might exist if the complaint had earlier been amended pursuant to Rule 15 to include only the subclass.

I agree with Professor Chafee that a class action serves not only the convenience of the parties but also prompt, efficient judicial administration.7 I think in our society that is growing in complexity there are bound to be innumerable people in common disasters, calamities, or ventures who would go begging for justice without the class action but who could with all regard to due process be protected by it. Some of these are consumers whose claims may seem de minimis but who alone have no practical recourse for either remuneration or injunctive relief, Some may be environmentalists who have no photographic development plant about to be ruined because of *186air pollution by radiation but who suffer perceptibly by smoke, noxious gases, or radiation. Or the unnamed individual may be only a ratepayer being excessively charged by a utility, or a homeowner whose assessment is slowly rising beyond his ability to pay.

The class action is one of the few legal remedies the small claimant has against those who command the status quo.8 I would strengthen his hand with the view of creating a system of law that dispenses justice to the lowly as well as to those liberally endowed with power and wealth.

*590 Justice Breyer

delivered the opinion of the Court.

The Class Action Fairness Act of 2005 (CAFA) provides that the federal “district courts shall have original jurisdiction” over a civil “class action” if, among other things, the “matter in controversy exceeds the sum or value of $5,000,000.” 28 U. S. C. §§ 1332(d)(2), (5). The statute adds that “to determine whether the .matter in controversy exceeds the sum or value of $5,000,000,” the “claims of the individual class members shall be aggregated.” § 1332(d)(6).

The question presented concerns a class-action plaintiff who stipulates, prior to certification of the class, that he, and the class he seeks to represent, will not seek damages that exceed $5 million in total. Does that stipulation remove the case from CAFA’s scope? In our view, it does not.

r—I

In April 2011 respondent, Greg Knowles, filed this proposed class action in an Arkansas state court against petitioner, the Standard Fire Insurance Company. Knowles claimed that, when the company had made certain homeowner’s insurance loss payments, it had unlawfully failed to *591 include a general contractor fee. And Knowles sought to certify a class of “hundreds, and possibly thousands,” of similarly harmed Arkansas policyholders. App. to Pet. for Cert. 66. In describing the.relief sought, the complaint says that the “Plaintiff and Class stipulate they will seek to recover total aggregate damages of less than five million dollars.” Id., at 60. An attached affidavit stipulates that Knowles “will not at any time during this case ... seek damages for the class ... in excess of $5,000,000 in the aggregate.” Id., at 75.

On May 18, 2011, the company, pointing to CAFA’s jurisdictional provision, removed the case to Federal District Court. See 28 U. S. C. § 1332(d); § 1453. Knowles argued for remand on the ground that the District Court lacked jurisdiction. He claimed that the “sum or value” of the “amount in controversy” fell beneath the $5 million threshold. App. to Pet. for Cert. 2. On the basis of evidence presented by the company, the District Court found that the “sum or value” of the “amount in controversy” would, in the absence of the stipulation, have fallen just above the $5 million threshold. Id., at 2, 8. Nonetheless, in light of Knowles’ stipulation, the court concluded that the amount fell beneath the threshold. The court consequently ordered the case remanded to the state court. Id., at 15.

The company appealed from the remand order, but the Eighth Circuit declined to hear the appeal. Id., at 1. See 28 U. S. C. § 1453(c)(1) (2006 ed., Supp. V) (providing discretion to hear an appeal from a remand order). The company petitioned for a writ of certiorari. And, in light of divergent views in the lower courts, we granted the writ. Compare Frederick v. Hartford Underwriters Ins. Co., 683 F. 3d 1242, 1247 (CA10 2012) (a proposed class-action representative’s “attempt to limit damages in the complaint is not dispositive when determining the amount in controversy”), with Rolwing v. Nestle Holdings, Inc., 666 F. 3d 1069, 1072 (CA8 2012) (a precertification “binding stipulation limiting dam *592 ages sought to an amount not exceeding $5 million can be used to defeat CAFA jurisdiction”).

t—i HH

CAFA provides the federal district courts with “original jurisdiction” to hear a “class action” if the class has more than 100 members, the parties are minimally diverse, and the “matter in controversy exceeds the sum or value of $5,000,000.” 28 U. S. C. §§ 1332(d)(2), (5)(B). To “determine whether the matter in controversy” exceeds that sum, “the claims of the individual class members shall be aggregated.” § 1332(d)(6). And those “class members” include “persons (named or unnamed) who fall within the definition of the proposed or certified class.” § 1332(d)(1)(D) (emphasis added).

As applied here, the statute tells the District Court to determine whether it has jurisdiction by adding up the value of the claim of each person who falls within the definition of Knowles’ proposed class and determine whether the resulting sum exceeds $5 million. If so, there is jurisdiction and the court may proceed with the case. The District Court in this case found that resulting sum would have exceeded $5 million but for the stipulation. And we must decide whether the stipulation makes a critical difference.

In our view, it does not. Our reason is a simple one: Stipulations must be binding. See 9 J. Wigmore, Evidence §2588, p. 821 (J. Chadbourn rev. 1981) (defining a “judicial admission or stipulation” as an “express waiver made ... by the party or his attorney conceding for the purposes of the trial the truth of some alleged fact” (emphasis deleted)); Christian Legal Soc. Chapter of Univ. of Cal., Hastings College of Law v. Martinez, 561 U. S. 661, 677 (2010) (describing a stipulation as “ ‘binding and conclusive’ ” and “ ‘not subject to subsequent variation’” (quoting 83 C. J. S., Stipulations § 93 (2000))); 9 Wigmore, supra, § 2590, at 822 (the “vital feature” of a judicial admission is “universally conceded to be its conclusiveness upon the party making it”). The stipulation *593 Knowles proffered to the District Court, however, does not speak for those he purports to represent.

That is because a plaintiff who files a proposed class action cannot legally bind members of the proposed class before the class is certified. See Smith v. Bayer Corp., 564 U. S. 299, 315 (2011) (“Neither a proposed class action nor a rejected class action may bind nonparties”); id., at 313 (“‘[A] nonnamed class member is [not] a party to the class-action litigation before the class is certified’ ” (quoting Devlin v. Scardelletti, 536 U. S. 1, 16, n. 1 (2002) (Scalia, J., dissenting))); Brief for Respondent 12 (conceding that “a damages limitation . . . cannot have a binding effect on the merits of absent class members’ claims unless and until the class is certified”).

Because his precertification stipulation does not bind anyone but himself, Knowles has not reduced the value of the putative class members’ claims. For jurisdictional purposes, our inquiry is limited to examining the case “as of the time it was filed in state court,” Wisconsin Dept. of Corrections v. Schacht, 524 U. S. 381, 390 (1998). At that point, Knowles lacked the authority to concede the amount-in-controversy issue for the absent class members. The Federal District Court, therefore, wrongly concluded that Knowles’ precertification stipulation could overcome its finding that the CAFA jurisdictional threshold had been met.

Knowles concedes that “[fjederal jurisdiction cannot be based on contingent future events.” Brief for Respondent 20. Yet the two legal principles to which we have just referred—that stipulations must be binding and that a named plaintiff cannot bind precertification class members—mean that the amount to which Knowles has stipulated is in effect contingent.

If, for example, as Knowles’ complaint asserts, “hundreds, and possibly thousands,” of persons in Arkansas have similar claims, App. to Pet. for Cert. 66, and. if each of those claims places a significant sum in controversy, the state court might certify the class and permit the case to proceed, but only on *594 the condition that the stipulation be excised. Or a court might find that Knowles is an inadequate representative due to the artificial cap he purports to impose on the class’ recovery. E. g., Back Doctors Ltd. v. Metropolitan Property & Cas. Ins. Co., 637 F. 3d 827, 830-831 (CA7 2011) (noting a class representative’s fiduciary duty not to “throw away what eould be a major component of the class’s recovery”). Similarly, another class member could intervene with an amended complaint (without a stipulation), and the District Court might permit the action to proceed with a new representative. See 5 A. Conte & H. Newberg, Class Actions §16:7, p. 164 (4th ed. 2002) (“[Mjembers of a class have a right to intervene if their interests are not adequately represented by existing parties”). Even were these possibilities remote in Knowles’ own case, there is no reason to think them farfetched in other cases where similar stipulations could have more dramatic amount-lowering effects.

The strongest counterargument, we believe, takes a syllogistic form: First, this complaint contains a presently nonbinding stipulation that the class will seek damages that amount to less than $5 million. Second, if the state court eventually certifies that class, the stipulation will bind those who choose to remain as class members. Third, if the state court eventually insists upon modification of the stipulation (thereby permitting class members to obtain more than $5 million), it will have in effect created a new, different case. Fourth, CAFA, however, permits the federal court to consider only the complaint that the plaintiff has filed, i. e., this complaint, not a new, modified (or amended) complaint that might eventually emerge.

Our problem with this argument lies in its conclusion. We do not agree that CAFA forbids the federal court to consider, for purposes of determining the amount in controversy, the very real possibility that a nonbinding, amount-limiting, stipulation may not survive the class certification process. This potential outcome does not result in the creation of a new *595 case not now before the federal court. To hold otherwise would, for CAFA jurisdictional purposes, treat a nonbinding stipulation as if it were binding, exalt form over substance, and run directly counter tq CAFA’s primary objective: ensuring “Federal court consideration of interstate cases of national importance.” § 2(b)(2), 119 Stat. 5. It would also have the effect of allowing the subdivision of a $100 million action into 21 just-below-$5-million state-court actions simply by including nonbinding stipulations; such an outcome would squarely conflict with the statute’s objective.

We agree with Knowles that a federal district court might find it simpler to value the amount in controversy on the basis of a stipulation than to aggregate the value of the individual claims of all who meet the class description. We also agree that, when judges must decide jurisdictional matters, simplicity is a virtue. See Hertz Corp. v. Friend, 559 U. S. 77, 94 (2010). But to ignore a nonbinding stipulation does no more than require the federal judge to do what she must do in cases without a stipulation and what the statute requires, namely, “aggregat[e]” the “claims of the individual class members.” 28 U. S. C. § 1332(d)(6).

Knowles also points out that federal courts permit individual plaintiffs, who are the masters of their complaints, to avoid removal to federal court, and to obtain a remand to state court, by stipulating to amounts at issue that fall below the federal jurisdictional requirement. That is so. See St. Paul Mercury Indemnity Co. v. Red Cab Co., 303 U. S. 283, 294 (1938) (“If [a plaintiff] does not desire to try his case in the federal court he may resort to the expedient of suing for less than the jurisdictional amount, and though he would be justly entitled to more, the defendant cannot remove”). But the key characteristic about those stipulations is that they are legally binding on all plaintiffs. See 14AA C. Wright, A. Miller, & E. Cooper, Federal Practice and Procedure §3702.1, p. 335 (4th ed. 2011) (federal court, as condition for remand, can insist on a “binding affidavit or stipulation *596 that the plaintiff will continue to claim less than the jurisdictional amount” (emphasis added)). That essential feature is missing here, as Knowles cannot yet bind the absent class.

Knowles argues in the alternative that a stipulation is binding to the extent it limits attorney's fees so that the amount in controversy remains below the CAFA threshold. We do not consider this issue because Knowles’ stipulation did not provide for that option.

In sum, the stipulation at issue here can tie Knowles’ hands, but it does not resolve the amount-in-controversy question in light of his inability to bind the rest of the class. For this reason, we believe the District Court, when following the statute to aggregate the proposed class members’ claims, should have ignored that stipulation. Because it did not, we vacate the judgment below and remand the case for further proceedings consistent with this opinion.

It is so ordered.

ENTRY GRANTING PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION

BARKER, Chief Judge.

Plaintiffs, a group of Indiana automobile dealers who sell vehicles manufactured by General Motors (GM), a Delaware corporation, brought this action against GM on behalf of all Indiana dealers alleging that GM’s marketing scheme violates the Indiana Deceptive Franchise Practices Act (IDFPA, Ind.Code 23-2-2.7-2(1)) and constitutes criminal conversion and unjust enrichment.1 Plaintiffs claim that GM unlawfully altered its marketing program, under which it collects from dealers an extra one (1) percent of the Manufacturer’s Suggested Retail Price (MSRP) of new cars sold. Formerly, the dealers authorized GM’s collection of the one percent charge because GM redistributed the money to regional dealer marketing groups (DMGs) for use in local advertising campaigns. In April of 1999, GM began to retain the monies previously earmarked for local marketing efforts, announcing that it would now spend this money on national advertising. Plaintiffs’ Complaint seeks to enjoin GM from assessing the alleged marketing charge against Indiana GM dealers, a declaration that the marketing funds in question belong to the dealers, disgorgement of illegal benefits that GM has derived from its marketing program since April of 1999, treble damages for conversion, and attorney fees under the IDFPA and Ind.Code 9-23-6-9. Pursuant to Federal Rule of Civil Procedure 23, Plaintiffs moved for certification of a class defined as all GM dealers located in Indiana. Because the parties more than sufficiently communicated their arguments in support of and in opposition to class certification in their briefs, we have determined that a hearing regarding Plaintiffs’ motion is unnecessary at this time and DENY GM’s Request for Oral Argument. In addition, until Plaintiffs respond to GM’s allegations that they did not follow the procedures set forth in the Protective Order for resolving ‘disputes regarding confidential material and can show us that they have done so, Plaintiffs’ Motion to Unseal Defendant’s Brief in Opposition to Class Certification is DENIED.2

Discussion

1. Rule 28(a)

As a preliminary issue, we note that courts do not examine the merits of a dispute in considering whether to certify a class. Wilborn v. Dun & Bradstreet Corp., 180 F.R.D. 347 (N.D.Ill.1998). Federal Rule of Civil Procedure 23 establishes a two-step procedure for determining whether a class can be certified. See Hurd v. Monsanto Co., 164 F.R.D. 234, 238 (S.D.Ind.1995); 7A Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure: Civil 2d § 1753, at 44 (1986). The first step is to satisfy the prerequisites of Rule 23(a), which provides that:

*577One or more members of a class may sue or be sued as representative parties on behalf of all only if (1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common to the class, (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class.

Fed. R. Civ. P. 23(a). The party seeking class certification bears the burden of proving that these prerequisites have been met and that class certification is appropriate. See General Tel. Co. of Southwest v. Falcon, 457 U.S. 147, 161, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982); Retired Chicago Police Ass’n v. City of Chicago, 7 F.3d 584, 596 (7th Cir. 1993); Hurd, 164 F.R.D. at 238. Because each element is a prerequisite to certification, failure to meet any one of them precludes certification as a class. See Retired Chicago Police Ass’n, 7 F.3d at 596.

a. Numerosity

As discussed above, Plaintiffs must show that the putative class is so numerous that “joinder of all [class] members is impracticable.” Fed. R.Civ.P. 23(a)(1) (emphasis added). While there is no magic number held to satisfy this requirement, classes of forty or more members have generally been found to be sufficiently numerous. See Swanson v. American Consumer Indus., 415 F.2d 1326, 1333 n. 9 (7th Cir.1969); Charles Alan Wright, Arthur R. Miller & Mary Kay Kane § 1762, at 159. By GM’s own account, there are 258 current GM dealers in the state of Indiana. General Motors argues that joinder is not impracticable because all proposed class members’ identities and addresses are readily ascertainable. The authority it cites in support of its position represents a minority view; we rely instead on the established principle that “a showing of strong litigational hardship or inconvenience should be sufficient” to establish numerosity. See Herbert Newberg & Alba Conte, Newberg on Class Actions § 3.04 (3d ed.1992). In light of the circumstances of this action, including the geographic dispersion of the dealers and the difficulties of administering a ease involving over 200 plaintiffs, we believe that joinder is impracticable and that Plaintiffs have satisfied the numerosity requirement.

b. Commonality and Typicality

Rule 23(a)(2) requires that “there are questions of law or fact common to the class,” and Rule 23(a)(3) requires that the plaintiffs claim be typical of those of the class. Fed. R.Civ.P. 23(a)(2), (3). These two requirements are “closely related.” Rosario v. Livaditis, 963 F.2d 1013, 1018 (7th Cir.1992). Commonality does not require that all questions of fact or law be identical. See Johns v. DeLeonardis, 145 F.R.D. 480, 483 (N.D.Ill. 1992). Factual variation among class grievances does not defeat a finding of commonality. See Rosario, 963 F.2d at 1017. Rather, this requirement is satisfied as long as “the class claims arise out of the same legal or remedial theory,” Johns, 145 F.R.D. at 483. It is enough to satisfy commonality that there be a “common question ... at the heart of the case____” Rosario, 963 F.2d at 1018.

GM’s argument that Plaintiffs’ claims are based on a variety of differing oral and written communications cannot defeat commonality and typicality, though it may be relevant in determining whether common issues predominate. Plaintiffs readily fulfill the element of commonality in this case. All members of the proposed class share an identical legal claim: that the one percent charge collected by GM, formerly distributed to the DMGs, belongs to them. The legality in Indiana of General Motors’ marketing practices, namely its retention of the assessment against all new cars sold by its dealers, forms the common basis of the suit.

Similarly, typicality is shown if the named plaintiffs claim “arises from the same ... practice or course of conduct that gives rise to the claims of other class members and his or her claims are based on the same legal theory.” De La Fuente v. Stokely-Van Camp, Inc., 713 F.2d 225, 232 (7th Cir.1983). Plaintiffs have alleged that General Motors requires dealers to pay a marketing fee of one percent of the sales price for all new cars sold, without regard to the brand of GM *578vehicles purchased by the dealer, the dealer’s marketing strategy, the size or geographic location of the dealership, or the local economic conditions in the dealership’s area. This is easily characterized as a “single practice or course of conduct.” De La Fuente, 713 F.2d at 232. As we have previously noted, all of the class members’ claims are based on the same legal theory regarding the marketing charge and Rule 23(a)(3) is satis-' fied.

c. Adequacy of Representation

Rule 23(a)(4) requires that the representative parties fairly and adequately protect the interests of the class. This element reflects concerns about the competency of class counsel and potential conflicts of interest: “(a) the plaintiffs’ attorney must be qualified, experienced, and generally able to conduct the proposed litigation; and (b) the plaintiffs must not have interests antagonistic to those of the class.” Rosario, 963 F.2d at 1018; see General Tel. Co. v. Falcon, 457 U.S. at 157, n. 13, 102 S.Ct. 2364. Courts generally presume competency of class counsel at the outset of the litigation “in the absence of specific proof to the contrary by the defendant.” See Newberg & Conte, Newberg on Class Actions at § 3.42. General Motors provides no evidence that Plaintiffs’ counsel is inadequate and we believe the briefs filed in this Court by class counsel support a presumption of competency. General Motor’s allegation that a conflict of interest arises from counsel’s representation of a local association of automobile dealers lacks merit as GM does not demonstrate that an actual conflict exists, nor does it cogently explain how, the alleged conflict might harm class interests.

Similarly unavailing are GM’s suggestions that the named plaintiffs are not adequate representatives of the class. General Motors presents deposition testimony excerpts of proposed class representatives to establish that the named plaintiffs have differing goals in the litigation. While the named plaintiffs may prefer different marketing strategies, it is clear that they share a common view that GM has unlawfully appropriated the one percent marketing charge at issue in this case for use in national advertising efforts. General Motors further alleges that some of the named plaintiffs provided “no input” in drafting the Complaint and are not willing to personally finance this litigation in its entirety. We think GM’s arguments overstate the responsibilities of class representatives; the proposed representatives are not lawyers expected to understand intimately the legal nuances of the case. They may not comprehend perfectly their legal obligations as class representatives, but their testimony reveals genuine interest in the outcome of this litigation: one dealer expressed willingness to bear the entire costs of the action, while the others said they would pay their fair share. The fact that these businessmen made time to appear for scheduled depositions (one individual cut short a trip to attend his) also indicates commitment to this lawsuit and an understanding of the importance of their role. Furthermore, the plaintiffs’ willingness to represent the class against GM, potentially damaging their franchise relationships with GM, demonstrates keen desire to pursue this cause. We disagree with GM’s contention that these putative class representatives have “so little involvement in the class action that they would be unable or unwilling to protect the interests of the class against the possibly competing interests of the attorneys” Def.’s Mem. Opp. Pls.’ Mot. Class Cert. at 34 (citations omitted). They appear willing and able to preserve class interests against any adverse concerns.

Despite GM’s speculative-but-thorough description of the ways in which the interests of Indiana GM dealers could vary, we reject GM’s argument that these differences constitute antagonistic interests that should prevent class certification. The interests of the class members need not be' identical; the only conflicts relevant to our inquiry are those that relate materially to Plaintiffs’ claims. In addition, as will be addressed in our discussion of (b)(3) certification, if members of the putative class believe that the named plaintiffs do not adequately represent their interests, they may choose to opt out of the suit. We find that Plaintiffs have met the requirement of adequacy of representation. Plaintiffs have established that they *579meet all of Rule 23(a)’s prerequisites; thus, we turn to consideration of 23(b).

2. Rule 23(b)

It is not enough that the threshold requirements of Rule 23(a) are met; the action must also be maintainable under one of Rule 23(b)’s subparts. See Fed. R.Civ.P. 23(b); Williams v. Chartwell Fin. Servs., Ltd., 204 F.3d 748, 759-760 (7th Cir.2000); Hurd, 164 F.R.D. at 238. Plaintiffs seek certification under Rule 23(b)(1), 23(b)(2) and 23(b)(3).

a. Rule 23(b)(1)

Class certification under Rule 23(b)(1) is typically appropriate in cases where there exists either a common fund that may limit recovery to individual plaintiffs or a risk of establishing inconsistent standards of conduct for the defendant. See Jefferson v. Ingersoll Int’l Inc., 195 F.3d 894, 897 (7th Cir.1999) (commenting that “domain of Rule 23(b)(1)” is “limited fund that must be distributed ratably,” citing Ortiz v. Fibreboard Corp., 527 U.S. 815, 119 S.Ct. 2295, 144 L.Ed.2d 715 (1999)). We discern no allegation of a limited fund that would demonstrate why this type of certification should apply in the instant case. Plaintiffs note that “the prosecution of separate actions will create the risk of varying adjudications with respect to individual dealers” that could “be dispositive of the interests of other GM dealers in the State of Indiana who are not parties to this action or will substantially impair or impede their ability to protect their interests.” Pls.’ Mem. Supp. Mot. Class Cert. at 17. However, “that some plaintiffs may ultimately be successful against a defendant while others may not is simply not a ground for invoking Rule 23(b)(1)(A).” Hurd, 164 F.R.D. at 239 (citations omitted).

b. Rule 23(b)(2)

Under Rule 23(b)(2), a class may be certified when “the party opposing the class has acted or refused to act on grounds generally applicable to the class,” and the representatives are seeking “final injunctive relief or corresponding declaratory relief.” Fed. R.Civ.P. 23(b)(2); Doe v. Guardian Life Ins. Co. of America, 145 F.R.D. 466, 477 (N.D.Ill. 1992); Charles Alan Wright, Arthur R. Miller & Mary Kay Kane § 1775, at 477. The primary limitation imposed by this subsection is that injunctive or declaratory relief must predominate as the remedy being sought on behalf of the class. See Clay v. American Tobacco Co., 188 F.R.D. 483, 494 (S.D.Ill.1999); Doe, 145 F.R.D. at 477; Wright, Miller & Kane § 1775, at 444-48. The subsection is not fulfilled where the plaintiffs are seeking predominantly money damages. See Clay, 188 F.R.D. at 494; Doe, 145 F.R.D. at 477.

Plaintiffs have alleged conduct by General Motors clearly applicable to all members of the class: illegal conversion of one percent of the price of new vehicles, an amount formerly contributed to local advertising funds, for use in its own national marketing efforts. Thus, any obstacle to Plaintiffs’ attempt to certify this class action under Rule 23(b)(2) would come from the type of relief they are seeking, that is, whether it is a form of final injunctive or corresponding declaratory relief. To determine whether the relief sought is primarily equitable or money damages, “the plaintiffs’ specific request for relief must be closely scrutinized and consideration must be given to whether the ‘crux of the action is for money damages.’ ” Clay, 188 F.R.D. at 494 (quoting Dhamer v. Bristol-Myers Squibb Co., 183 F.R.D. 520, 528 (N.D.Ill. 1998)).

Deciding whether Plaintiffs’ case fits the (b)(2) paradigm presents a close issue because Plaintiffs want to prevent future economic harm and would be entitled to equitable recovery of the amounts paid under an unjust enrichment theory, but they also pursue treble damages on the conversion count and an award of attorney fees as provided for by Indiana statute. In one sense Plaintiffs seek a declaration that the one percent is their money, and relief would seem to flow directly from that proposition. Declaratory relief only “correspond[s]” to final injunctive relief when “as a practical purpose it affords injunctive relief or serves as a basis for later injunctive relief.” 1966 Advisory Committee Note to Rule 23, 28 U.S.C.A. Rule 23 at 298. Declaratory relief is not to be used simply to “lay 'the basis for a later damage award.” *580Sarafin v. Sears, Roebuck and Co., 446 F.Supp. 611, 615 (N.D.Ill.1978); Wright, Miller & Kane § 1775, at 463. “The use of a declaratory judgment in a class action where the real goal is a damage award undermines the purpose of Rule 23(b)(2).” Sarafin, 446 F.Supp. at 615. We do not think that Plaintiffs’ prayer for declaratory relief is presented only to lay the basis for an award of treble damages and attorneys fees, but we cannot ignore the large amount of money involved in the potential recovery to class members.

In Jefferson v. Ingersoll International, Judge Easterbrook offered guidance to district courts deciding between 23(b)(2) and (b)(3) class certification. 195 F.3d 894, 898 (7th Cir.1999). Questioning whether Rule 23(b)(2) may ever be used to certify a no-notice, no-opt-out class when compensatory or punitive damages are at issue, he pointed out that Rule 23

does not say that the class must be certified under the first matching subsection. A court should endeavor to select the most appropriate one in the list. When substantial damages have been sought, the most appropriate approach is that of Rule 23(b)(3), because it allows notice and an opportunity to opt out.

Jefferson, 195 F.3d at 898. Plaintiffs’ argument (regarding (b)(1) certification) recognizing that a decision that could “be dispositive of the interests of other GM dealers in the State of Indiana” who did not participate in that action might “substantially impair or impede their ability to protect their interests” reflects the disadvantage of (b)(2) certification: that Indiana GM dealers would be bound to a judgment or settlement in this case without notice or the opportunity to opt out. See Pls.’ Mem. Supp. Mot. Class Cert. at 17. Because of the importance of money damages to Plaintiffs’ claims, we believe that class members should have the opportunity to receive notice and opt out. We therefore decline to certify a(b)(2) class, though we recognize that any grant of injunctive relief may affect those who choose not to participate in the suit.

c. Rule 23(b)(3)

A class action is maintainable under Rule 23(b)(3) if we find that “the questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy.” Fed. R.Civ.P. 23(b)(3) (emphasis added). The underlying purpose of Rule 23(b)(3)’s requirements is to assure that a class action has “practical utility” in the suit. Hylaszek v. Aetna Life Ins. Co., No. 94-C-5961, 1998 WL 381064, at *3 (N.D.Ill. July 1, 1998). Rule 23(b)(3) lays out four factors which we consider in analyzing these issues:

(A) the interest of members of the class in individually controlling the prosecution ... of separate actions; (B) the extent and nature of any litigation concerning the controversy already commenced by ... members of the class; (C) the desirability or undesirability of concentrating the litigation of the claims in the particular forum; (D) the difficulties likely to be encountered in the management of a class action.

Fed. R.Civ.P. 23(b)(3).

i. Predominance

Predominance is met when “ ‘one or more of the central issues in the action are common to the class and can be said to predominate ...’.” John Does 1-100 v. Boyd, 613 F.Supp. 1514, 1530 (D.Minn.1985) (quoting Charles Alan Wright, Arthur R. Miller & Mary Kay Kane § 1778, at 529). Satisfying this criterion “normally turns on the answer to one basic question: is there an essential factual link between all class members and the defendant for which the law provides a remedy?” Johns, 145 F.R.D. at 484-85. We have determined that putative class members share a common basis for their suit: the issue of whether GM’s marketing practices violate Indiana law. Each of the plaintiffs involved herein' alleges that a one percent charge that he or she formerly agreed to pay for use in local advertising has been diverted to GM’s national marketing without his or her consent. The legality of this alleged marketing assessment program under Indiana law is the “dominant, central focus” of the proposed class action. While their objections to General Motors’ various mar*581keting initiatives may differ, every member of the proposed class shares the desire to reassert control over what it believes is its marketing money and a common belief that General Motors has in essence stolen its money by exerting exclusive control over the marketing funds.

The essence of Defendant’s claim that this class cannot be maintained under Rule 23(b)(3) is that the common issue of the legality of the one percent charge will require individual determination of many unique fact issues as well as legal issues arising from oral representations made to some but not all putative class members. In addition, GM maintains that the plaintiffs want different kinds of relief and that their damages must be individually calculated, thus overshadowing any common issues: “In this action, plaintiffs’ goals and remedies are as varied and diverse as the named plaintiffs themselves and, indeed, as diverse as every putative class member.” Def.’s Mem. Opp. Pl.’s Mot. Class Cert. at 20.

Rule 23(b)(3) class actions commonly involve numerous levels of damages and injury for different class members. See De La Fuente, 713 F.2d at 233; Markham v. White, 171 F.R.D. 217, 224 (N.D.Ill.1997); John Does 1-100, 613 F.Supp. at 1530; Hernandez v. United Fire Ins. Co., 79 F.R.D. 419, 430 (N.D.Ill.1978). In Johns, supra, the court certified a class action despite dissimilar damage amounts because “the extent of damages is not an issue” when certifying the class, rather it is a question for the merits of the lawsuit. Id. at 485 (citing Grossman v. Waste Management, Inc., 100 F.R.D. 781, 784 (N.D.Ill.1984)). Similarly, the court in John Does 1-100, supra, found that common questions of law and fact predominated despite the fact that varying damage levels were involved in the putative class action. Id. at 1530. Finally, determining damages in this case will not necessitate minitrials because damages can be calculated easily from General Motors computer records tracking the number of vehicles sold by dealers.

The only possibility that Plaintiffs will need to present individualized proof lies in their IDFPA claim, an element of which is ‘coercion.’ Assuming that actual coercion must be shown to establish the IDFPA violation, Plaintiffs need not present individualized proof if coercion can be proven on a classwide basis, for example through contracts, agreements and promotional materials uniformly applicable to all members of the proposed class. Other courts addressing this issue under similar fact patterns have held that the need to find coercion will not defeat class certification where it is based upon conduct applicable to the class as a whole. See Larry James Oldsmobile-Pontiac-GMC Truck Co. v. General Motors Corp., 164 F.R.D. 428, 439 (N.D.Miss.1996) (“coercion may be implied on a class-wide basis when the defendant’s challenged conduct constitutes a uniform agreement common to class members.”); see also the discussion in Lockwood Motors, Inc. v. General Motors Corp., 162 F.R.D. 569, 580-581 (D.Minn.1995) and cases cited therein.

We conclude that the common legal questions affecting General Motors’ liability predominate over any individualized factual and legal questions involved in this case; however, we note that a class could be decertified if it became evident that Plaintiffs must rely upon facts unique to each dealer to show GM forced dealers to participate in the marketing scheme. To the extent the relevant communications differed according to GM division (e.g., different contracts or letters sent to Oldsmobile versus Pontiac dealers) we can create subclasses if material differences prevent their consideration as a single group, with the exception of Buick dealers unless the communications received by them resemble those sent to another type of dealer. (None of the named plaintiffs is a Buick dealer.)

ii. Superiority

Rule 23(b)(3) also requires Plaintiffs to establish that a class action would be the “superior” manner in which to resolve the controversy. It does not appear that individual class members have any particular interest in pursuing separate actions, and we are unaware of any other litigation surrounding this issue already commenced by class members. Thus, the two most relevant issues regarding the superiority of the class action *582form highlighted by Rule 23(b)(3) are the desirability of concentrating the actions in this forum and the difficulty that management of such a class action would impose upon us. See Fed. R.Civ.P. 23(b)(3)(C), (D).

One reason to favor a class action is to avoid duplicative lawsuits, which would thereby waste the parties’ and the courts’ time and resources. See Markham, 171 F.R.D. at 224; Johns, 145 F.R.D. at 485. It is without question that allowing this case to proceed as a class action would allow economies of scale to operate and ultimately reduce the overall burden on the courts associated with pursuing the claims versus maintaining individual actions. Assuming for the moment that all of the potential plaintiffs filed suit individually, the federal courts would be open to an avalanche of suits involving duplicitous discovery and a repetition of, legal determinations.

A class action allows discovery to proceed on all of the potential claims jointly. A class action also eliminates the potential that the defendants will be subject to contradictory resolutions of the ultimate legal issue; to wit, the validity of the marketing program, because the issue is resolved vis-a-vis all class members at once. A class action simplifies discovery because the defendants and the court will have to deal with only one plaintiffs’ counsel, rather than a separate attorney for each individual plaintiff. Discovery disputes can be resolved and legal determinations made with respect to all of the parties at once instead of one plaintiff at a time.

While class actions may present undue pressure upon defendants to settle cases, this factor alone does not outweigh the advantages we have discussed. For these reasons, we hold that Plaintiffs’ putative class action is superior to alternative methods of adjudicating the claims and thus this class action may be maintained under Rule 23(b)(3).

Conclusion

Plaintiffs’ proposed class satisfies the demands of Rule 23(a) and is maintainable under Rule 23(b)(3). Plaintiffs’ motion for class certification is therefore GRANTED. The class shall be defined, and the action maintained, on behalf of all General Motors dealers in Indiana affected by the marketing program instituted in April of 1999. Plaintiffs shall provide notice to class members pursuant to Rule 23(c)(2), as detailed in our attached order. Certification of the class is conditional, subject to our power at any time prior to final judgment to revoke or alter class certification in the interests of justice and to insure compliance with the requirements of Rule 23. See Fed. R.Civ.P. 23(c)(1); Alliance to End Repression v. Rochford, 565 F.2d 975, 977 (7th Cir.1977); Hernandez, 79 F.R.D. at 433.

OPINION

ENSLEN, Chief Judge.

This matter is before the Court on the Plaintiffs’ Motion for Class Certification. For the reasons which follow, the motion will be granted.

BACKGROUND

Plaintiffs bring this suit against the Michigan High School Athletic Association and its Representative Council, alleging that they have been excluded from opportunities to participate in interscholastic athletic programs and have received unequal treatment and benefits in these programs. They contend that this putative exclusion and unequal treatment constitute gender discrimination, in violation of (1) Title IX of the Education Amendments of 1972; (2) the Equal Protection Clause of the Fourteenth Amendment; and (3) Mich. Comp. Laws §§ 37.2302 and 37.2402. The alleged discrimination is made manifest, according to Plaintiffs, in MHSAA’s: (1) refusing to sanction girls ice hockey and water polo; (2) requiring that the Plaintiff Class play its sports in non-traditional seasons; (3) operating shorter athletic seasons for some girls’ sports than for boys’ sports; (4) scheduling the competitions of the Plaintiff Class on inferior dates; (5) providing, assigning, and operating inferior athletic facilities to the Plaintiff Class in which to play MHSAA-sanctioned games; (6) requiring that the Plaintiff Class play some sports under rules and/or conditions different from those in the NCAA or other governing organizations, unlike boys; and (7) allocating-more resources for the support and promotion of male interscholastic athletic programs than for female programs.

Plaintiffs’ Motion for Class Certification asks the Court to define the proposed class as follows: all present and future female students enrolled in MHSAA member schools who participate in interscholastic athletics or who are deterred from participating in interscholastic athletics because of Defendants’ discriminatory conduct and who are adversely affected by that conduct.

STANDARD FOR CLASS CERTIFICATION

According to the United States Supreme Court, this Court must conduct a “rigorous analysis” into whether the prerequisites of Federal Rule of Civil Procedure 23 are met before certifying a class action. General Tel. Co. v. Falcon, 457 U.S. 147, 161, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982). The trial court has broad discretion in deciding whether to certify a class, but that discretion must be exercised within the framework of Rule 23. Gulf Oil Co. v. Bernard, 452 U.S. 89, 100, 101 S.Ct. 2193, 68 L.Ed.2d 693 (1981); In re American Medical Systems, Inc., 75 F.3d 1069, 1079 (6th Cir.1996). The “rigorous analysis requirement” means that a class is not maintainable merely because the complaint parrots the legal requirements of Rule 23. American Med. Systems, 75 F.3d at 1079. Although a hearing prior to the *571class determination is not always required, “it may be necessary for the court to probe behind the pleadings before coming to rest on the certification question.” Falcon, 457 U.S. at 160, 102 S.Ct. 2364; see also Weathers v. Peters Realty Corp., 499 F.2d 1197, 1200 (6th Cir.1974) (stating that in some cases it will be necessary to give the parties an opportunity to present evidence on the certification question). In this case, the extensive briefing filed by the parties, the Court’s past review of motions, and the documentary evidence and affidavits filed make the hearing of evidence unnecessary because the Court is able to probe behind the pleadings without additional evidence or argument.1

Rule 23 places the burden of class certification on the Plaintiffs. In re American Medical Systems, 75 F.3d at 1079; Senter v. General Motors Corp., 532 F.2d 511, 522 (6th Cir.1976). Under the language of the Rule, the Plaintiff must prove four prerequisites under subsection (a) and one of the prerequisites under subsection (b) for the class to be certified. The Rule provides in pertinent part as follows:

(a) Prerequisites to a Class Action. One or more members of a class may sue or be sued as representative parties on behalf of all only if

(1) the class is so numerous that joinder of all members is impracticable,

(2) there are questions of law or fact common to the class,

(3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and

(4) the representative parties will fairly and adequately protect the interests of the class.

(b) Class Actions Maintainable. An action may be maintained as a class action if the prerequisites of subdivision (a) are satisfied, and in addition:

(1) * * * *; or

(2) the party opposing the class has acted or refused to act on grounds generally applicable to the class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the class as a whole; * * * *

Fed. R. Civ. Proc. 23(a)-(b).

CLASS CERTIFICATION

Rule 23(a)(1) — Numerosity/Impracticability of Joinder

First, the Court must determine whether the class is sufficiently numerous that joinder is impracticable. Numbers alone are not dispositive when the numbers are small, but will dictate impracticability when the numbers are large. H. Newberg and A. Conte, 1 Newberg on Class Actions, § 3.05 (3rd ed.1992) [hereinafter “New-berg ”]. A good faith estimate of the number of class members is sufficient to support a numerosity finding. See Gomez v. Illinois State Bd. of Educ., 117 F.R.D. 394, 399 (N.D.Ill.1987). In this case, the numbers themselves justify a conclusion of numerosity and impracticability of joinder. Under Plaintiffs’ theory of liability, thousands of female high school athletes and would-be athletes are subjected to Defendants’ alleged discriminatory practices. In terms of specific numbers, Plaintiffs provide, for instance, evidence of 177 female ice hockey players, and 188 female water polo players, all of whom are allegedly discriminated against by Defendants’ refusal to sanction those sports. Similarly, almost 20,000 female basketball players are allegedly injured by a season which is purportedly shorter than that played by boys. Other numbers are presented, but need not be addressed in detail. Suffice it to say, the numbers of alleged discriminatees is high. To the extent that this claim does not concern simply water polo players, but is about a broader claim of discrimination against female high school athletes, the class is surely so numerous as to render joinder impracticable.

*572Regarding the class membership of future and deterred students, the Court notes that they are appropriate class components, since they cannot be identified. See Kilgo v. Bowman Transp., Inc., 789 F.2d 859, 878 (11th Cir.1986); Gomez, 117 F.R.D. at 399 (holding future class members are necessarily unidentifiable, and that their joinder is therefore impracticable.). See also Roman v. Korson, 152 F.R.D. 101, 111 (W.D.Mich.1993) (Enslen, J.) (noting that inclusion of future class members avoids unnecessary harm and repetitive litigation). The Court concludes that the numerosity requirement is satisfied by the proposed class.

Rule 23(a)(2) — Commonality

Next, the Rule requires commonality — that there are questions of law and fact common to class members. Not every common question suffices. Sprague v. General Motors Corp., 133 F.3d 388, 397 (6th Cir. 1998). What is necessary for certification are common issues the resolution of which will advance the litigation. Id. In cases involving the question of whether a defendant has acted through an illegal policy or procedure, commonality is readily shown because the common question becomes whether the defendant in fact acted through the illegal policy or procedure. Van Vels v. Premier Athletic Center of Plainfield, Inc., 182 F.R.D. 500, 507 (W.D.Mich.1998) (Enslen, J.). Where the nature of the legal claims are such that individuals would have to submit separate proofs to establish liability, class actions are disapproved due to lack of commonality. See, e.g., Sprague, 133 F.3d at 398 (class action disapproved as to estoppel which would require individual proof of reliance). However, the presence of individual questions need not defeat certification. See In re Prudential Ins. Co. of America Sales Lit., 148 F.3d 283, 310 (3rd Cir.1998). This should be obvious, since Rule 23 requires common questions, not the absence of individual ones. Once it is determined that there are common questions of law and fact as to a legal claim, differences in damages sustained by class members will usually not defeat certification. Sterling v. Velsicol Chemical Corp., 855 F.2d 1188, 1197 (6th Cir.1988); Kornberg v. Carnival Cruise Lines, Inc., 741 F.2d 1332 (11th Cir.1984).

Here, the common questions of fact and law are obvious enough. The overarching question is, did MHSAA and its Representative Council act in a manner inconsistent with Title IX, the Equal Protection Clause of the Fourteenth Amendment; and/or Mich. Comp. Laws §§ 37.2302 and 37.2402? The answer turns on the resolution of factual questions regarding Defendants’ decisionmaking process and outcomes, and determination of the legal consequences of those facts.

Rule 23(a)(3) — Typicality

Rule 23 requires that the claims asserted by class representatives be typical of class members. American Med. Systems, 75 F.3d at 1082. As the Court of Appeals said in the American Medical Systems case:

“Typicality determines whether a sufficient relationship exists between the injury to the named plaintiff and the conduct affecting the class, so that the court may properly attribute a collective nature to the challenged conduct____”

❖ * * -f *

....A necessary consequence of the typicality requirement is that the representative’s interests will be aligned with those of the represented group, and in pursuing his own claims, the named plaintiff will also advance the interests of the class members.

Id. (citation omitted). The typicality requirement, so explained, tends to merge with the commonality requirement. Falcon, 457 U.S. at 158 n. 13, 102 S.Ct. 2364. Nevertheless, it is a separate inquiry and in particular focuses attention on differences between class representative claims and class claims which would defeat the representative nature of the class action. Fuller v. Fruehauf Trailer Corp., 168 F.R.D. 588, 598 (E.D.Mich.1996).

The typicality requirement is the one demanding the closest attention in this matter. The Court must determine whether, on the facts of this case, the Supreme Court’s Falcon decision precludes a finding of typicality, given the breadth of Plaintiffs’ claims. In Falcon, a Mexican-American employee who *573alleged that he had been denied a promotion because of race discrimination brought a class action against his employer. The class included all Mexican-American employees and Mexican-American applicants for employment who had not been hired. The class was certified pursuant to a Fifth Circuit rule which permitted “across-the-board” attacks on all racially discriminatory employment practices. The Fifth Circuit had held that it was permissible for “ ‘an employee complaining of one employment practice to represent another complaining of another practice, if the plaintiff and the members of the class suffer from essentially the same injury. In this ease, all of the claims are based on discrimination because of national origin.’ ” Falcon, 457 U.S. at 153, 102 S.Ct. 2364 (quoting Falcon v. General Tel. Co., 626 F.2d 369, 375 (5th Cir.1980)). The Supreme Court reversed, holding that:

Respondent’s complaint provided an insufficient basis for concluding that the adjudication of his claim of discrimination in promotion would require the decision of any common question concerning the failure of petitioner to hire more Mexican-Americans. Without any specific presentation identifying the questions of law or fact that were common to the claims of respondent and of the members of the class he sought to represent, it was error for the District Court to presume that respondent’s claim was typical of other claims against petitioner by Mexican-American employees and applicants. If one allegation of specific discriminatory treatment were sufficient to support an across-the-board attack, every Title VII case would be a potential company wide class action.

457 U.S. at 158-59, 102 S.Ct. 2364.

At first blush, the Supreme Court’s criticism of the class certification challenged in Falcon appears applicable in a case such as this. After all, a number of different harms are alleged here, which have not been suffered uniformly among the proposed class representatives. There are two reasons, however, that Falcon does not bar the certification of this class.

First, the various discrete harms alleged by Plaintiffs are all allegedly suffered by members of Communities for Equity, a proposed class representative. See Affidavits attached to Plaintiffs’ Motion for Reconsideration, filed Nov. 25, 1998 (dkt.#46). “Numerous decisions have recognized the ability of associations, both incorporated and unincorporated, to act as class representatives under Rule 23. These entities are afforded representative status, provided that the underlying purpose of the organization is to represent the interests of the class.” Upper Valley Assoc. For Handicapped Citizens v. Mills, 168 F.R.D. 167, 171 (D.Vt.1996). Since CFE exists for the very purpose of achieving gender equity in high school sports, and since its members allege the manifold harms contained in its complaint, it achieves typicality of injury and claims through its membership.

More importantly, however, the mere fact of some distinction between the particular claims of named Plaintiffs and the diverse manifestations of discrimination alleged here is insufficient to extinguish typicality. The Falcon Court provided for the possibility of broad-based attacks on discrimination if there were proof of an underlying policy of discrimination. 457 U.S. at 159 n. 15, 102 S.Ct. 2364. Here, the variety of alleged manifestations of discrimination, such as inequitable facilities, scheduling, sanctioning, and rules, present a sufficient case of an underlying policy or practice of discrimination.2 The Court determines that differences between sanctioning water polo and scheduling basketball are less significant in this matter than the typicality of claims that female high school athletes are discriminated against in violation of the various laws invoked by Plaintiffs. See, e.g., Grasty v. Amalgamated Cloth. & Textile Workers Union, 828 F.2d 123, 130 (3rd Cir.1987) (“Although the named plaintiffs in this case do not share all of the claims of the class, since the various claims alleged appear to stem from a single course *574of conduct ... we cannot conclude that the district court abused its discretion in holding that the typicality requirement was met.”). See also In re Prudential Ins. Co. of America Sales Lit., 148 F.3d 283, 312 (3rd Cir. 1998) (“The various forms which [the class members] injuries may take do not negate a finding of typicality, provided the cause of those injuries is some common wrong.”). The typicality requirement is therefore satisfied.

Rule 23(a)(4) — Adequacy of Representation

Rule 23(a) requires that the class members and their counsel be prepared to provide fair and adequate representation to the class. In Senter v. General Motors Corp., 532 F.2d 511, 525 (6th Cir.1976), the Sixth Circuit Court of Appeals articulated two criteria for determining adequacy of representation: “1) the representative must have common interests with unnamed members of the class, and 2) it must appear' that the representatives will vigorously prosecute the interests of the class through qualified counsel.” Senter, 532 F.2d at 525; see also American Med. Systems, 75 F.3d at 1083. The 23(a)(4) requirement includes a requirement that there be no conflicts between the class representatives and the class. See Rutherford v. City of Cleveland, 137 F.3d 905, 909 (6th Cir.1998). Two issues in this matter raise the potentiality for conflict.

First, it is quite possible that members of the class have no desire to pursue this action, and are not unhappy with the status quo. However, the proposed class purports to include only those who are “adversely affected.” While this term is problematic, in that it is unclear whether it should be assessed subjectively or objectively, it appears to limit the class in a way to avoid conflict. As well, even without the limiting language, this sort of putative conflict generally fails to bar class certification. See New-berg at § 3.30 (“the class member who wishes to remain a victim of unlawful conduct does not have a legally cognizable conflict with the class representative”). See also Arthur v. Starrett City Associates, 98 F.R.D. 500, 506-07 (E.D.N.Y.1983). But see Alston v. Virginia High School League, 184 F.R.D. 574 (W.D.Va.1999) (exhibit 2 to Defendants’ Addendum to Brief in Opposition).

Moreover, as suggested by Plaintiffs, the interests of those class members who do not consider themselves adversely affected will be adequately represented by Defendants.3 See Dierks v. Thompson, 414 F.2d 453, 457 (1st Cir.1969); Horton v. Goose Creek Indep. Sch. Dist, 690 F.2d 470, 487-88 (5th Cir. 1982). “As long as both those seeking to uphold and those desiring to strike the particular regulations are adequately represented, the suit may proceed as a class action.” 7A Charles Alan Wright, Arthur R. Miller, & Mary Kay Kane, Federal Practice and Procedure § 1768 (2nd ed.1986).

A second type of potential conflict may be that achieving certain types of relief in this case could come at the expense of other types. For instance, MHSAA may experience legally justifiable financial constraints which make it impossible for it to sanction tournaments in both ice hockey and water polo.4 See Boucher v. Syracuse University, 164 F.3d 113 (2nd Cir.1999). Should a conflict arise from the limited availability of resources, however, it may be resolved by the creation of subclasses. See id. at 119. In this case, the Court believes that the appropriate course is to defer consideration of any subclasses until the relief stage, if any, of this litigation. See Newberg at §§ 3.25 (“Potential conflicts relating to relief issues which would arise only if the plaintiffs succeed on common claims of liability on behalf of the class will not bar a finding of adequacy and may be resolved, when the need arises, by the formation of subclasses at the relief stage.”) and 3.31. To the extent that the underlying issue in this case is one of unequal treatment and discrimination, the matter of whether to sanction a particular sport appears to be one relating to relief, rather than liability.

Adequacy of representation is also measured by the quality of class counsel. There *575is no argument here that counsel for Plaintiffs are unqualified. They are experienced in both Title IX litigation, and litigation generally. The Court determines that the requirements, of Rule 23(a)(4) are satisfied.

Rule 23(b)(2) — Injunctive or Declaratory Relief

Under Rule 23(b)(2), the class action may be certified for injunctive or declaratory relief if the party opposing the relief requested has acted or refused to act on grounds generally applicable to the class, making the requests for such relief appropriate. The Sixth Circuit Court of Appeals has approved Rule 23(b)(2) certifications for cases involving equitable relief as to discrimination claims in light of the fact that the Advisory Committee recommended this use of the Rule in such cases. See Senter, 532 F.2d at 525-26.

Defendants argue that a class is unnecessary, because relief granted to named Plaintiffs would inure to the benefit of the class. The Sixth Circuit has disclaimed any necessity requirement for Rule 23(b)(2) certification. Penland v. Warren County Jail, 797 F.2d 332, 334 (6th Cir.1986). Even if such a requirement existed, mootness concerns would suggest the necessity of certification.5

To the extent that Defendants discriminate against female high school athletes through unequal treatment, Defendants act or refuse to act on grounds generally applicable to the class. Injunctive relief is, of course, an appropriate remedy for discriminatory treatment. Rule 23(b)(2) certification is therefore appropriate.

CONCLUSION

Therefore, it is the conclusion of this Court that the Motion for Class Certification shall be granted.6 An order shall issue consistent with this Opinion.

HENLEY, Senior Circuit Judge:

This is an appeal from a final district court judgment certifying a class action and approving a settlement in a complex securities fraud case. The plaintiffs are victims of a fraud perpetrated by Dennis Greenman, a securities seller. The defendants are brokerage firms that employed Greenman while he was conducting the fraud as well as others who might be liable for Greenman’s actions. Appellants, some alleged victims of Greenman, contend that the district court erred in certifying the class for settlement purposes pursuant to Fed.R.Civ.P. 23(b)(1). For reasons to be stated, we reverse.

Greenman conducted the fraud over a period of almost four years beginning in mid-1977 as a broker for or associate of three different brokerage firms: Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), Paine Webber Jackson & Curtis, Inc. (Paine Webber), and Barclay Financial Corp. (Barclay). Greenman represented himself as operating a riskless, highly profitable computer-driven arbitrage system. In actuality, he was investing the funds in high risk options trading and lost substantial sums of money. Greenman also converted funds to his own use. He concealed the fraud by diverting the genu*1541ine account statements to false post office box addresses and forwarding fictitious account statements. Investors who sought to withdraw funds from their accounts were paid with other investors’ funds in a “Ponzi” type scheme. Over 600 people participated in the scheme either dealing directly with Greenman or investing through other participants.1 They invested approximately $86 million, of which they lost over $50 million.

In April of 1981, the Securities and Exchange Commission filed a complaint against Greenman, Barclay, and its principals seeking injunctive relief and the appointment of a receiver. The district court issued an injunction against Greenman and appointed a receiver to collect and distribute the investors’ assets under the custody or control of Greenman, Barclay, or A.G. Becker.2 The receiver found that the investors’ funds were commingled to the extent that specific ownership could not be traced. In December of 1981, upon motion of the receiver and after a hearing, the district court issued an Order Approving Interim Distribution to Investors, which determined that the receiver should make his first interim distribution on an individual loss basis, and authorized the receiver to distribute up to 20% of each investor’s “net principal investment” as defined in the claim. Upon motion of the receiver and after a hearing, the court ordered a second interim distribution of an additional 15% of the net investments of the investors as individuals in May of 1982. The total amount distributed from the receivership fund was $17,280,681.76, which represented a 35% return of net investments to investors with net losses.

Subsequent to the SEC’s disclosure of the fraud, numerous suits were filed on behalf of investors. Among the suits, a complaint was filed on behalf of all people and entities who lost investments. The class action complaint named as defendants: Greenman, Paine Webber, Barclay, A.G. Becker, Inc., and various officers of Paine Webber and Barclay. The plaintiffs alleged violations of the Security Exchange Acts of 1933 and 1934, the Investment Company Act of 1940, the R.I.C.O. Act, various Florida statutes, the rules of the New York Stock Exchange and the National Association of Securities Dealers. In addition, plaintiffs alleged common law causes of action of fraudulent misrepresentation, concealment, nondisclosure, breach of fiduciary duty, conversion, and negligence. As relief, the plaintiffs sought their lost investments, the three-fold damage award provided for in the R.I.C.O. Act, punitive damages, interest, costs, and attorney fees.

After receiving advice from counsel and conducting hearings, the district court consolidated and stayed the individual suits and certified a class action pursuant to Fed.R.Civ.P. 23(b)(1). See In re Dennis Greenman Securities Litigation, 94 F.R.D. 273, 279 (S.D.Fla.1982). The district court ruled that the general class action prerequisites of Rule 23(a) were satisfied because of the large number of investors and the similarity of their claims. Id. at 276. In reaching its decision to certify the class pursuant to Rule 23(b)(1), the district court reasoned that the case’s unique facts made the possibility of individual actions, as would be allowed under Rule 23(b)(3), undesirable. The district court observed that: (1) all investors were involved in the same fraud scheme and shared causes of action, id. at 277; (2) individual actions may cause both defendants and plaintiffs to develop inconsistent claims and defenses, id.; (3) class members’ interests would best be protected by insuring that the receivership fund was used and distributed equitably, id. at 278; and (4) individual actions would result in huge attorney fees and burden the judicial system. Id.

*1542After a year and a half of discovery, the parties began to seek a settlement. At the request of the plaintiffs and certain defendants, the district court participated in the settlement process pursuant to Fed.R. Civ.P. 16. The parties reached an agreement. Adherence to the agreement was conditioned upon the district court certifying a class action pursuant to Rule 23(b)(1). The district court certified a class for settlement purposes pursuant to Rule 23(b)(1) and approved the settlement. See In re Dennis Greenman Securities Litigation, 622 F.Supp. 1430, 1433 (S.D.Fla.1985).

In certifying the class, the district court again emphasized the special circumstances of the case. The court reasoned that the cohesion among the plaintiffs’ claims caused each plaintiff’s ability to recover to be intertwined with that of other plaintiffs. Id. at 1445. Specifically, the court expressed concern that plaintiffs, who brought their actions first, might bankrupt potential sources of recovery and, thereby, preclude recovery for those plaintiffs who brought later actions. Id. at 1447. In addition, the district court feared that individual actions would cause the defendants to face incompatible standards of conduct or create for them inconsistent adjudications. Id. at 1445. The court also noted that Rule 23(b)(1) certification would aid in equitably distributing the receivership fund. Id. at 1447. The court further recited several negative consequences that would result if the class was not certified pursuant to Rule 23(b)(1). Individual defendants would lose the ability to set off, against their investors’ claims, the money they paid through the receivership fund to those who invested at other brokerage firms. Id. Individual actions would also create both burdens for the court and the prospect of enormous attorneys’ fees. Id. at 1450. The court also expressed concern that by not certifying the class pursuant to Rule 23(b)(1), most plaintiffs would be deprived of the settlement they desire. Id. at 1447.

A group of plaintiffs, named the Baer plaintiffs, brought this appeal challenging the district court’s class certification under Rule 23(b)(1). Appellants contend that the class should have been certified pursuant to Rule 23(b)(3) to allow class members to opt out.

Initially, we observe that appellants have not waived their right to object to the Rule 23(b)(1) certification by failing to appeal the district court's initial class certification decision. Orders certifying a class ordinarily are not appealable as final orders pursuant to 28 U.S.C. § 1291. Williams v. City of New Orleans, 565 F.2d 874, 874-75 (5th Cir.1978); Link v. Mercedes-Benz of North America, Inc., 550 F.2d 860, 862 (3d Cir.), cert, denied, 431 U.S. 933, 97 S.Ct. 2641, 53 L.Ed.2d 250 (1977); Hellerstein v. Mr. Steak, Inc., 531 F.2d 470, 472 (10th Cir.), cert, denied, 429 U.S. 823, 97 S.Ct. 75, 5 L.Ed.2d 85 (1976); Bennett v. Behring Corp., 525 F.2d 1202, 1202 (5th Cir.), cert, denied, 425 U.S. 975, 96 S.Ct. 2175, 48 L.Ed.2d 798 (1976); Blackie v. Barrack, 524 F.2d 891, 900 (9th Cir.1975), cert, denied, 429 U.S. 816, 97 S.Ct. 57, 50 L.Ed.2d 75 (1976). Such orders may become the subjects of interlocutory appeal. Indeed, to the extent that they involve injunctive relief or appointment of a receiver, the orders may be appealable pursuant to 28 U.S.C. § 1292(a). Parties may also seek appellate review through a petition for a writ of mandamus pursuant to the All Writs Statute, 28 U.S.C. § 1651. See In re Bendectin Products Liability Litigation, 749 F.2d 300, 303 (6th Cir.1984). However, parties should not be precluded from bringing an appeal upon the district court’s entry of a final judgment merely because they neither sought an interlocutory appeal nor a writ of mandamus. Consequently, we hold that appellants should not now be precluded from obtaining appellate review.

Nor did appellants waive their right to appeal by virtue of their participation in the settlement process. In order to preserve an appeal from a class settlement, a class member must, during the course of proceedings, object to either the terms of the settlement, see Research Corp. v. Asgrow Seed Co., 425 F.2d 1059,1060-61 (7th Cir.1970), or to the nature of the class certification. See, e.g., Howard v. McLu*1543cos, 782 F.2d 956, 961 (11th Cir.1986) (appellants’ failure to seek an opt out provision at fairness hearing one reason for rejecting their challenge to consent decree). This does not mean that a party must abstain from the settlement process. Such a ruling would cause parties to make an unnecessary choice between seeking a reasonable accommodation with the other parties and gambling that the outcome of an appeal would be favorable to their position. Moreover, the prospect that a non-participant would appeal the settlement places undesirable pressures of uncertainty on the negotiating parties. However, it is appropriate to require that parties pursue their objections before the district court as a precondition for appeal. In this way, other parties would not be surprised and the district court would be afforded the opportunity to bring its expertise to bear on the alleged problem. We add that the district court of course is not required to disregard the effect of participation in the settlement process in reaching the certification decision.

Appellants in this case adequately pursued their objections to the class certification throughout the proceedings. The record shows that appellants on several occasions objected to the certification.

As indicated, the district court twice certified the class action. The second certification was for “settlement purposes.” 622 F.Supp. at 1433. Despite the controversy surrounding this practice,3 courts at times have certified a class temporarily for purposes of settlement.4 See Weinberger v. Kendrick, 698 F.2d 61, 73 (2d Cir.1982), cert, denied, 464 U.S. 818, 104 S.Ct. 77, 78 L.Ed.2d 89 (1983); In re Beef Industry Antitrust Litigation, 607 F.2d 167, 178 (5th Cir.1979), cert, denied, 452 U.S. 905, 101 S.Ct. 3029, 69 L.Ed.2d 405 (1981); Girsh v. Jepson, 521 F.2d 153, 155 n. 3 (3d Cir.1975); In re Baldwin-United, Corp., 105 F.R.D. 475, 478 (S.D.N.Y.1984). In these cited cases, a class was not certified prior to the commencement of settlement discussions and the notice of class certification accompanied the notice of settlement. In reviewing settlement certifications, a special standard has been employed. See, e.g., Officers for Justice v. Civil Service Commission of San Francisco, 688 F.2d 615, 633 (9th Cir.1982), cert, denied, 459 U.S. 1217, 103 S.Ct. 1219, 75 L.Ed.2d 456 (1983) (“[Cjertification issues raised by class action litigation that is resolved short of a decision on the merits must be viewed in a different light.”); In re Chicken Antitrust Litigation, 560 F.Supp. 957, 960 (N.D.Ga.1980). Such review gives eye to protecting the plaintiffs’ interests and preventing collusion between defendants and plaintiffs purportedly representing the class during negotiations. Particularly, in assessing the propriety of class certification, the courts evaluate the negotiation process and the settlement itself. See In re Beef Industry Antitrust Litigation, 607 F.2d at 176; Weinberger, 698 F.2d at 73.

However, despite the district court’s depiction here, this case is meaningfully different from most of those involving settlement class certifications. The district court certified a class action prior to the commencement of settlement negotiations. The plaintiff class was represented during the negotiations by court approved representatives and the court itself participated in the settlement process. Consequently, we have no cause to employ a special standard in reviewing either certification decision.

Determination of the question whether a lawsuit may proceed as a class action is committed to the sound discretion of the district court, and its determination will not be overturned absent a showing *1544that it has abused its discretion. Cox, 784 F.2d at 1553; Freeman v. Motor Convoy, Inc., 700 F.2d 1339, 1347 (11th Cir.1983). The district court twice certified the plaintiff class in this case pursuant to Rule 23(b)(1). It apparently did so the second time to satisfy the terms of the proposed settlement agreement. Except to satisfy the settlement agreement, there may well have been no need for a second certification. However, it was not reversible error for the district court to twice reach a certification decision. Nonetheless, the district court erred by certifying the class pursuant to Rule 23(b)(1).

A class must satisfy the requirements of one of the subsections to Rule 23(b).5 We note that the propriety of certification under the various subsections is quite controversial and not well defined. At stake are the nature of the notice to be given to class members and their right to opt out from or refuse to be part of the class. Notice of options must be given only in the (b)(3) case. Fed.R.Civ.P. 23(c)(2). Members of a (b)(3) class, but not those of a (b)(1) class, may choose to opt out and not be bound by the judgment. Fed.R.Civ.P. 23(c)(3). These practical differences affect the ability of plaintiffs to bring class actions as well as their attractiveness to defendants. Applying the various subsections of Rule 23(b) requires a balance between an individual’s due process rights and the judiciary’s need to expedite the orderly resolution of conflict. See generally, Kennedy, Class Actions: the Right to Opt Out, 25 Ariz.L. Rev. 3 (1983).

We turn briefly to the applicability here of the Anti-Injunction Act which states: “A court of the United States may not grant an injunction to stay proceedings in a State court except as expressly authorized by Act of Congress, or when necessary in aid of its jurisdiction, or to protect or effectuate its judgments.” 28 U.S.C. § 2283.

The district court in its initial certification order stayed all class members from pursuing actions pending in other jurisdictions. 94 F.R.D. at 279. The second certification, for mandatory class action settlement under Rule 23(b)(1), of necessity includes restraint of prosecution of other actions. Thus, it is clear that the certifications implicate the Anti-Injunction Act. It is clear also that there is a lack of judicial unanimity of opinion as to circumstances in which the Act bars certification of class actions. See In re Federal Skywalk Cases, 680 F.2d 1175 (8th Cir.), cert, denied sub nom. Stover v. Rau, 459 U.S. 988, 103 S.Ct. 342, 74 L.Ed.2d 383 (1982); National City Lines, Inc. v. LLC Corp., 687 F.2d 1122, 1127 (8th Cir.1982); National City Lines, 687 F.2d at 1135 (Arnold, Circuit Judge, concurring in part and dissenting in part), as discussed in 622 F.Supp. 1430, 1448-50 & n. 15. While we might be inclined to hold the Act not a bar to class certification, here we decline affirmatively so to decide. As the district court noted “[n]o plaintiff class member who filed suit in a state court action objected to the 23(b)(1) settlement on the basis of the Anti-Injunction Statute or has sought leave to appeal that decision pursuant to 28 U.S.C. § 1292(b).” 622 F.Supp. at 1449. The anti-injunction issue is not directly raised on appeal now, the Act is not jurisdictional, Smith v. Apple, 264 U.S. 274, 278-79, 44 S.Ct. 311, 313, 68 L.Ed. 678 (1924), and we prefer to base our decision on other grounds that are definitely before us.

The district court certified the class both under subpart (A) and (B) of Rule 23(b)(1). Rule 23(b)(1)(A) allows for certification for adjudications that might cause “inconsistent or varying adjudications with respect to individual members of the class which would establish incompatible standards of conduct for the party opposing the class....”

As a threshold consideration to certification under sub-part A, it must be ascertained that separate actions would result if the class was not certified pursuant to Rule 23(b)(1). Eisen v. Carlisle & Jacquelin, *1545391 F.2d 555, 564 (2d Cir.1968);6 7A Wright, Miller & Kane, Federal Practice and Procedure § 1773, p. 427 (1986). It is clear in this case that separate actions would be filed if the class was not certified pursuant to Rule 23(b)(1). At the time the district court first certified the class, twenty-five separate actions were pending. Indeed, the appellants bring this appeal for the purpose of prosecuting or being able to prosecute their own actions. Consequently, this threshold concern is satisfied.

The identity of judicial action that creates “inconsistent or varying adjudications” is not clear. Many courts confronting the issue have held that Rule 23(b)(1)(A) does not apply to actions seeking compensatory damages. See Zimmerman v. Bell, 800 F.2d 386, 389 (4th Cir. 1986); Green v. Occidental Petroleum Corp., 541 F.2d 1335, 1340 n. 10 (9th Cir. 1976); McDonnell Douglas Corp. v. United States District Court for the Central District of California, 523 F.2d 1083, 1086 (9th Cir.1975), cert, denied sub nom. Flanagan v. McDonnell Douglas Corp., 425 U.S. 911, 96 S.Ct. 1506, 47 L.Ed.2d 761 (1976); LaMar v. H & B Novelty & Loan Co., 489 F.2d 461, 466 (9th Cir.1973); see also Fraser, Kinds of Class Action Cases, 7 Okla.U.L.Rev. 1, 3 (1982). These courts reason that inconsistent standards for future conduct are not created because a defendant might be found liable to some plaintiffs and not to others. See In re Bendectin Products Liability Litigation, 749 F.2d at 305. Implicit in these decisions is the view that only actions seeking declaratory or injunctive relief can be certified under this section. See, e.g., Abramovitz v. Ahern, 96 F.R.D. 208, 215 (D.Conn.1982). Underlying is the concern that if compensatory damage actions can be certified under Rule 23(b)(1)(A), then all actions could be certified under the section, thereby making the other sub-sections of Rule 23 meaningless, particularly Rule 23(b)(3). See McDonnell Douglas, 523 F.2d at 1086.

Albeit reluctantly, we must agree. Although sound criticism exists for this interpretation,7 the Advisory Committee Notes support the proposition that (b)(1)(A) certification is for cases seeking injunctive and declaratory relief. The relevant Note states that the section is proper in suits to invalidate a bond issue, to declare the rights and duties of riparian owners or landowners, or to abate a common nuisance. Advisory Committee Note to the 1966 Revision of Rule 23, 39 F.R.D. 69, 100 (1966). Since the plaintiffs sought compensatory damages, the district court erred by certifying the class pursuant to (b)(1)(A).8

Rule 23(b)(1)(B) provides for class certification where:

adjudications with respect to individual members of the class would as a practical matter be dispositive of the interests of other members not parties to the adjudications or substantially impair or impede their ability to protect their interests ____

The district court found that if separate cases were litigated “determination in the prior action would as a practical matter create a predisposition to a similar determi*1546nation in a subsequent action.” 622 F.Supp. at 1446.9

It is settled that the possibility that an action will have either precendential or stare decisis effect on later cases is not sufficient to satisfy Rule 23(b)(1)(B). Larionoff v. United States, 533 F.2d 1167, 1181 n. 36 (D.C.Cir.1976), affd, 431 U.S. 864, 97 S.Ct. 2150, 53 L.Ed.2d 48 (1977); LaMar, 489 F.2d at 467; 7A Wright, Miller & Kane, Federal Practice and Procedure § 1774 at p. 439. A contrary rule would enable any action, with the possibility that it might be one of multiple actions, to be certified pursuant to Rule 23(b)(1)(B). Consequently, the district court’s finding that earlier decisions would create a “predisposition” for the determination of later actions standing alone is clearly not a sufficient basis for certification.

The district court also certified the settlement class pursuant to Rule 23(b)(1)(B) because a limited fund existed. Limited fund cases exist where a fund is insufficient to satisfy all of the claims against it. See Advisory Committee Note, 39 F.R.D. at 101; In re Bendectin Products Liability Litigation, 749 F.2d at 305-06; Green, 541 F.2d at 1340 n. 9. The district court found two bases for certification based on this theory. First, the district court relied on the existence of the receivership fund. 622 F.Supp. at 1447; 94 F.R.D. at 278. The court indicated that the fund had been and would be protected throughout the litigation and “that certification under Rule 23(b)(1) will aid in protecting, managing and equitably distributing this fund.” 622 F.Supp. at 1447. We do not find this to be an adequate basis for certification. The district court doubtless stated correctly that the fund would be protected but that protection does not depend upon Rule 23(b)(1) certification. In addition, the district court did not indicate that the receivership fund initially was intended to be the sole source of recovery for plaintiffs. It is of no consequence that the receivership fund now contains settlement contributions. Consequently, the receivership fund is not a limited fund for purposes of Rule 23(b)(1).

The district court also found a limited fund on the basis that some investors may bankrupt potential sources of recovery. 622 F.Supp. at 1447. The court made no specific findings of the defendants’ financial status. Absent such findings the district court could not properly rely on this ground for certification. See In re Bendectin Products Liability Litigation, 749 F.2d at 306; In re Northern District of California, Daikon Shield IUD Products Liability Litigation, 693 F.2d 847, 852 (9th Cir.1982), cert, denied sub nom. A.H. Robins Co. v. Abed, 459 U.S. 1171, 103 S.Ct. 817, 74 L.Ed.2d 1015 (1983).

We certainly empathize with the district court’s desire to bring this case to a just and not untimely end. However, the court took a road not well travelled. In so doing, it ignored Justice Jackson’s admonition that “the mere fact that a path is a beaten one is a persuasive reason for following it.” Jackson, Full Faith and Credit — The Lawyer’s Clause of the Constitution, 45 Col.L. Rev. 1, 26 (1945). While the Congress might well consider forging additional courses to facilitate the expeditious and equitable management of complex cases such as this one, Rule 23, as written, does not support the district court’s action.

Accordingly, we REVERSE the district court’s judgment now under attack and REMAND for further proceedings consistent with this opinion.

*342Justice Scalia

delivered the opinion of the Court.

We are presented with one of the most expansive class actions ever. The District Court and the Court of Appeals approved the certification of a class comprising about one and a half million plaintiffs, current and former female employees of petitioner Wal-Mart who allege that the discretion exercised by their local supervisors over pay and promotion matters violates Title VII by discriminating against women. In addition to injunctive and declaratory relief, the plaintiffs seek an award of backpay. We consider whether the certification of the plaintiff class was consistent with Federal Rules of Civil Procedure 23(a) and (b)(2).

I

A

Petitioner Wal-Mart is the Nation's largest private employer. It operates four types of retail stores throughout the country: Discount Stores, Supercenters, Neighborhood Markets, and Sam’s Clubs. Those stores are divided into seven nationwide divisions, which in turn comprise 41 regions of 80 to 85 stores apiece. Each store has between 40 and 53 separate departments and 80 to 500 staff positions. In all, Wal-Mart operates approximately 3,400 stores and employs more than 1 million people.

*343Pay and promotion decisions at Wal-Mart are generally committed to local managers’ broad discretion, which is exercised “in a largely subjective manner.” 222 F. R. D. 137, 145 (ND Cal. 2004). Local store managers may increase the wages of hourly employees (within limits) with only limited corporate oversight. As for salaried employees, such as store managers and their deputies, higher corporate authorities have discretion to set their pay within preestablished ranges.

Promotions work in a similar fashion. Wal-Mart permits store managers to apply their own subjective criteria when selecting candidates as “support managers,” which is the first step on the path to management. Admission to Wal-Mart’s management training program, however, does require that a candidate meet certain objective criteria, including an above-average performance rating, at least one year’s tenure in the applicant’s current position, and a willingness to relocate. But except for those requirements, regional and district managers have discretion to use their own judgment when selecting candidates for management training. Promotion to higher office — e. g., assistant manager, co-manager, or store manager — is similarly at the discretion of the employee’s superiors after prescribed objective factors are satisfied.

B

The named plaintiffs in this lawsuit, representing the 1.5 million members of the certified class, are three current or former Wal-Mart employees who allege that the company discriminated against them on the basis of their sex by denying them equal pay or promotions, in violation of Title VII of the Civil Rights Act of 1964, 78 Stat. 255, as amended, 42 U. S. C. § 2000e~l et seq.1

*344Betty Dukes began working at a Pittsburg, California, Wal-Mart in 1994. She started as a cashier, but later sought and received a promotion to customer service manager. After a series of disciplinary violations, however, Dukes was demoted back to cashier and then to greeter. Dukes concedes she violated company policy, but contends that the disciplinary actions were in fact retaliation for invoking internal complaint procedures and that male employees have not been disciplined for similar infractions. Dukes also claims two male greeters in the Pittsburg store are paid more than she is.

Christine Kwapnoski has worked at Sam’s Club stores in Missouri and California for most of her adult life. She has held a number of positions, including a supervisory position. She claims that a male manager yelled at her frequently and screamed at female employees, but not at men. The manager in question “told [her] to ‘doll up,’ to wear some makeup, and to dress a little better.” App. 1003a.

The final named plaintiff, Edith Arana, worked at a Wal-Mart store in Duarte, California, from 1995 to 2001. In 2000, she approached the store manager on more than one occasion about management training, but was brushed off. Arana concluded she was being denied opportunity for advancement because of her sex. She initiated internal complaint procedures, whereupon she was told to apply directly to the district manager if she thought her store manager was being unfair. Arana, however, decided against that and never applied for management training again. In 2001, she was fired for failure to comply with Wal-Mart’s timekeeping policy.

These plaintiffs, respondents here, do not allege that Wal-Mart has any express corporate policy against the advancement of women. Rather, they claim that their local managers’ discretion over pay and promotions is exercised disproportionately in favor of men, leading to an unlawful disparate impact on female employees, see 42 U. S. C. *345§ 2000e-2(k). And, respondents say, because Wal-Mart is aware of this effect, its refusal to cabin its managers’ authority amounts to disparate treatment, see §2000e-2(a). Their complaint seeks injunctive and declaratory relief, punitive damages, and backpay. It does not ask for compensatory damages.

Importantly for our purposes, respondents claim that the discrimination to which they have been subjected is common to all Wal-Mart’s female employees. The basic theory of their case is that a strong and uniform “corporate culture” permits bias against women to infect, perhaps subconsciously, the discretionary decisionmaking of each one of Wal-Mart’s thousands of managers — thereby making every woman at the company the victim of one common discriminatory practice. Respondents therefore wish to litigate the Title VII claims of all female employees at Wal-Mart’s stores in a nationwide class action.

C

Class certification is governed by Federal Rule of Civil Procedure 23. Under Rule 23(a), the party seeking certification must demonstrate, first, that

“(1) the class is so numerous that joinder of all members is impracticable;

“(2) there are questions of law or fact common to the class;

“(3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and

“(4) the representative parties will fairly and adequately protect the interests of the class.”

Second, the proposed class must satisfy at least one of the three requirements listed in Rule 23(b). Respondents rely on Rule 23(b)(2), which applies when “the party opposing the class has acted or refused to act on grounds that apply generally to the class, so that final injunctive relief or correspond*346ing declaratory relief is appropriate respecting the class as a whole.”2

Invoking these provisions, respondents moved the District Court to certify a plaintiff class consisting of “ ‘[a]ll women employed at any Wal-Mart domestic retail store at any time since December 26,1998 who have been or may be subjected to Wal-Mart’s challenged pay and management track promotions policies and practices.’” 222 F. R. D., at 141-142 (quoting Plaintiff’s Motion for Class Certification in Case No. 3:01-cv-02252-CRB (ND Cal), Doc. 99, p. 37). As evidence that there were indeed “questions of law or fact common to” all the women of Wal-Mart, as Rule 23(a)(2) requires, respondents relied chiefly on three forms of proof: statistical evidence about pay and promotion disparities between men and women at the company, anecdotal reports of discrimination from about 120 of Wal-Mart’s female employees, and the testimony of a sociologist, Dr. William Bielby, who conducted a “social framework analysis” of Wal-Mart’s “culture” and personnel practices, and concluded that the company was “vulnerable” to gender discrimination. 603 F. 3d 671, 601 (CA9 2010) (en banc).

Wal-Mart unsuccessfully moved to strike much of this evidence. It also offered its own countervailing statistical and other proof in an effort to defeat Rule 23(a)’s requirements *347of commonality, typicality, and adequate representation. Wal-Mart further contended that respondents’ monetary claims for backpay could not be certified under Rule 23(b)(2), first because that Rule refers only to injunctive and declaratory relief, and second because the backpay claims could not be manageably tried as a class without depriving Wal-Mart of its right to present certain statutory defenses. With one limitation not relevant here, the District Court granted respondents’ motion and certified their proposed class.3

D

A divided en banc Court of Appeals substantially affirmed the District Court’s certification order. 603 F. 3d 571. The majority concluded that respondents’ evidence of commonality was sufficient to “raise the common question whether Wal-Mart’s female employees nationwide were subjected to a single set of corporate policies (not merely a number of independent discriminatory acts) that may have worked to unlawfully discriminate against them in violation of Title VII.” Id., at 612 (emphasis deleted). It also agreed with the District Court that the named plaintiffs’ claims were sufficiently typical of the class as a whole to satisfy Rule 23(a)(3), and that they could serve as adequate class representatives, see Rule 23(a)(4). Id., at 614-615. With respect to the Rule 23(b)(2) question, the Ninth Circuit held that respondents’ backpay claims could be certified as part of a (b)(2) class because they did not “predominare]” over the requests for declaratory and injunctive relief, meaning they were not “superior in strength, influence, or authority” to *348the nonmonetary claims. Id., at 616 (internal quotation marks and brackets omitted).4

Finally, the Court of Appeals determined that the action could be manageably tried as a class action because the District Court could adopt the approach the Ninth Circuit approved in Hilao v. Estate of Marcos, 103 F. 3d 767, 782-787 (1996). There compensatory damages for some 9,541 class members were calculated by selecting 137 claims at random, referring those claims to a special master for valuation, and then extrapolating the validity and value of the untested claims from the sample set. See 603 F. 3d, at 625-626. The Court of Appeals “s[aw] no reason why a similar procedure to that used in Hilao could not be employed in this case.” Id., at 627. It would allow Wal-Mart “to present individual defenses in the randomly selected 'sample cases,’ thus revealing the approximate percentage of class members whose unequal pay or nonpromotion was due to something other than gender discrimination.” Ibid., n. 56 (emphasis deleted).

We granted certiorari. 562 U. S. 1091 (2010).

1 — <

The class action is “an exception to the usual rule that litigation is conducted by and on behalf of the individual named parties only.” Califano v. Yamasaki, 442 U. S. 682, 700-701 (1979). In order to justify a departure from that rule, “a class representative must be part of the class and 'possess the same interest and suffer the same injury’ as the *349class members.” East Tex. Motor Freight System, Inc. v. Rodriguez, 431 U. S. 395, 403 (1977) (quoting Schlesinger v. Reservists Comm. to Stop the War, 418 U. S. 208, 216 (1974)). Rule 23(a) ensures that the named plaintiffs are appropriate representatives of the class 'whose claims they wish to litigate. The Rule's four requirements — numerosity, commonality, typicality, and adequate representation — “effectively ‘limit the class claims to those fairly encompassed by the named plaintiff’s claims.’ ” General Telephone Co. of Southwest v. Falcon, 457 U. S. 147, 156 (1982) (quoting General Telephone Co. of Northwest v. EEOC, 446 U. S. 318, 330 (1980)).

A

The crux of this case is commonality — the rule requiring a plaintiff to show that “there are questions of law or fact common to the class.” Rule 23(á)(2).5 That language is easy to misread, since “[a]ny competently crafted class complaint literally raises common ‘questions.’ ” Naga-reda, Class Certification in the Age of Aggregate Proof, 84 N. Y. U. L. Rev. 97, 131-132 (2009). For example: Do all of us plaintiffs indeed work for Wal-Mart? Do our managers have discretion over pay? Is that an unlawful employment practice? What remedies should we get? Reciting these questions is not sufficient to obtain class certification. Com*350monality requires the plaintiff to demonstrate that the class members “have suffered the same injury,” Falcon, supra, at 157. This does not mean merely that they have all suffered a violation of the same provision of law. Title VII, for example, can be violated in many ways — by intentional discrimination, or by hiring and promotion criteria that result in disparate impact, and by the use of these practices on the part of many different superiors in a single company. Quite obviously, the mere claim by employees of the same company that they have suffered a Title VII injury, or even a disparate-impact Title VII injury, gives no cause to believe that all their claims can productively be litigated at once. Their claims must depend upon a common contention — for example, the assertion of discriminatory bias on the part of the same supervisor. That common contention, moreover, must be of such a nature that it is capable of classwide resolution— which means that determination of its truth or falsity will resolve an issue that is central to the validity of each one of the claims in one stroke.

“What matters to class certification ... is not the raising of common ‘questions’ — even in droves — but, rather, the capacity of a class-wide proceeding to generate common answers apt to drive the resolution of the litigation. Dissimilarities within the proposed class are what have the potential to impede the generation of common answers.” Nagareda, supra, at 132.

Rule 23 does not set forth a mere pleading standard. A party seeking class certification must affirmatively demonstrate his compliance with the Rule — that is, he must be prepared to prove that there are in fact sufficiently numerous parties, common questions of law or fact, etc. We recognized in Falcon that “sometimes it may be necessary for the court to probe behind the pleadings before coming to rest on the certification question,” 457 U. S., at 160, and that certification is proper only if “the trial court is satisfied, after a *351rigorous analysis, that the prerequisites of Rule 23(a) have been satisfied,” id., at 161; see id., at 160 (“[AJctual, not presumed, conformance with Rule 23(a) remains ... indispensable”). Frequently that “rigorous analysis” will entail some overlap with the merits of the''plaintiff’s underlying claim. That cannot be helped. “ ‘[T]he class determination generally involves considerations that are enmeshed in the factual and legal issues comprising the plaintiff’s cause of action.’” Id., at 160 (quoting Coopers & Lybrand v. Livesay, 437 U. S. 463, 469 (1978); some internal quotation marks omitted).6 Nor is there anything unusual about that consequence: The necessity of touching aspects of the merits in order to resolve *352preliminary matters, e. g., jurisdiction and venue, is a familiar feature of litigation. See Szabo v. Bridgeport Machines, Inc., 249 F. 3d 672, 676-677 (CA7 2001) (Easterbrook, J.).

In this case, proof of commonality necessarily overlaps with respondents’ merits contention that Wal-Mart engages in a pattern or practice of discrimination.7 That is so because, in resolving an individual’s Title VII claim, the crux of the inquiry is “the reason for a particular employment decision,” Cooper v. Federal Reserve Bank of Richmond, 467 U. S. 867, 876 (1984). Here respondents wish to sue about literally millions of employment decisions at once. Without some glue holding the alleged reasons for all those decisions together, it will be impossible to say that examination of all the class members’ claims for relief will produce a common answer to the crucial question why was I disfavored.

B

This Court’s opinion in Falcon describes how the commonality issue must be approached. There an employee who claimed that he was deliberately denied a promotion on account of race obtained certification of a class comprising all employees wrongfully denied promotions and all applicants wrongfully denied jobs. 457 U. S., at 152. We rejected that composite class for lack of commonality and typicality, explaining:

“Conceptually, there is a wide gap between (a) an indi- . vidual’s claim that he has been denied a promotion [or *353higher pay] on discriminatory grounds, and his otherwise unsupported allegation that the company has a policy of discrimination, and (b) the existence of a class of persons who have suffered the same injury as that individual, such that the individual’s claim and the class claims will share common questions of law or fact and that the individual's claim will be typical of the class claims.” Id., at 157-158.

Falcon suggested two ways in which that conceptual gap might be bridged. First, if the employer “used a biased testing procedure to evaluate both applicants for employment and incumbent employees, a class action on behalf of every applicant or employee who might have been prejudiced by the test clearly would satisfy the commonality and typicality requirements of Rule 23(a).” Id., at 159, n. 15. Second, “[significant proof that an employer operated under a general policy of discrimination conceivably could justify a class of both applicants and employees if the discrimination manifested itself in hiring and promotion practices in the same general fashion, such as through entirely subjective de-cisionmaking processes.” Ibid. We think that statement precisely describes respondents’ burden in this case. The first manner of bridging the gap obviously has no application here; Wal-Mart has no testing procedure or other company-wide evaluation method that can be charged with bias. The whole point of permitting discretionary decisionmaking is to avoid evaluating employees under a common standard.

The second manner of bridging the gap requires “[significant proof” that Wal-Mart “operated under a general policy of discrimination.” That is entirely absent here. Wal-Mart’s announced policy forbids sex discrimination, see App. 1567a-1596a, and as the District Court recognized the company imposes penalties for denials. of equal employment opportunity, 222 F. R. D., at 154. The only evidence of a “general policy of discrimination” respondents produced was the testimony of Dr. William Bielby, their sociological *354expert. Relying on “social framework” analysis, Bielby testified that Wal-Mart has a “strong corporate culture,” that makes it “vulnerable” to “gender bias.” Id., at 152. He could not, however, “determine with any specificity how regularly stereotypes play a meaningful role in employment decisions at Wal-Mart. At his deposition ... Dr. Bielby conceded that he could not calculate whether 0.5 percent or 95 percent of the employment decisions at Wal-Mart might be determined by stereotyped thinking.” 222 F. R. D. 189,192 (ND Cal. 2004). The parties dispute whether Bielby’s testimony even met the standards for the admission of expert testimony under Federal Rule of Evidence 702 and our Dau-bert case, see Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U. S. 579 (1993).8 The District Court concluded that Daubert did not apply to expert testimony at the certification stage of class-action proceedings. 222 F. R. D., at 191. We doubt that is so, but even if properly considered, Bielby’s testimony does nothing to advance respondents’ case. “[Wjhether 0.5 percent or 95 percent of the employment decisions at Wal-Mart might be determined by stereotyped thinking” is the essential question on which respondents’ theory of commonality depends. If Bielby admittedly has no answer to that question, we can safely disregard *355what he has to say. It is worlds away from “[significant proof” that Wal-Mart “operated under a general policy of discrimination.”

C

The only corporate policy that the plaintiffs’ evidence convincingly establishes is Wal-Mart’s “policy” of allowing discretion by local supervisors over employment matters. On its face, of course, that is just the opposite of a uniform employment practice that would provide the commonality needed for a class action; it is a policy against having uniform employment practices. It is also a very common and presumptively reasonable way of doing business — one that we have said “should itself raise no inference of discriminatory conduct,” Watson v. Fort Worth Bank & Trust, 487 U. S. 977, 990 (1988).

To be sure, we have recognized that, “in appropriate cases,” giving discretion to lower-level supervisors can be the basis of Title VII liability under a disparate-impact theory — since “an employer's undisciplined system of subjective decisionmaking [can have] precisely the same effects as a system pervaded by impermissible intentional discrimination.” Id., at 990-991. But the recognition that this type of Title VII claim “can” exist does not lead to the conclusion that every employee in a company using a system of discretion has such a claim in common. To the contrary, left to their own devices most managers in any corporation — and surely most managers in a corporation that forbids sex discrimination — would select sex-neutral, performance-based criteria for hiring and promotion that produce no actionable disparity at all. Others may choose to reward various attributes that produce disparate impact — such as scores on general aptitude tests or educational achievements, see Griggs v. Duke Power Co., 401 U. S. 424, 431-432 (1971). And still other managers may be guilty of intentional discrimination that produces a sex-based disparity. In such a company, demonstrating the invalidity of one manager’s use *356of discretion will do nothing to demonstrate the invalidity of another's. A party seeking to certify a nationwide class will be unable to show that all the employees’ Title VII claims will in fact depend on the answers to common questions.

Respondents have not identified a common mode of exercising discretion that pervades the entire company — aside from their reliance on Dr. Bielby’s social-framework analysis that we have rejected. In a company of Wal-Mart’s size and geographical scope, it is quite unbelievable that all managers would exercise their discretion in a common way without some common direction. Respondents attempt to make that showing by means of statistical and anecdotal evidence, but their evidence falls well short.

The statistical evidence consists primarily of regression analyses performed by Dr. Richard Drogin, a statistician, and Dr. Marc Bendick, a labor economist. Drogin conducted his analysis region by region, comparing the number of women promoted into management positions with the percentage of women in the available pool of hourly workers. After considering regional and national data, Drogin concluded that “there are statistically significant disparities between men and women at Wal-Mart . . . [and] these disparities . . . can be explained only by gender discrimination.” 603 F. 3d, at 604 (internal quotation marks omitted). Bendick compared work-force data from Wal-Mart and competitive retailers and concluded that Wal-Mart “promotes a lower percentage of women than its competitors.” Ibid.

Even if they are taken at face value, these studies are insufficient to establish that respondents’ theory can be proved on a elasswide basis. In Falcon, we held that one named plaintiff’s experience of discrimination was insufficient to infer that “discriminatory treatment is typical of [the employer’s employment] practices.” 457 U. S., at 158. A similar failure of inference arises here. As Judge Ikuta observed in her dissent, “[information about disparities at the regional and national level does not establish the existence *357of disparities at individual stores, let alone raise the inference that a company-wide policy of discrimination is implemented by discretionary decisions at the store and district level.” 603 F. 3d, at 637. A regional pay disparity, for example, may be attributable to only a small set of Wal-Mart stores, and cannot by itself establish the uniform, store-by-store disparity upon which the plaintiffs’ theory of commonality depends.

There is another, more fundamental, respect in which respondents’ statistical proof fails. Even if it established (as it does not) a pay or promotion pattern that differs from the nationwide figures or the regional figures in all' of Wal-Mart’s 3,400 stores, that would still not demonstrate that commonality of issue exists. Some managers will claim that the availability of women, or qualified women, or interested women, in their stores’ area does not mirror the national or regional statistics. And almost all of them will claim to have been applying some sex-neutral, performance-based criteria — whose nature and effects will differ from store to store. In the landmark case of ours which held that giving discretion to lower-level supervisors can be the basis of Title VII liability under a disparate-impact theory, the plurality opinion conditioned that holding ón the corollary that merely proving that the discretionary system has produced a racial or sexual disparity is not enough. “The plaintiff must begin by identifying the specific employment practice that is challenged.” Watson, supra, at 994; accord, Wards Cove Packing Co. v. Atonio, 490 U. S. 642, 656 (1989) (approving that statement), superseded by statute on other grounds, 42 U. S. C. § 2000e-2(k). That is all the more necessary when a class of plaintiffs is sought to be certified. Other than the bare existence of delegated discretion, respondents have identified no “specific employment practice” — much less one that ties all their 1.5 million claims together. Merely showing that Wal-Mart’s policy of discretion has produced an overall sex-based disparity does not suffice.

*358Respondents’ anecdotal evidence suffers from the same defects, and in addition is too weak to raise any inference that all the individual, discretionary personnel decisions are discriminatory. In Teamsters v. United States, 431 U. S. 324 (1977), in addition to substantial statistical evidence of companywide discrimination, the Government (as plaintiff) produced about 40 specific accounts of racial discrimination from particular individuals. See id., at 338. That number was significant because the company involved had only 6,472 employees, of whom 571 were minorities, id., at 337, and the class itself consisted of around 334 persons, United States v. T. I. M. E.-D. C., Inc., 517 F. 2d 299, 308 (CA5 1975), overruled on other grounds, Teamsters, supra. The 40 anecdotes thus represented roughly one account for every eight members of the class. Moreover, the Court of Appeals noted that the anecdotes came from individuals “spread throughout” the company who “for the most part” worked at the company’s operational centers that employed the largest numbers of the class members. 517 F. 2d, at 315, and n. 30. Here, by contrast, respondents filed some 120 affidavits reporting experiences of discrimination — about 1 for every 12,500 class members — relating to only some 235 out of Wal-Mart’s 3,400 stores. 603 F. 3d, at 634 (Ikuta, J., dissenting). More than half of these reports are concentrated in only 6 States (Alabama, California, Florida, Missouri, Texas, and Wisconsin); half of all States have only one or two anecdotes; and 14 States have no anecdotes about Wal-Mart’s operations at all. Id., at 634-635, and n. 10. Even if every single one of these accounts is true, that would not demonstrate that the entire company “operated] under a general policy of discrimination,” Falcon, 457 U. S., at 159, n. 15, which is what respondents must show to certify a companywide class.9

*359The dissent misunderstands the nature of the foregoing analysis. It criticizes our focus on the dissimilarities between the putative class members on the ground that we have “blend[ed]” Rule 23(a)(2)’s commonality requirement with. Rule 23(b)(3),s inquiry into whether common questions “predominate” over individual ones. See post, at 374-376 (Ginsburg, J., concurring in part and dissenting in part). That is not so. We quite agree that for purposes of Rule 23(a)(2) “ ‘[e]ven a single [common] question’ ” will do, post, at 376, n. 9 (quoting Nagareda, The Preexistence Principle and the Structure of the Class Action, 103 Colum. L. Rev. 149, 176, n. 110 (2003)). We consider dissimilarities not in order to determine (as Rule 23(b)(3) requires) whether common questions predominate, but in order to determine (as Rule 23(a)(2) requires) whether there is “[e]ven a single [common] question.” And there is not here. Because respondents provide no convincing proof of a companywide discriminatory pay and promotion policy, we have concluded that they have not established the existence of any common question.10

In sum, we agree with Chief Judge Kozinski that the members of the class

“held a multitude of jobs, at different levels of Wal-Mart’s hierarchy, for variable lengths of time, in 3,400 stores, sprinkled acroos 50 statec, with a kaleidoscope of supervisors (male and female), subject to a variety of *360regional policies that all differed .... Some thrived while others did poorly. They have little in common but their sex and this lawsuit.” 603 F. 3d, at 652 (dissenting opinion).

Ill

We also conclude that respondents’ claims for backpay were improperly certified under Federal Rule of Civil Procedure 23(b)(2). Our opinion in Ticor Title Ins. Co. v. Brown, 511 U. S. 117, 121 (1994) (per curiam), expressed serious doubt about whether claims for monetary relief may be certified under that provision. We now hold that they may not, at least where (as here) the monetary relief is not incidental to the injunctive or declaratory relief.

A

Rule 23(b)(2) allows class treatment when “the party opposing the class has acted or refused to act on grounds that apply generally to the class, so that final injunctive relief or corresponding declaratory relief is appropriate respecting the class as a whole.” One possible reading of this provision is that it applies only to requests for such injunctive or declaratory relief and does not authorize the class certification of monetary claims at all. We need not reach that broader question in this case, because we think that, at a minimum, claims for individualized relief (like the backpay at issue here) do not satisfy the Rule. The key to the (b)(2) class is “the indivisible nature of the injunctive or declaratory remedy warranted — the notion that the conduct is such that it can be enjoined or declared unlawful only as to all of the class members or as to none of them.” Nagareda, 84 N. Y. U. L. Rev., at 132. In other words, Rule 23(b)(2) applies only when a single injunction or declaratory judgment would provide relief to each member of the class. It does not authorize class certification when each individual class member would be entitled to a different injunction or declaratory judgment against the defendant. Similarly, it does not *361authorize class certification when each class member would be entitled to an individualized award of monetary damages.

That interpretation accords with the history of the Rule. Because Rule 23 “stems from equity practice” that predated its codification, Amchem, Products, Inc. v. Windsor, 521 U. S. 591, 613 (1997), in determining its meaning we have previously looked to the historical models on which the Rule was based, Ortiz v. Fibreboard Corp., 527 U. S. 815, 841-845 (1999). As we observed in Amchem, “[c]ivil rights cases against parties charged with unlawful, class-based discrimination are prime examples” of what (b)(2) is meant to capture. 521 U. S., at 614. In particular, the Rule reflects a series of decisions involving challenges to racial segregation — conduct that was remedied by a single classwide order. In none of the cases cited by the Advisory Committee as examples of (b)(2)’s antecedents did the plaintiffs combine any claim for individualized relief with their classwide injunction. See Advisory Committee’s Note, 28 U. S. C. App., pp. 1260-1261 (1964 ed., Supp. II) (citing cases); e. g., Potts v. Flax, 313 F. 2d 284, 289, n. 5 (CA5 1963); Brunson v. Board of Trustees of School Dist. No. 1, Clarendon Cty., 311 F. 2d 107, 109 (CA4 1962) (per curiam); Frasier v. Board of Trustees of Univ. of N. C., 134 F. Supp. 589, 593 (MDNC 1955) (three-judge court), aff’d, 350 U. S. 979 (1956) (per curiam).

Permitting the combination of individualized and class-wide relief in a (b)(2) class is also inconsistent with the structure of Rule 23(b). Classes certified trader (b)(1) and (b)(2) share the most traditional justifications for class treatment— that individual adjudications would be impossible or unworkable, as in a (b)(1) class,11 or that the relief sought must per*362force affect the entire class at once, as in a (b)(2) class. For that reason these are also mandatory classes: The Rule provides no opportunity for (b)(1) or (b)(2) class members to opt out, and does not even oblige the District Court to afford them notice of the action. Rule 23(b)(3), by contrast, is an “adventuresome innovation” of the 1966 amendments, Am-chem, 521 U. S., at 614 (internal quotation marks omitted), framed for situations “in which 'class-action treatment is not as clearly called for/” id., at 615 (quoting Advisory Committee’s Notes, 28 U. S. C. Ápp., p. 697 (1994 ed.)). It allows class certification in. a much wider set of circumstances but with greater procedural protections. Its only prerequisites are that “the questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” Rule 23(b)(3). And unlike (b)(1) and (b)(2) classes, the (b)(3) class is not mandatory; class members are entitled to receive “the best notice that is practicable under the circumstances” and to withdraw from the class at their option. See Rule 23(c)(2)(B).

Given that structure, we think it clear that individualized monetary claims belong in Rule 23(b)(3). The procedural protections attending the (b)(3) class — predominance, superiority, mandatory notice, and the right to opt out — are missing from (b)(2) not because the Rule considers them unnecessary, but because it considers them unnecessary to a (b)(2) class. When a class seeks an indivisible injunction benefiting all its members at once, there is no reason to undertake a case-specific inquiry into whether class issues predominate or whether class action is a superior method of adjudicating *363the dispute. Predominance and superiority are self-evident. But with respect to each class member's individualized claim for money, that is not so — which is precisely why (b)(3) requires the judge to make findings about predominance and superiority before allowing the class. Similarly, (b)(2) does not require that class members be given notice and opt-out rights, presumably because it is thought (rightly or wrongly) that notice has no purpose when the class is mandatory, and that depriving people of their right to sue in this manner complies with the Due Process Clause. In the context of a class action predominantly for money damages we have held that absence of notice and opt out violates due process. See Phillips Petroleum Co. v. Shutts, 472 U. S. 797, 812 (1985). While we have never held that to be so where the monetary claims do not predominate, the serious possibility that it may be so provides an additional reason not to read Rule 23(b)(2) to include the monetary claims here.

B

Against that conclusion, respondents argue that their claims for backpay were appropriately certified as part of a class under Rule 23(b)(2) because those claims do not “predominate” over their requests for injunctive and declaratory relief. They rely upon the Advisory Committee’s statement that Rule 23(b)(2) “does not extend to cases in which the appropriate final relief relates exclusively or predominantly to money damages.” 28 U. S. C. App., p. 1260 (1964 ed., Supp. II) (emphasis added). The negative implication, they argue, is that it does extend to cases in which the appropriate final relief relates only partially and nonpredominantly to money damages. Of course it is the Rule itself, not the Advisory Committee’s description of it, that governs. And a mere negative inference does not in our view suffice to establish a disposition that has no basis in the Rule’s text, and that does obvious violence to the Rule’s structural features. The mere “predominance” of a proper (b)(2) injunctive claim *364does nothing to justify elimination of Rule 23(b)(3)’s procedural protections: It neither establishes the superiority of class adjudication over individual adjudication nor cures the notice and opt-out problems. We fail to see why the Rule should be read to nullify these protections whenever a plaintiff class, at its option, combines its monetary claims with a request — even a “predominating request” — for an injunction.

Respondents’ predominance test, moreover, creates perverse incentives for class representatives to place at risk potentially valid claims for monetary relief. In this case, for example, the named plaintiffs declined to include employees’ claims for compensatory damages in their complaint. That strategy of including only backpay claims made it more likely that monetary relief would not “predominate.” But it also created the possibility (if the predominance test were correct) that individual class members’ compensatory-damages claims would be precluded by litigation they had no power to hold themselves apart from. If it were determined, for example, that a particular class member is not entitled to backpay because her denial of increased pay or a promotion was not the product of discrimination, that employee might be collaterally estopped from independently seeking compensatory damages based on that same denial. That possibility underscores the need for plaintiffs with individual monetary claims to decide for themselves whether to tie their fates to the class representatives’ or go it alone — a choice Rule 23(b)(2) does not ensure that they have.

The predominance test would also require the District Court to reevaluate the roster of class members continually. The Ninth Circuit recognized the necessity for this when it concluded that those plaintiffs no longer employed by Wal-Mart lack standing to seek injunctive or declaratory relief against its employment practices. The Court of Appeals’ response to that difficulty, however, was not to eliminate all former employees from the certified class, but to eliminate only those who had left the company’s employ by the date *365the complaint was filed. That solution has no logical connection to the problem, since those who have left their Wal-Mart jobs since the complaint was filed have no more need for prospective relief than those who left beforehand. As a consequence, even though the validity of a (b)(2) class depends on whether “final injunctive relief or corresponding declaratory relief is appropriate respecting the class as a whole,” Rule 23(b)(2) (emphasis added), about half the members of the class approved by the Ninth Circuit have no claim for injunctive or declaratory relief at all. Of course, the alternative (and logical) solution of excising plaintiffs from the class as they leave their employment may have struck the Court of Appeals as wasteful of the District Court’s time. Which indeed it is, since if a backpay action were properly certified for class treatment under (b)(8), the ability to litigate a plaintiff’s backpay claim as part of the class would not turn on the irrelevant question whether she is still employed at Wal-Mart. What follows from this, however, is not that some arbitrary limitation on class membership should be imposed but that the backpay claims should not be certified under Rule 23(b)(2) at all.

Finally, respondents argue that their backpay claims are appropriate for a (b)(2) class action because a backpay award is equitable in nature. The latter may be true, but it is irrelevant. The Rule does not speak of “equitable” remedies generally but of injunctions and declaratory judgments. As Title VII itself makes pellucidly clear, backpay is neither. See 42 U. S. C. § 2000e-5(g)(2)(B)(i) and (ii) (distinguishing between declaratory and injunctive relief and the payment of “backpay,” see § 2000e~5(g)(2)(A)).

C

In Allison v. Citgo Petroleum Corp., 151 F. 3d 402, 415 (CA5 1998), the Fifth Circuit held that a (b)(2) class would permit the certification of monetary relief that is “incidental to requested injunctive or declaratory relief,” which it de*366fined as “damages that flow directly from liability to the class as a whole on the claims forming the basis of the injunc-tive or declaratory relief.” In that court’s view, such “incidental damages should not require additional hearings to resolve the disparate merits of each individual’s case; it should neither introduce new and substantial legal or factual issues, nor entail complex individualized determinations.” Ibid. We need not decide in this case whether there are any forms of “incidental” monetary relief that are consistent with the interpretation of Rule 23(b)(2) we have announced and that comply with the Due Process Clause. Respondents do not argue that they can satisfy this standard, and in any event they cannot.

Contrary to the Ninth Circuit’s view, Wal-Mart is entitled to individualized determinations of each employee’s eligibility for backpay. Title VII includes a detailed remedial scheme. If a plaintiff prevails in showing that an employer has discriminated against him in violation of the statute, the court “may enjoin the respondent from engaging in such unlawful employment practice, and order such affirmative action as.may be appropriate, [including] reinstatement or hiring of employees, with or without back pay ... or any other equitable relief as the court deems appropriate.” §2000e-5(g)(1). But if the employer can show that it took an adverse employment action against an employee for any reason other than discrimination, the court cannot order the “hiring, reinstatement, or promotion of an individual as an employee, or the payment to him of any back pay.” § 2000e-5(g)(2)(A).

We have established a procedure for trying pattern-or-practice cases that gives effect to these statutory requirements. When the plaintiff seeks individual relief such as reinstatement or backpay after establishing a pattern or practice of discrimination, “a district court must usually conduct additional proceedings ... to determine the scope of individual relief.” Teamsters, 431 U. S., at 361. At this phase, the burden of proof will shift to the company, but it *367will have the right to raise any individual affirmative defenses it may have, and to “demonstrate that the individual applicant was denied an employment opportunity for lawful reasons.” Id., at 362.

The Court of Appeals believed that it was possible to replace such proceedings with Trial by Formula. A sample set of the class members would be selected, as to whom liability for sex discrimination and the backpay owing as a result would be determined in depositions supervised by a master. The percentage of claims determined to be valid would then be applied to the entire remaining class, and the number of (presumptively) valid claims thus derived would be multiplied by the average backpay award in the sample set to arrive at the entire class recovery — without further individualized proceedings. 603 F. 3d, at 626-627. We disapprove that novel project. Because the Rules Enabling Act forbids interpreting Rule 23 to “abridge, enlarge or modify any substantive right,” 28 U. S. C. § 2072(b); see Ortiz, 627 U. S., at 845, a class cannot be certified on the premise that Wal-Mart will not be entitled to litigate its statutory defenses to individual claims. And because the necessity of that litigation will prevent backpay from being “incidental” to the classwide injunction, respondents’ class could not be certified even assuming, arguendo, that “incidental” monetary relief can be awarded to a 23(b)(2) class.

* * *

The judgment of the Court of Appeals is

Reversed.

Justice Ginsburg,

concurring in part and dissenting in part.

The class in this case, I agree with the Court, should not have been certified under Federal Rule of Civil Procedure 23(b)(2). The plaintiffs, alleging discrimination in violation *368of Title VII, 42 U. S. C. § 2000e et seq., seek monetary relief that is not merely incidental to any injunctive or declaratory relief that might be available. See ante, at 360-367. A putative class of this type may be certifiable under Rule 23(b)(3), if the plaintiffs show that common class questions “predominate” over issues affecting individuals — e. g., qualification for, and the amount of, backpay or compensatory damages — and that a class action is “superior” to other modes of adjudication.

Whether the class the plaintiffs describe meets the specific requirements of Rule 23(b)(3) is not before the Court, and I would reserve that matter for consideration and decision on remand.1 The Court, however, disqualifies the class at the starting gate, holding that the plaintiffs cannot cross the “commonality” line set by Rule 23(a)(2). In so ruling, the Court imports into the Rule 23(a) determination concerns properly addressed in a Rule 23(b)(3) assessment.

I — I

<J

Rule 23(a)(2) establishes a preliminary requirement for maintaining a class action: “[T]here are questions of law or fact common to the class.” 2 The Rule “does not require that all questions of law or fact raised in the litigation be com*369mon,” 1 H. Newberg & A. Conte, Newberg on Class Actions §3.10, pp. 3-48 to 3-49 (3d ed. 1992); indeed, “[e]ven a single question of law or fact common to the members of the class will satisfy the commonality requirement,” Nagareda, The Preexistence Principle and the Structure of the Class Action, 103 Colum. L. Rev. 149, 176, n. 110 (2003). See Advisory Committee’s 1937 Notes on Fed. Rule Civ. Proc. 23, 28 U. S. C. App., p. 138 (citing with approval cases in which “there was only a question of law or fact common to” the class members).

A “question” is ordinarily understood to be “[a] subject or point open to controversy.” American Heritage Dictionary 1483 (3d ed. 1992). See also Black’s Law Dictionary 1366 (9th ed. 2009) (defining “question of fact” as “[a] disputed issue to be resolved . . . [at] trial” and “question of law” as “[a]n issue to be decided by the judge”). Thus, a “question” “common to the class” must be a dispute, either of fact or of law, the resolution of which will advance the determination of the class members’ claims.3

B

The District Court, recognizing that “one significant issue common to the class may be sufficient to warrant certification,” 222 F. R. D. 137, 145 (ND Cal. 2004), found that the plaintiffs easily met that test. Absent an error of law or an abuse of discretion, an appellate tribunal has no warrant to upset the District Court’s finding of commonality. See Califano v. Yamasaki, 442 U. S. 682, 703 (1979) (“[M]ost issues arising under Rule 23 ... [are] committed in the first instance to the discretion of the district court.”).

*370The District Court certified a class of “[a]ll women employed at any Wal-Mart domestic retail store at any time since December 26,1998.” 222 F. R. D., at 141-143 (internal quotation marks omitted). The named plaintiffs, led by Betty Dukes, propose to litigate, on behalf of the class, allegations that Wal-Mart discriminates on the basis of gender in pay and promotions. They allege that the company “[r]e-li[es] on gender stereotypes in making employment decisions such as . . . promotion^] [and] pay.” App. 55a. Wal-Mart permits those prejudices to infect personnel decisions, the plaintiffs contend, by leaving pay and promotions in the hands of “a nearly all male managerial workforce” using “arbitrary and subjective criteria.” Ibid. Further alleged barriers to the advancement of female employees include the company’s requirement, “as a condition of promotion to management jobs, that employees be willing to relocate.” Id., at 56a. Absent instruction otherwise, there is a risk that managers will act on the familiar assumption that women, because of their services to husband and children, are less mobile than men. See Dept, of Labor, Federal Glass Ceiling Commission, Good for Business: Making Full Use of the Nation’s Human Capital 151 (1995).

Women fill 70 percent of the hourly jobs in the retailer’s stores but make up only “33 percent of management employees.” 222 F. R. D., at 146. “[T]he higher one looks in the organization the lower the percentage of women.” Id., at 155. The plaintiffs’ “largely uncontested descriptive statistics” also show that women working in the company’s stores “are paid less than men in every region” and “that the salary gap widens over time even for men and women hired into the same jobs at the same time.” Ibid.] cf. Ledbetter v. Goodyear Tire & Rubber Co., 550 U. S. 618, 643 (2007) (Ginsburg, J., dissenting).

The District Court identified “systems for . . . promoting in-store employees” that were “sufficiently similar across regions and stores” to conclude that “the manner in which *371these systems affect the class raises issues that are common to all class members.” 222 P. R. D., at 149. The selection of employees for promotion to in-store management “is fairly characterized as a ‘tap on the shoulder’ process,” in which managers have discretion about whose shoulders to tap. Id., at 148. Vacancies are not regularly posted; from among those employees satisfying minimum qualifications, managers choose whom to promote on the basis of their own subjective impressions. Ibid.

Wal-Mart’s compensation policies also operate uniformly across stores, the District Court found. The retailer leaves open a $2 band for every position’s hourly pay rate. Wal-Mart provides- no standards or criteria for setting wages within that band, and thus does nothing to counter unconscious bias on the part of supervisors. See id., at 146-147.

Wal-Mart’s supervisors do not make their discretionary decisions in a vacuum. The District Court reviewed means Wal-Mart used to maintain a “carefully constructed . . . corporate culture,” such as frequent meetings to reinforce the common way of thinking, regular transfers of managers between stores to ensure uniformity throughout the company, monitoring of stores “on a close and constant basis,” and “Wal-Mart TV,” “broadcas[t]... into all stores.” Id., at 151— 153 (internal quotation marks omitted).

The plaintiffs’ evidence, including class members’ tales of their own experiences,4 suggests that gender bias suffused Wal-Mart’s company culture. Among illustrations, senior management often refer to female associates as “little Janie *372Qs.” Plaintiffs’ Motion for Class Certification in No. 3:01-cv-02252-CRB (ND Cal.), Doc. 99, p. 21 (internal quotation marks omitted). One manager told an employee that “[m]en are here to make a career and women aren’t.” 222 F. R. D., at 166 (internal quotation marks omitted). A committee of female Wal-Mart executives concluded that “[stereotypes limit the opportunities offered to women.” Plaintiffs’ Motion for Class Certification in No. 3:01-cv-02252-CRB (ND Cal.), Doc. 99, at 24 (internal quotation marks omitted).

Finally, the plaintiffs presented an expert’s appraisal to show that the pay and promotions disparities at Wal-Mart “can be explained only by gender discrimination and not by . . . neutral variables.” 222 F. R. D., at 155. Using regression analyses, their expert, Richard Drogin, controlled for factors including, inter alia, job performance, length of time with the company, and the store where an employee worked. Id., at 159.6 The results, the District Court found, were sufficient to raise an “inference of discrimination.” Id., at 155-160.

C

The District Court’s identification of a common question, whether Wal-Mart’s pay and promotions policies gave rise to unlawful discrimination, was hardly infirm. The practice of delegating to supervisors large discretion to make personnel decisions, uncontrolled by formal standards, has long been known to have the potential to produce disparate effects. Managers, like all humankind, may be prey to biases *373of which they are unaware.6 The risk of discrimination is heightened when those managers are predominantly of one sex, and are steeped in a corporate culture that perpetuates gender stereotypes.

The' plaintiffs5 allegations' resemble those in one of the prototypical cases in this area, Leisner v. New York Tel. Co., 358 F. Supp. 359, 364-365 (SDNY 1973). In deciding on promotions, supervisors in that case were to start with objective measures; but ultimately, they were to “look at the individual as a total individual.” Id., at 365 (internal quotation marks omitted). The final question they were to ask and answer: “Is this person going to be successful in our business?” Ibid, (internal quotation marks omitted). It is hardly surprising that for many managers, the ideal candidate was someone with characteristics similar to their own.

We have held that “discretionary employment practices” can give rise to Title VII claims, not only when such practices are motivated by discriminatory intent but also when they produce discriminatory results. See Watson v. Fort Worth Bank & Trust, 487 U. S. 977, 988, 991 (1988). But see ante, at 357 (“[Pjroving that [a] discretionary system has produced a . . . disparity is not enough.”). In Watson, as here, an employer had given its managers large authority over promotions. An employee sued the bank under Title VII, alleging that the “discretionary promotion system” *374caused a discriminatory effect based on race. 487 U. S., at 984 (internal quotation marks omitted). Four different supervisors had declined, on separate occasions, to promote the employee. Id., at 982. Their reasons were subjective and unknown. The employer, we noted, “had not developed precise and formal criteria for evaluating candidates”; “[i]t relied instead on the subjective judgment of supervisors.” Ibid.

Aware of “the problem of subconscious stereotypes and prejudices,” we held that the employer’s “undisciplined system of subjective decisionmaking” was an “employment practic[e]” that “may be analyzed under the disparate impact approach.” Id., at 990-991. See also Wards Cove Packing Co. v. Atonio, 490 U. S. 642, 657 (1989) (recognizing “the use of ‘subjective decision making’” as an “employment prac-tie[e]” subject to disparate-impact attack).

The plaintiffs’ allegations state claims of gender discrimination in the form of biased decisionmaking in both pay and promotions. The evidence reviewed by the District Court adequately demonstrated that resolving those claims would necessitate examination of particular policies and practices alleged to affect, adversely and globally, women employed at Wal-Mart’s stores. Rule 23(a)(2), setting a necessary but not a sufficient criterion for class-action certification, demands nothing further.

II

A'

The Court gives no credence to the key dispute common to the class: whether Wal-Mart’s discretionary pay and promotion policies are discriminatory. See ante, at 349 (“Reciting” questions like “Is [giving managers discretion over pay] an unlawful employment practice?” “is not sufficient to obtain class certification.”). “What matters,” the Court asserts, “is not the raising of common ‘questions,’” but whether there are “[dissimilarities within the proposed *375class” that “have the potential to impede the generation of common answers.” Ante, at 350 (quoting Nagareda, Class Certification in the Age of Aggregate Proof, 84 N. Y. U. L. Rev. 97, 132 (2009); some internal quotation marks omitted).

The Court blends Rule 23(a)(2)’s threshold criterion with the more demanding criteria of Rule 23(b)(3), and thereby elevates the (a)(2) inquiry so that it is no longer “easily satisfied,” 5 J. Moore et al., Moore’s Federal Practice §23.23[2], p. 23-72 (3d ed. 2011).7 Rule 23(b)(3) certification requires, in addition to the four 23(a) findings, determinations that “questions of law or fact common to class members predominate over any questions affecting only individual members” and that “a class action is superior to other available methods for . . . adjudicating the controversy.”8

*376The Court’s emphasis on differences between class members mimics the Rule 23(b)(8) inquiry into whether common questions “predominate” over individual issues. And by asking whether the individual differences “impede” common adjudication, ante, at 350 (internal quotation marks omitted), the Court duplicates 23(b)(3)’s question whether “a class action is superior” to other modes of adjudication. Indeed, Professor Nagareda, whose “dissimilarities” inquiry the Court endorses, developed his position in the context of Rule 23(b)(3). See 84 N. Y. U. L. Rev., at 131 (Rule 23(b)(3) requires “some decisive degree of similarity across the proposed class” because it “speaks of common ‘questions’ that ‘predominate’ over individual ones”).9 “The Rule 23(b)(3) predominance inquiry” is meant to “tes[t] whether proposed classes are sufficiently cohesive to warrant adjudication by representation.” Amchem Products, Inc. v. Windsor, 521 U. S. 591, 623 (1997). If courts must conduct a “dissimilarities” analysis at the Rule 23(a)(2) stage, no mission remains for Rule 23(b)(3).

Because Rule 23(a) is also a prerequisite for Rule 23(b)(1) and Rule 23(b)(2) classes, the Court’s “dissimilarities” position is far reaching. Individual differences should not bar a Rule 23(b)(1) or Rule 23(b)(2) class, so long as the Rule 23(a) threshold is met. See id., at 623, n. 19 (Rule 23(b)(1)(B) “does not have a predominance requirement”); Yamasaki, 442 U. S., at 701 (Rule 23(b)(2) action in which the Court noted that “[i]t is unlikely that differences in the factual background of each claim will affect the outcome of the legal *377issue”). For example, in Franks v. Bowman Transp. Co., 424 U. S. 747 (1976), a Rule 23(b)(2) class of African-American truckdrivers complained that the defendant had discriminatorily refused to hire black applicants. We recognized that the “qualification[s] and performance” of individual class members might vary. Id., at 772 (internal quotation marks omitted). “Generalizations concerning such individually applicable evidence,” we cautioned, “cannot serve as a justification for the denial of [injunctive] relief to the entire class.” Ibid.

B

The “dissimilarities” approach leads the Court to train its attention on what distinguishes individual class members, rather than on what unites them. Given the lack of standards for pay and promotions, the majority says, “demonstrating the invalidity of one manager’s use of discretion will do nothing to demonstrate the invalidity of another’s.” Ante, at 356-356.

Wal-Mart’s delegation of discretion over pay and promotions is a policy uniform throughout all stores. The very nature of discretion is that people will exercise it in various ways. A system of delegated discretion, Watson held, is a practice actionable under Title YII when it produces discriminatory outcomes. 487 U. S., at 990-991; see supra, at 373-374. A finding that Wal-Mart’s pay and promotions practices in fact violate the law would be the first step in the usual order of proof for plaintiffs seeking individual remedies for companywide discrimination. Teamsters v. United States, 431 U. S. 324, 359 (1977); see Albemarle Paper Co. v. Moody, 422 U. S. 405, 415-423 (1975). That each individual employee’s unique circumstances will ultimately determine whether she is entitled to backpay or damages, § 2000e-5(g)(2)(A) (barring backpay if a plaintiff “was refused . . . advancement ... for any reason other than discrimination”), should not factor into the Rule 23(a)(2) determination.

*378* * *

The Court errs in importing a “dissimilarities” notion suited to Rule 23(b)(3) into the Rule 23(a) commonality inquiry. I therefore cannot join Part II of the Court’s opinion.

POSNER, Circuit Judge.

The parties to this class action suit, which is based on the warranty laws of six states, petitioned us to review separate orders by the district court ruling on motions for class certification filed by the plaintiffs. Fed.R.Civ.P. 23(f). The suit is really two class actions because the classes have different members and different *361 claims, and therefore they should have been severed, though both arise from alleged defects in Kenmore-brand Sears ■washing machines sold in overlapping periods beginning in 2001 and 2004. One class action complains of a defect that causes mold (the “mold claim”), the other of a defect that stops the machine inopportunely (the “control unit claim”). The district court denied certification of the class complaining about the defect that causes mold and granted certification of the class complaining about the defect that causes the sudden stoppage. The denial of certification of the mold class precipitated the petition for review by the plaintiffs who are complaining about the mold, while the grant of certification to the plaintiffs (a different set of named plaintiffs) complaining about the stoppage precipitated Sears’s petition for review.

We have accepted the appeals in order to clarify the concept of “predominance” in class action litigation. Rule 23(b)(3) conditions the maintenance of a class action on a finding by the district court “that the questions of fact or law common to class members predominate over any questions affecting only individual members.” If there are no common questions or only common questions, the issue of predominance is automatically resolved. Any other case requires “weighing” unweighted factors, which is the kind of subjective determination that usually— including the determination whether to certify a class — is left to the district court, subject to light appellate review. CE Design Ltd. v. King Architectural Metals, Inc., 637 F.3d 721, 723 (7th Cir.2011); Charles Alan Wright, Arthur R. Miller & Mary K. Kane, 7AA Federal Practice and Procedure § 1785, pp. 370-72 (3d ed. 2005).

The mold claim pertains to all Kenmore-brand frontloading “high efficiency” washing machines manufactured by Whirlpool Corporation and sold by Sears since 2001. The claim is that because of the low volume of water used in these machines and the low temperature of the water, compared to the volume and temperature of the water in the traditional top-loading machine, they don’t clean themselves adequately and as a result biofilm — a mass of microbes — forms in the machine’s drum (where the washing occurs) and creates mold, which emits bad odors. Traditional household cleaners do not eliminate the biofilm, the mold, or the odors. Roughly 200,000 of these Kenmore-brand machines are sold each year and there have been many thousands of complaints of bad odors by the owners.

Sears contends that Whirlpool (which remember is the actual manufacturer of the washing machines, not Sears) made a number of design modifications as a result of which different models are differently defective and some perhaps not at all, and therefore common questions of fact concerning the mold problem and its consequences do not predominate over individual questions of fact. The judge accepted this argument; it is the ground on which she denied the motion to certify the mold class.

Although Sears contends that during the period covered by the complaint it sold 27 different Kenmore-brand models, Whirlpool made only five design changes that relate to mold. The basic question in the litigation — were the machines defective in permitting mold to accumulate and generate noxious odors? — is common to the entire mold class, although the answer may vary with the differences in design. The individual questions are the amount of damages owed particular class members (the owners of the washing machines).

*362 Predominance is a question of efficiency. See Amchem Products, Inc. v. Windsor; 521 U.S. 591, 615-16, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997); Committee Notes to 1966 Amendment to Fed.R.Civ.P. 23; Jackson v. Motel 6 Multipurpose, Inc., 130 F.3d 999, 1005 n. 12 (11th Cir.1997); William B. Rubenstein, 2 Newberg on Class Actions § 4:49 (5th ed. 2012). Is it more efficient, in terms both of economy of judicial resources and of the expense of litigation to the parties, to decide some issues on a class basis or all issues in separate trials? A class action is the more efficient procedure for determining liability and damages in a case such as this, involving a defect that may have imposed costs on tens of thousands of consumers yet not a cost to any one of them large enough to justify the expense of an individual suit. If necessary a determination of liability could be followed by individual hearings to determine the damages sustained by each class member (probably capped at the cost of replacing a defective washing machine — there doesn’t seem to be a claim that the odors caused an illness that might support a claim for products liability as distinct from one for breach of warranty). But probably the parties would agree on a schedule of damages based on the cost of fixing or replacing class members’ mold-contaminated washing machines. The class action procedure would be efficient not only in cost, but also in efficacy, if we are right that the stakes in an individual case would be too small to justify the expense of suing, in which event denial of class certification would preclude any relief.

Sears argues that most members of the plaintiff class did not experience a mold problem. But if so that is an argument not for refusing to certify the class but for certifying it and then entering a judgment that will largely exonerate Sears — a course it should welcome, as all class members who had not opted out of the class action would be bound by the judgment.

In two states (see Hicks v. Kaufman & Broad Home Corp., 89 Cal.App.4th 908, 920-23, 107 Cal.Rptr.2d 761 (2001); Schiffner v. Motorola, Inc., 297 Ill.App.3d 1099, 232 Ill.Dec. 126, 697 N.E.2d 868, 874-76 (1998)), or possibly three (see Daimler-Chrysler Corp. v. Inman, 252 S.W.3d 299, 304-07 (Tex.2008)), of the six states in which members of the class reside, a defective product can be the subject of a successful suit for breach of warranty even if the defect has not yet caused any harm. If, as appears to be the case, the defect in a Kenmore-brand washing machine can precipitate a mold problem at any time, the defect is an expected harm, just as having symptomless high blood pressure creates harm in the form of an abnormally high risk of stroke. A person who feels fine, despite having high blood pressure, and will continue feeling fine until he has a stroke or heart attack, would expect compensation for an unlawful act that had caused his high blood pressure even though he has yet to suffer the consequences. Every class member who claims an odor problem will have to prove odor in order to obtain damages, but class members who have not yet encountered odor can still obtain damages for breach of warranty, where state law allows such relief— relief for an expected rather than for only a realized harm from a product defect covered by an express or implied warranty-

Sears does not contend that any of Whirlpool’s design changes eliminated the odor problem but only that they reduced its incidence or gravity. The number of buyers of each design of the Kenmore-brand machine who encountered mold would have been large even if those who bought later in the product cycle were less likely to encounter the problem. Should it *363 turn out as the litigation progresses that there are large differences in the mold defect among the five differently designed washing machines, the judge may wish to create subclasses; but that possibility is not an obstacle to certification of a single mold class at this juncture.

Sears argues inconsequently that it did not know about the defects in all the different models. But liability for breach of warranty is strict. Sears may be able by means of a suit for contribution or indemnity to shift the cost of any damages it incurs in the present case to Whirlpool, but that is not a defense to liability.

Sears also makes arguments that were not considered by the district court, such as that mold problems may reflect how the owner of a washing machine uses it. That would be a defense of mishandling to the charge of breach of warranty. Sears offers no details.

The Sixth Circuit recently upheld the certification of a single mold class in a case, identical to this one (except that it did not involve the other claim in this case, the control unit claim), against Whirlpool. In re Whirlpool Cmp. Front-Loading Washer Products Liability Litigation, 678 F.Sd 409 (6th Cir.2012). For us to uphold the district court’s refusal to certify such a class would be to create an intercircuit conflict — and a gratuitous one, because, as should be apparent from the preceding discussion, we agree with the Sixth Circuit’s decision.

We turn to Sears’s appeal from the certification of a class of buyers of Kenmore-brand washing machines who incurred a harm because of the defective control unit. Each washing machine has a computer device that gives instructions to the machine’s moving parts. This “central control unit” consists of circuit boards that are soldered together. In 2004 a company called Bitron that supplied the central control units in the Kenmore-brand washing machines altered its manufacturing process in a way that inadvertently damaged the layer of solder, causing some of the control units mistakenly to “believe” that a serious error had occurred and therefore to order the machine to shut down even though nothing was the matter with it. Sears is alleged to have known about the problem but to have charged each owner of a defective machine hundreds of dollars to repair the central control unit. The defect was corrected in 2005 but Sears continued to ship machines containing the earlier-manufactured, defective control units.

The principal issue is whether the control unit was indeed defective. The only individual issues — issues found in virtually every class action in which damages are sought — concern the amount of harm to particular class members. It is more efficient for the question whether the washing machines were defective — the question common to all class members — to be resolved in a single proceeding than for it to be litigated separately in hundreds of different trials, though, were that approach taken, at some point principles of res judicata or collateral estoppel would resolve the common issue for the remaining cases.

Again the district court will want to consider whether to create different subclasses of the control unit class for the different states. That should depend on whether there are big enough differences among the relevant laws of those states to make it impossible to draft a single, coherent set of jury instructions should the case ever go to trial before a jury.

To summarize, the denial of class certification regarding the mold claim is reversed and the grant of class certification *364 regarding the control unit claim is affirmed.

JERRY E. SMITH, Circuit Judge:

In what may be the largest class action ever attempted in federal court, the district court in this case embarked “on a road certainly less traveled, if ever taken at all,” Castano v. American Tobacco Co., 160 F.R.D. 544, 560 (E.D.La.1995) (citing EDWARD C. Latham, The Poetry of Robert Frost, “The Road Not Taken” 105 (1969)), and entered a class certification order. The court defined the class as:

(a) All nicotine-dependent persons in the United States ... who have purchased and smoked cigarettes manufactured by the defendants;

(b) the estates, representatives, and administrators of these nicotine-dependent cigarette smokers; and

(e) the spouses, children, relatives and “significant others” of these nicotine-dependent cigarette smokers as their heirs or survivors.

Id. at 560-61. The plaintiffs limit the claims to years since 1943. 1

This matter comes before us on interlocutory appeal, under 28 U.S.C. § 1292(b), of the class certification order. Concluding that district court abused its discretion in certifying the class, we reverse.

I.

A. The Class Complaint

The plaintiffs 2 filed this class complaint against the defendant tobacco companies 3 and the Tobacco Institute, Inc., seeking compensation solely for the injury of nicotine addiction. The gravamen of their complaint is the novel and wholly untested theory that the defendants fraudulently failed to inform consumers that nicotine is addictive and manipulated the level of nicotine in cigarettes to sustain their addictive nature. The class complaint alleges nine causes of action: fraud and deceit, negligent misrepresentation, intentional infliction of emotional distress, negligence and negligent infliction of emotional distress, violation of state consumer protection statutes, breach of express warranty, breach of implied warranty, strict product liability, and redhibition pursuant to the Louisiana Civil Code.

The plaintiffs seek compensatory 4 and punitive damages 5 and attorneys’ fees. 6 In *738 addition, the plaintiffs seek equitable relief for fraud and deceit, negligent misrepresentation, violation of consumer protection statutes, and breach of express and implied warranty. The equitable remedies include a declaration that defendants are financially responsible for notifying all class members of nicotine’s addictive nature, a declaration that the defendants manipulated nicotine levels with the intent to sustain the addiction of plaintiffs and the class members, an order that the defendants disgorge any profits made from the sale of cigarettes, restitution for sums paid for cigarettes, and the establishment of a medical monitoring fund.

The plaintiffs initially defined the class as “all nicotine dependent persons in the United States,” including current, former and deceased smokers since 1943. Plaintiffs conceded that addiction would have to be proven by each class member; the defendants argued that proving class membership will require individual mini-trials to determine whether addiction actually exists.

In response to the district court’s inquiry, the plaintiffs proposed a four-phase trial plan. 7 In phase 1, a jury would determine common issues of “core liability.” Phase 1 issues would include 8 (1) issues of law and fact relating to defendants’ course of conduct, fraud, and negligence liability (including duty, standard of care, misrepresentation and concealment, knowledge, intent); (2) issues of law and fact relating to defendants’ alleged conspiracy and concert of action; (3) issues of fact relating to the addictive nature/dependency creating characteristics and properties of nicotine; (4) issues of fact relating to nicotine cigarettes as defective products; (5) issues of fact relating to whether defendants’ wrongful conduct was intentional, reckless or negligent; (6) identifying which defendants specifically targeted their advertising and promotional efforts to particular groups (e.g. youths, minorities, etc.); (7) availability of a presumption of reliance; (8) whether defendants’ misrepresentations/suppression of fact and/or of addictive properties of nicotine preclude availability of a “personal choice” defense; (9) defendants’ liability for actual damages, and the categories of such damages; (10) defendants’ liability for emotional distress damages; and (11) defendants’ liability for punitive damages.

Phase 1 would be followed by notice of the trial verdict and claim forms to class members. In phase 2, the jury would determine compensatory damages in sample plaintiff eases. The jury then would establish a ratio of punitive damages to compensatory damages, which ratio thereafter would apply to each class member.

Phase 3 would entail a complicated procedure to determine compensatory damages for individual class members. The trial plan envisions determination of absent class members’ compensatory economic and emotional distress damages on the basis of claim forms, “subject to verification techniques and assertion of defendants’ affirmative defenses under grouping, sampling, or representative procedures to be determined by the Court.”

The trial plan left open how jury trials on class members’ personal injury/wrongful death claims would be handled, but the trial plan discussed the possibility of bifurcation. In phase 4, the court would apply the punitive damage ratio based on individual damage awards and would conduct a review of the reasonableness of the award.

B. The Class Certification Order

Following extensive briefing, the district court granted, in part, plaintiffs’ motion for class certification, concluding that the prerequisites of Fed.R.Civ.P. 23(a) had been met. 9 The court rejected certification, under *739 Fed.R.Civ.P. 23(b)(2), of the plaintiffs’ claim for equitable relief, including the claim for medical monitoring. 160 F.R.D. at 552. Ap-pellees have not cross-appealed that portion of the order.

The court did grant the plaintiffs’ motion to certify the class under Fed.R.Civ.P. 23(b)(3), 10 organizing the class action issues into four categories: (1) core liability; (2) injury-in-fact, proximate cause, reliance and affirmative defenses; (3) compensatory damages; and (4) punitive damages. Id. at 553-58. It then analyzed each category to determine whether it met the predominance and superiority requirements of rule 23(b)(3). Using its power to sever issues for certification under Fed.R.Civ.P. 23(c)(4), the court certified the class on core liability and punitive damages, and certified the class conditionally pursuant to Fed.R.Civ.P. 23(c)(1).

1. Core Liability Issues

The court defined core liability issues as “common factual issues [of] whether defendants knew cigarette smoking was addictive, failed to inform cigarette smokers of such; and took actions to addict cigarette smokers. Common legal issues include fraud, negligence, breach of warranty (express or implied), strict liability, and violation of consumer protection statutes.” 160 F.R.D. at 553..

The court found that the predominance requirement of rule 23(b)(3) was satisfied for the core liability issues. Without any specific analysis regarding the multitude of issues that make up “core liability,” the court found that under Jenkins v. Raymark Indus., 782 F.2d 468 (5th Cir.1986), common issues predominate because resolution of core liability issues would significantly advance the individual cases. The court did not discuss why “core liability” issues would be a significant, rather than just common, part of each individual trial, nor why the individual issues in the remaining categories did not predominate over the common “core liability” issues.

The only specific analysis on predominance analysis was on the plaintiffs’ fraud claim. The court determined that it would be premature to hold that individual reliance issues predominate over common issues. Relying on Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974), the court stated that it could not inquire into the merits of the plaintiffs’ claim to determine whether reliance would be an issue in individual trials. 160 F.R.D. at 554. Moreover, the court, recognized the possibility that under state law, reliance can be inferred when a fraud claim is based on an omission. Accordingly, the court was convinced that it could certify the class and defer the consideration of how reliance would affect predominance.

The court also deferred substantial consideration of how variations in state law would affect predominance. Relying on two district court opinions, 11 the court concluded that issues of fraud, breach of warranty, negligence, intentional tort, and strict liability do not vary so much from state to state as to cause individual issues to predominate. The court noted that any determination of how state law variations affect predominance was premature, as the court had yet to make a choice of law determination. As for the consumer protection claims, the court also deferred analysis of state law variations, because “there has been no showing that the *740 consumer protection statutes differ so much as to make individual issues predominate.” Id.

The court also concluded that a class action is superior to other methods for adjudication of the core liability issues. Relying heavily on Jenkins, the court noted that having this common issue litigated in a class action was superior to repeated trials of the same evidence. Recognizing serious problems with manageability, it determined that such- problems were outweighed by “the specter of thousands, if not millions, of similar trials of liability proceeding in thousands of courtrooms around the nation.” Id. at 555-56.

2. Injury-in-faet, Proximate Cause, Reliance, Affirmative Defenses, and Compensatory Damages

Using the same methodology as it did for the core liability issues, the district court refused to certify the issues of injury-in-fact, proximate cause, reliance, affirmative defenses, and compensatory damages, concluding that the “issues are so overwhelmingly replete with individual circumstances that they quickly outweigh predominance and superiority.” Id. at 556. Specifically, the court found that whether a person suffered emotional injury from addiction, whether his addiction was caused by the defendants’ actions, whether he relied on the defendants’ misrepresentations, and whether affirmative defenses unique to each class member precluded reeoveiy were all individual issues. As to compensatory damages and the claim for medical monitoring, the court concluded that such claims were so intertwined with proximate cause and affirmative defenses that class certification would not materially advance the individual cases.

3. Punitive Damages

In certifying punitive damages for class treatment, the court adopted the plaintiffs’ trial plan for punitive damages: The class jury would develop a ratio of punitive damages to actual damages, and the court would apply that ratio in individual cases. As it did with the core liability issues, the court determined that variations in state law, including differing burdens of proof, did not preclude certification. Rather than conduct an independent review of predominance or superiority, the court relied on Jenkins and on Watson v. Shell Oil Co., 979 F.2d 1014 (5th Cir.1992), vacated for rehearing en banc, 990 F.2d 805 (5th Cir.1993), appeal dismissed, 53 F.3d 663 (5th Cir.1994), for support of its certification order. 12

II.

A district court must conduct a rigorous analysis of the rule 23 prerequisites before certifying a class. General Tel. Co. v. Falcon, 457 U.S. 147, 161, 102 S.Ct. 2364, 2372, 72 L.Ed.2d 740 (1982); Applewhite v. Reichhold Chems., 67 F.3d 571, 573 (5th Cir.1995). The decision to certify is within the broad discretion of the court, but that discretion must be exercised within the framework of rule 23. Gulf Oil Co. v. Bernard, 452 U.S. 89, 100, 101 S.Ct. 2193, 2200, 68 L.Ed.2d 693 (1981). The party seeking certification bears the burden of proof. Horton v. Goose Creek. Ind. Sch. Dist., 690 F.2d 470, 486 (5th Cir.1982), ce rt. denied, 463 U.S. 1207, 103 S.Ct. 3536, 77 L.Ed.2d 1387 (1983); In re American Medical Sys., 75 F.3d 1069, 1086 (6th Cir.1996) (concluding that district court reversed the proper burden of proof by asking defendants to show cause why the court should not certify the class).

The district court erred in its analysis in two distinct ways. First, it failed to consider how variations in state law affect predominance and superiority. Second, its predominance inquiry did not include consideration of how a trial on the merits would be conducted.

Each of these defects mandates reversal. Moreover, at this time, while the tort is immature, the class complaint must be dis *741 missed, as class certification cannot be found to be a superior method of adjudication. 13

A. Variations in State Law

Although rule 28(c)(1) requires that a class should be certified “as soon as practicable” and allows a court to certify a conditional class, it does not follow that the rule’s requirements are lessened when the class is conditional. As a sister circuit explained:

Conditional certification is not a means whereby the District Court can avoid deciding whether," at that time, the requirements of the Rule have been substantially met. The purpose of conditional certification is to preserve the Court’s power to revoke certification in those cases wherein the magnitude or complexity of the litigation may eventually reveal problems not theretofore apparent. But in this case the District Court seemed to brush aside one of the requirements of Rule 23(b)(3) by stating that at this time “analysis of the individual versus common questions would be for the Court to act as a seer.” However difficult it may have been for the District Court to decide whether common questions predominate over individual questions, it should not have sidestepped this preliminary requirement of the Rule by merely stating that the problem of indi-, vidual questions “lies far beyond the horizon in the realm of speculation.”

In re Hotel Tel. Charges, 500 F.2d 86, 90 (9th Cir.1974).

In a multi-state class action, variations in state law may swamp any common issues and defeat predominance. See Georgine v. Amchem Prods., 83 F.3d 610, 618 (3d Cir.1996) (decertifying class' because legal and factual differences in the plaintiffs’ claims “when exponentially magnified by choice of law considerations, eclipse any common issues in this case”); American Medical Sys., 75 F.3d at 1085 (granting mandamus in a multi-state products liability action, in part because “[t]he district court ... failed to consider how the law of negligence differs from jurisdiction to jurisdiction”).

Accordingly, a district court must consider how variations in state law affect predominance and superiority. Walsh v. Ford Motor Co., 807 F.2d 1000 (D.C.Cir.1986) (Ruth Bader Ginsburg, J.), cert. denied, 482 U.S. 915, 107 S.Ct. 3188, 96 L.Ed.2d 677 (1987). The Walsh court rejected the notion that a district court may defer considering variations in state law:

Appellees see the “which law” matter as academic. They say no variations in state warranty laws relevant to this case exist. A court cannot accept such an assertion “on faith.” Appellees, as class action proponents, must show that it is accurate. We have made no inquiry of our own on this score and, for the current purpose, simply note the general unstartling statement made in a leading treatise: “The Uniform Commercial Code is not uniform.”

Id. at 1016-17 (footnotes omitted).

A district court’s duty to determine whether the plaintiff has borne its burden on class certification requires that a court consider variations in state law when a class action involves multiple jurisdictions. “In order to make the findings required to certify a class action under Rule 23(b)(3) ... one must initially identify the substantive law issues which will control the outcome of the litigation.” Alabama v. Blue Bird Body Co., 573 F.2d 309, 316 (5th Cir.1978).

A requirement that a court know which law will apply before making a predominance determination is especially important when there may be differences in state law. See In re Rhone-Poulenc Rorer, Inc. (“Rhone-Poulenc ”), 51 F.3d 1293, 1299-1302 (7th Cir.) (mandamus) (comparing differing state pattern instructions on negligence and differing formulations of the meaning of negligence), cer t. denied, — U.S. -, 116 S.Ct. 184, 133 L.Ed.2d 122 (1995); In re *742 “Agent Orange” Prod. Liability Litig., 818 F.2d 145, 165 (2d Cir.1987) (noting possibility of differences in state products liability law), cert. denied, 484 U.S. 1004, 108 S.Ct. 695, 98 L.Ed.2d 647 (1988). Given the plaintiffs’ burden, a court cannot rely on assurances of counsel that any problems with predominance or superiority can be overcome. Windham v. American Brands, Inc., 565 F.2d 59, 70 (4th Cir.1977), cert. denied, 435 U.S. 968, 98 S.Ct. 1605, 56 L.Ed.2d 58 (1978).

The able opinion in School Asbestos demonstrates what is required from a district court when variations in state law exist. There, the court affirmed class certification, despite variations in state law, because:

To meet the problem of diversity in applicable state law, class plaintiffs have undertaken an extensive analysis of the variances in products liability among the jurisdictions. That review separates the law into four categories. Even assuming additional permutations and combinations, plaintiffs have made a creditable showing, which apparently satisfied the district court, that class certification does not present insuperable obstacles. Although we have some doubt on this score, the effort may nonetheless prove successful.

789 F.2d at 1010; see also Georgine, 83 F.3d at 627 & n. 13 (distinguishing School Asbestos because it involved few individualized questions, and class counsel had made a credible argument that the applicable law of the different states could be categorized into four patterns); Walsh, 807 F.2d at 1017 (holding that “nationwide class action mov-ants must creditably demonstrate, through an ‘extensive analysis’ of state law variances, ‘that class certification does not present insuperable obstacles’ ”).

A thorough review of the record demonstrates that, in this case, the district court did not properly consider how variations in state law affect predominance. The court acknowledged as much in its order granting class certification, for, in declining to make a choice of law determination, it noted that “[t]he parties have only briefly addressed the conflict of laws issue in this matter.” 160 F.R.D. at 554. Similarly, the court stated that “there has been no showing that the consumer protection statutes differ so much as to make individual issues predominate.” Id. 14

The district court’s review of state law variances can hardly be considered extensive; it conducted a cursory review of state law variations and gave short shrift to the defendants’ arguments concerning variations. In response to the defendants’ extensive analysis of how state law varied on fraud, products liability, affirmative defenses, negligent infliction of emotional distress, consumer protection statutes, and punitive damages, 15 the court examined a sample phase 1 *743 jury interrogatory and verdict form, a survey of medical monitoring decisions, a survey of consumer fraud class actions, and a survey of punitive damages law in the defendants’ home states. The court also relied on two district court opinions granting certification in multi-state class actions.

The district court’s consideration of state law variations was inadequate. The surveys provided by the plaintiffs failed to discuss, in any meaningful way, how the court could deal with variations in state law. The consumer fraud survey simply quoted a few state courts that had certified state class actions. The survey of punitive damages was limited to the defendants’ home states. Moreover, the two district court opinions on which the court relied did not support the proposition that variations in state law could be ignored. 16 Nothing in the record demonstrates that the court critically analyzed how variations in state law would affect predominance.

The court also failed to perform its duty to determine whether the class action would be manageable in light of state law variations. The court’s only discussion of manageability *744 is a citation to Jenkins and the claim that “[w]hile manageability of the liability issues in this case may well prove to be difficult, the Court finds that any such difficulties pale in comparison to the specter of thousands, if not millions, of similar trials of liability proceeding in thousands of courtrooms around the nation.” Id. at 555-56.

The problem with this approach is that it substitutes case-specific analysis with a generalized reference to Jenkins. The Jenkins court, however, was not faced with managing a novel claim involving eight causes of action, multiple jurisdictions, millions of plaintiffs, eight defendants, and over fifty years of alleged wrongful conduct. Instead, Jenkins involved only 893 personal injury asbestos cases, the law of only one state, and the prospect of trial occurring in only one district. Accordingly, for purposes of the instant case, Jenkins is largely inapposite.

In summary, whether the specter of millions of cases outweighs any manageability problems in this class is uncertain when the scope of any manageability problems is unknown. Absent considered judgment on the manageability of the class, a comparison to millions of individual trials is meaningless.

B. Predominance

The district court’s second error was that it failed to consider how the plaintiffs’ addiction claims would be tried, individually, or on a class basis. See 160 F.R.D. at 554. The district court, based on Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 177-78, 94 S.Ct. 2140, 2152-53, 40 L.Ed.2d 732 (1974), and Miller v. Mackey Int'l, 452 F.2d 424 (5th Cir.1971), believed that it could not go past the pleadings for the certification decision. The result was an incomplete and inadequate predominance inquiry.

The crux of the court’s error was that it misinterpreted Eisen and Miller. Neither case suggests that a court is limited to the pleadings when deciding on certification. Both, instead, stand for the unremarkable proposition that the strength of a plaintiffs claim should not affect the certification decision. In Eisen, the Court held that it was improper to make a preliminary inquiry into the merits of a case, determine that the plaintiff was likely to succeed, and consequently shift the cost of providing notice to the defendant. 417 U.S. at 177, 94 S.Ct. at 2152. In Miller, this court held that a district court could not deny certification based on its belief that the plaintiff could not prevail on the merits. 452 F.2d at 427.

A district court certainly may look past the pleadings to determine whether the requirements of rule 23 have been met. 17 Going beyond the pleadings is necessary, as a court must understand the claims, defenses, relevant facts, and applicable substantive law in order to make a meaningful determination of the certification issues. See Manual FOR Complex Litigation § 30.11 (3d ed. 1995).

The district court’s predominance inquiry demonstrates why such an understanding is necessary. The premise of the court’s opinion is a citation to Jenkins and a conclusion that class treatment of common issues would significantly advance the individual trials. *745 Absent knowledge of how addietion-as-injury cases would actually be tried, however, it was impossible for the court to know whether the common issues would be a “significant” portion of the individual trials. The court just assumed that because the common issues would play a part in every trial, they must be significant. 18 The court’s synthesis of Jenkins and Eisen would write the predominance requirement out of the rule, and any common issue would predominate if it were common to all the individual trials. 19

The court’s treatment of the fraud claim also demonstrates the error inherent in its approach. 20 According to both the advisory committee’s notes to Rule 23(b)(3) and this court’s decision in Simon v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 482 F.2d 880 (5th Cir.1973), a fraud class action cannot be certified when individual reliance will be an issue. The district court avoided the reach of this court’s decision in Simon by an erroneous reading of Eisen; the court refused to consider whether reliance would be an issue in individual trials.

The problem with the district court’s approach is that after the class trial, it might have decided that reliance must be proven in individual trials. The court then would have been faced with the difficult choice of decerti-fying the class after phase 1 and wasting judicial resources, or continuing with a class action that would have failed the predominance requirement of rule 23(b)(3). 21

*746 III.

In addition to the reasons given above, regarding the district court’s procedural errors, this class must be decertified because it independently fails the superiority requirement of rule 23(b)(3). In the context of mass tort class actions, certification dramatically affects the stakes for defendants. Class certification magnifies and strengthens the number of unmeritorious claims. Agent Orange, 818 F.2d at 165-66. Aggregation of claims also makes it more likely that a defendant will be found liable and results in significantly higher damage awards. MaNual por Complex Litigation § 33.26 n. 1056; Kenneth S. Bordens and Irwin A. Horowitz, Mass Tort Civil Litigation: The Impact of Procedural Changes on Jury Decisions, 73 JudicatüRE 22 (-1989).

In addition to skewing trial outcomes, class certification creates insurmountable pressure on defendants to settle, whereas individual trials would not. See Peter H. Schuck, Mass Torts: An Institutional Evolutionist Perspective, 80 CORNELL L.Rev. 941, 958 (1995). The risk of facing an all-or-nothing verdict presents too high a risk, even when the probability of an adverse judgment is low. Rhone-Poulenc, 51 F.3d at 1298. These settlements have been referred to as judicial blackmail. 22

It is no surprise then, that historically, certification of mass tort litigation classes has been disfavored. 23 The traditional concern *747 over the rights of defendants in mass tort class actions is magnified in the instant case. Our specific concern is that a mass tort cannot be properly certified without a prior track record of trials from which the district court can draw the information necessary to make the predominance and superiority analysis required by rule 23. This is because certification of an immature tort results in a higher than normal risk that the class action may not be superior to individual adjudication.

We first address the district court’s superiority analysis. The court acknowledged the extensive manageability problems with this class. Such problems include difficult choice of law determinations, subclassing of eight claims with variations in state law, Erie guesses, notice to millions of class members, further subclassing to take account of transient plaintiffs, and the difficult procedure for determining who is nicotine-dependent. Cases with far fewer manageability problems have given courts pause. See, e.g., Georgine, 83 F.3d at 632; In re Hotel Tel., 500 F.2d at 90.

The district court’s rationale for certification in spite of such problems — i.e., that a class trial would preserve judicial resources in the millions of inevitable individual trials— is based on pure speculation. Not every mass tort is asbestos, and not every mass tort will result in the same judicial crises. 24 The judicial crisis to which the district court referred is only theoretical.

What the district court failed to consider, and what no court can determine at this time, is the very real possibility that the judicial crisis may fail to materialize. 25 The plain *748 tiffs’ claims are based on a new theory of liability and the existence of new evidence. Until plaintiffs decide to file individual claims, a court cannot, from the existence of injury, presume that all or even any plaintiffs will pursue legal remedies. 26 Nor can a court make a superiority determination based on such speculation. American Medical Sys., 75 F.3d at 1085 (opining that superiority is lacking where judicial management crisis does not exist and individual trials are possible).

Severe manageability problems and the lack of a judicial crisis are not the only reasons why superiority is lacking. The most compelling rationale for finding superiority in a class action — the existence of a negative value suit — is missing in this case. Accord Phillips Petroleum Co. v. Shutts, 472 U.S. 797, 809, 105 S.Ct. 2965, 2973, 86 L.Ed.2d 628 (1985); Rhone-Poulenc, 51 F.3d at 1299.

As he stated in the record, plaintiffs’ counsel in this ease has promised to inundate the courts with individual claims if class certification is denied. Independently of the reliability of this self-serving promise, there is reason to believe that individual suits are feasible. First, individual damage claims are high, and punitive damages are available in most states. The expense of litigation does not necessarily turn this ease into a negative value suit, in part because the prevailing party may recover attorneys’ fees under many consumer protection statutes. See Boggs v. Alto Trailer Sales, 511 F.2d 114, 118 (5th Cir.1975) (acknowledging that the availability of attorneys’ fees is a common basis for finding non-superiority).

In a ease such as this one, where each plaintiff may receive a large award, and fee shifting often is available, we find Chief Judge Posner’s analysis of superiority to be persuasive:

For this consensus or maturing of judgment the district judge proposes to substitute a single trial before a single jury.... One jury ... will hold the fate of an industry in the palm of its hand.... That kind of thing can happen in our system of civil justice.... But it need not be tolerated when the alternative exists of submitting an issue to multiple juries constituting in the aggregate a much larger and more diverse sample of decision-makers. That would not be a feasible option if the stakes to each class member were too slight to repay the cost of suit.... But this is not the case.... Each plaintiff if successful is apt to receive a judgment in the millions. With the aggregate stakes in the tens or hundreds of millions of dollars, or even in the billions, it is not a waste of judicial resources to conduct more than one trial, before more than six jurors, to determine whether a major segment of the international pharmaceutical industry is to follow the asbestos manufacturers into Chapter 11.

Rhone-Poulenc, 51 F.3d at 1300. So too here, we cannot say that it would be a waste to allow individual trials to proceed, before a district court engages in the complicated predominance and superiority analysis necessary to certify a class.

Fairness may demand that mass torts with few prior verdicts or judgments be litigated first in smaller units — even single-plaintiff, single-defendant trials — until general causation, typical injuries, and levels of damages become established. Thus, “mature” mass torts like asbestos or Daikon Shield may call for procedures that are not appropriate for incipient mass tort eases, such as those involving injuries arising *749 from new products, chemical substances, or pharmaceuticals.

Manual foe Complex Litigation § 38.26.

The remaining rationale for superiority— judicial efficiency 27 — is also lacking. In the context of an immature tort, any savings in judicial resources is speculative, and any imagined savings would be overwhelmed by the procedural problems that certification of a sui generis cause of action brings with it.

Even assuming arguendo that the tort system will see many more addiction-as-injury claims, a conclusion that certification will save judicial resources is premature at this stage of the litigation. Take for example the district court’s plan to divide core liability from other issues such as comparative negligence and reliance. The assumption is that after a class verdict, the common issues will not be a part of follow-up trials. The court has no basis for that assumption.

It may be that comparative negligence will be raised in the individual trials, and the evidence presented at the class trial will have to be repeated. The same may be true for reliance. 28 The net result may be a waste, not a savings, in judicial resources. Only after the courts have more experience with this type of case can a court certify issues in a way that preserves judicial resources. See Jenkins, 782 F.2d 468 (certifying state of the art defense because experience had demonstrated that judicial resources could be saved by certification).

Even assuming that certification at this time would result in judicial efficiencies in individual trials, certification of an immature tort brings with it unique problems that may consume more judicial resources than certification will save. These problems are not speculative; the district court faced, and ignored, many of the problems that immature torts can cause.

The primary procedural difficulty created by immature torts is the inherent difficulty a district court will have in determining whether the requirements of rule 23 have been met. We have already identified a number of defects with the district court’s predominance and manageability inquires, defects that will continue to exist on remand because of the unique nature of the plaintiffs’ claim.

The district court’s predominance inquiry, or lack of it, squarely presents the problems associated with certification of immature torts. Determining whether the common issues are a “significant” part of each individual case has an abstract quality to it when no court in this country has ever tried an injury-as-addiction claim. As the plaintiffs admitted to the district court, “we don’t have the learning curb [sic] that is necessary to say to Your Honor ‘this is precisely how this case can be tried and that will not run afoul of the teachings of the 5th Circuit.’ ”

Yet, an accurate finding on predominance is necessary before the court can certify a class. It may turn out that the defendant’s conduct, while common, is a minor part of each trial. Premature certification deprives the defendant of the opportunity to present that argument to any court and risks decerti-fication after considerable resources have been expended.

The court’s analysis of reliance also demonstrates the potential judicial inefficiencies in immature tort class actions. Individual trials will determine whether individual reliance will be an issue. Rather than guess that reliance may be inferred, a district court should base its determination that individual reliance does not predominate on the wisdom of such individual trials. The risk that a district court will make the wrong guess, that the parties will engage in years of litigation, and that the class ultimately will be decerti-fied (because reliance predominates over common issues) prevents this class action from being a superior method of adjudication.

The complexity of the choice of law inquiry also makes individual adjudication superior *750 to class treatment. The plaintiffs have asserted eight theories of liability from every state. Prior to certification, the district court must determine whether variations in state law defeat predominance. While the task may not be impossible, its complexity certainly makes individual trials a more attractive alternative and, ipso facto, renders class treatment not superior. See Georgine, 83 F.3d at 634 (recommending that Congress solve the problems inherent in multi-state class actions by federalizing choice of law rules, but rejecting, such legislation when it masquerades as judicial innovation).

Through individual adjudication, the plaintiffs can winnow their claims to the strongest causes of action. 29 The result will be an easier choice of law inquiry and a less complicated predominance inquiry. State courts can address the more novel of the plaintiffs’ claims, making the federal court’s Erie guesses less complicated. It is far more desirable to allow state courts to apply and develop their own law than to have a federal court apply “a kind of Esperanto [jury] instruction.” Rhone-Poulenc, 51 F.3d at 1300; MaNual for Complex Litigation § 33.26 (discussing the full cycle of litigation necessary for a tort to mature).

The full development of trials in every state will make subclassing an easier process. The result of allowing individual trials to proceed is a more accurate determination of predominance. We have already seen the result of certifying this class without individual adjudications, and we are not alone in expressing .discomfort with a district court’s certification of a novel theory. See Rhone-Poulenc, 51 F.3d at 1300.

Another factor weighing heavily in favor of individual trials is the risk that in order to make this class action manageable, the court will be forced to bifurcate issues in violation of the Seventh Amendment. This class action is permeated with individual issues, such as proximate causation, comparative negligence, reliance, and compensatory damages. In order to manage so many individual issues, the district court proposed to empanel a class jury to adjudicate common issues. A second jury, or a number of “second” juries, will pass on the individual issues, either on a case-by-case basis or through group trials of individual plaintiffs.

The Seventh Amendment entitles parties to have fact issues decided by one jury, and prohibits a second jury from reexamining those facts and issues. 30 Thus, Constitution allows bifurcation of issues that are so separable that the second jury will not be called upon to reconsider findings of fact by the first:

[T]his Court has cautioned that separation of issues is not the usual course that should be followed, and that the issue to be tried must be so distinct and separable from the others that a trial of it alone may be had without injustice. This limitation on the use of bifurcation is a recognition of the fact that inherent in the Seventh Amendment guarantee of a trial by jury is the general right of a litigant to have only one jury pass on a common issue of fact. The Supreme Court recognized this principle in Gasoline Products [Co., Inc. v. Champlin Refining Co., 283 U.S. 494, 51 S.Ct. 513, 75 L.Ed. 1188 (1931) ].... The Court explained ... that a partial new trial may not be “properly resorted to unless it clearly appears that the issue to be retried is so distinct and separable from the others that a trial of it alone may be had without injustice.” Such a rule is dictated for the very practical reason that if separate juries are allowed to pass on issues involving overlapping legal and factual questions the *751 verdicts rendered by each jury could be inconsistent.

Alabama v. Blue Bird Body Co., 573 F.2d 309, 318 (5th Cir.1978) (citations and footnotes omitted).

The Seventh Circuit recently addressed Seventh Amendment limitations to bifurcation. In Rhone-Poulenc, 51 F.3d at 1302-03, Chief Judge Posner described the constitutional limitation as one requiring a court to “carve at the joint” in such a way so that the same issue is not reexamined by different juries. “The right to a jury trial ... is a right to have juriable issues determined by the first jury impaneled to hear them (provided there are no errors warranting a new trial), and not reexamined by another finder of fact.” Id. at 1303.

Severing a defendant’s conduct from comparative negligence results in the type of risk that our court forbade in Blue Bird. Comparative negligence, by definition, requires a comparison between the defendant’s and the plaintiffs conduct. Rhone-Poulenc, 51 F.3d at 1303 (“Comparative negligence entails, as the name implies, a comparison of the degree of negligence of plaintiff and defendant.”). At a bare minimum, a second jury will rehear evidence of the defendant’s conduct. There is a risk that in apportioning fault, the second jury could reevaluate the defendant’s fault, determine that the defendant was not at fault, and apportion 100% of the fault to the plaintiff. In such a situation, the second jury would be impermissibly reconsidering the findings of a first jury. The risk of such reevaluation is so great that class treatment can hardly be said to be superior to individual adjudication. 31

The plaintiffs’ final retort is that individual trials are inadequate because time is running out for many of the plaintiffs. 32 They point out that prior litigation against the tobacco companies has taken up to ten years to wind through the legal system. While a compelling rhetorical argument, it is ultimately inconsistent with the plaintiffs’ own arguments and ignores the realities of the legal system. First, the plaintiffs’ reliance on prior personal injury cases is unpersuasive, as they admit that they have new evidence and are pursuing a claim entirely different from that of past plaintiffs.

Second, the plaintiffs’ claim that time is running out ignores the reality of the class action device. In a complicated case involving multiple jurisdictions, the conflict of law question itself could take decades to work its way through the courts. 33 Once that issue has been resolved, discovery, subclassing, and ultimately the class trial would take place. Next would come the appellate process. After the class trial, the individual trials and appeals on comparative negligence and damages would have to take place. The net result could be that the class action device would lengthen, not shorten, the time it takes for the plaintiffs to reach final judgment.

*752 IV.

The district court abused its discretion by ignoring variations in state law and how a trial on the alleged causes of action would be tried. Those errors cannot be corrected on remand because of the novelty of the plaintiffs’ claims. Accordingly, class treatment is not superior to individual adjudication.

We have once before stated that “traditional ways of proceeding reflect far more than habit. They reflect the very culture of the jury trial....” In re Fibreboard Corp., 893 F.2d 706, 711 (5th Cir.1990). The collective wisdom of individual juries is necessary before this court commits the fate of an entire industry or, indeed, the fate of a class of millions, to a single jury. For the forgoing reasons, we REVERSE and REMAND with instructions that the district court dismiss the class complaint.

OPINION AND ORDER

The record before us suggests that more than a million women have received silicone gel breast implants. Since the Food and Drug Administration held highly publicized hearings a few months ago about the safety of this product, a rush to the courthouse has ensued, although some litigation concerning the product has periodically been filed in the federal courts in the last several years.

This litigation presently consists of the 78 actions listed on the following Schedule A 1 and pending in 33 federal districts as follows:

*1099 Middle District of Florida 11 actions

Northern District of California 8 actions

District of Colorado 7 actions

Southern District of New York 7 actions

Southern District of Ohio 4 actions

Western District of Oklahoma 4 actions

Eastern District of New York 3 actions

Central District of California 2 actions

Northern District of Florida 2 actions

District of Maryland 2 actions

Eastern District of Michigan 2 actions

District of Minnesota 2 actions

District of New Mexico 2 actions

District of South Carolina 2 actions

Western District of Washington 2 actions

Southern District of Florida 1 action

Middle District of Georgia 1 action

Northern District of Georgia 1 action

District of Hawaii 1 action

Northern District of Illinois 1 action

Southern District of Indiana 1 action

District of Kansas 1 action

District of Montana 1 action

District of New Jersey 1 action

District of Oregon 1 action

Eastern District of Pennsylvania 1 action

Western District of Pennsylvania 1 action

Western District of Texas 1 action

Southern District of Texas 1 action

District of Utah 1 action

Eastern District of Virginia 1 action

Southern District of West Virginia 1 action

Eastern District of Wisconsin 1 action

Before the Panel are four separate motions pursuant to 28 U.S.C. § 1407: 1) motion of plaintiffs in three Northern District of California actions to centralize all actions in the Northern District of California or any other appropriate transferee forum (these plaintiffs now favor centralization in the Southern District of Ohio); 2) motion of plaintiffs in one Northern District of California action to centralize all actions in that district; 3) motion of plaintiffs in seven actions to centralize all actions in either the Northern District of California or the District of Kansas; and 4) motion of plaintiffs in the Eastern District of Virginia action (Schia- vone) to centralize in that district the medical monitoring claims that are presented in seven purported class actions. 2

The overwhelming majority of the more than 200 responses received by the Panel supports transfer. The major issue presented in the responses is selection of the transferee forum, with two large groups of parties aligned in favor of opposing views. The first large group of parties favors selection of either the Northern District of California (Judge Thelton E. Henderson or Judge Marilyn H. Patel) or the District of Kansas (Judge Patrick F. Kelly). This group includes 1) plaintiffs in at least 65 of the 78 actions before the Panel; 2) plaintiffs in at least 69 potential tag-along actions; and 3) approximately 250 attorneys who are purportedly investigating claims of more than 2,000 potential plaintiffs. The second large group of parties favors selection of the Southern District of Ohio (Judge Carl B. Rubin). This group includes 1) plaintiffs in nine of the 78 actions before the Panel; 2) plaintiffs in at least nine potential tag-along actions; 3) approximately 75 law firms that purport to represent approximately 4,000 actual and potential plaintiffs; and 4) sixteen defendants, including major silicone gel breast implant manufacturers Dow Corning Corporation (Dow Corning), Baxter Healthcare Corporation, McGhan Medical Corporation (McGhan), Bristol-Meyers Squibb Company and Mentor Corporation (Mentor).

Miscellaneous responses received by the Panel include i) opposition of plaintiff in one Colorado action to transfer of her action (Reid), ii) opposition of defendant General Electric Company to transfer of the four actions in which it is a party, iii) opposition of plaintiffs in four potential tag-along actions to transfer of their actions, and iv) support of plaintiffs in one action for the motion of the Schiavone plaintiffs.

On the basis of the papers filed and the hearing held, the Panel finds that the actions in this litigation involve common questions of fact and that centralization under Section 1407 in the Northern District *1100 of Alabama before Chief Judge Sam C. Pointer, Jr., will best serve the convenience of the parties and witnesses and promote the just and efficient conduct of this litigation. The actions present complex common questions of fact, as nearly all responding parties have acknowledged, on the issue of liability for allegedly defective silicone gel breast implants. Centralization under Section 1407 is thus necessary in order to avoid duplication of discovery, prevent inconsistent pretrial rulings, and conserve the resources of the parties, their counsel .and the judiciary.

We are not persuaded by various parties’ requests for exclusion of certain actions or claims or for creation of a separate multidistrict litigation to handle medical monitoring claims. We point out that transfer under Section 1407 has the salutary effect of placing all actions in this docket before a single judge who can formulate a pretrial program that: 1) allows discovery with respect to any non-common issues to proceed concurrently with discovery on common issues, In re Multi-Piece Rim Products Liability Litigation, 464 F.Supp. 969, 974 (J.P.M.L. 1979); and 2) ensures that pretrial proceedings will be conducted in a manner leading to the just and expeditious resolution of all actions to the overall benefit of the parties. It may be, on further refinement of the issues and close scrutiny by the transferee judge, that some claims or actions can be remanded in advance of the other actions in the transferee district. But we are unwilling, on the basis of the record before us, to make such a determination at this time. Should the transferee judge deem remand of any claims or actions appropriate, procedures are available whereby this may be accomplished with a minimum of delay. See Rule 14, R.P.J.P.M.L., 120 F.R.D. 251, 259-61 (1988).

Selection of the transferee court and judge for this litigation has been a challenging task. The parties’ arguments in their briefs and at the Panel hearing in this matter have focused primarily on the relative merits of the suggested California and Ohio forums. Proponents of the California forum stress that i) both Judge Henderson and Judge Patel have tried breast implant actions and are thus very familiar with the issues raised in this docket, ii) several implant manufacturers, including McGhan and Mentor, have their principal places of business in California, and iii) California is presumptively the state with the largest number of actual and potential claimants in the breast implant litigation. Meanwhile, proponents of the Ohio forum emphasize Judge Rubin’s familiarity with the litigation, gained by presiding over the consolidated breast implant action {Dante) in his district since January 1992. During that time, Judge Rubin has conditionally certified a nationwide, opt-out class of breast implant recipients; established a document depository; appointed a Plaintiffs’ Lead Counsel Committee consisting of seven members; scheduled trial on common issues for June 1993; and initiated the dissemination of notice to class members.

We observe that either the Northern District of California or the Southern District of Ohio could be an appropriate forum for this docket and certainly the judges referred to are experienced and well-qualified to handle this litigation. We are troubled, however, by the volume and tone of the negative arguments with which opposing counsel have sought to denigrate each other’s forum choices, litigation strategies and underlying motives. A brief recitation of a few of these arguments sufficiently conveys their flavor. For example, various parties argue that 1) parties in the Ohio forum have engendered a flurry of pretrial activity in an effort to dictate our decision on selection of the transferee court; 2) the class in the Southern District of Ohio was certified in a precipitous fashion, without according adequate notice or opportunity to be heard to interested parties nationwide; 3) defendants oppose the California forum only because the two trials there resulted in substantial verdicts against one of them; and 4) the plaintiffs who favor the California forum are forum shopping for a judge who has tried a breast implant action in which plaintiffs prevailed.

Essentially, these arguments are fueled by an acrimonious dispute among counsel, *1101 relating to control of the litigation as well as to how it should proceed (class versus individual treatment). It is neither our function nor our inclination to take sides in this dispute. But we are indeed persuaded that the level of acrimony has caused the parties and counsel on each side to harbor a perception that they would be unfairly affected by selection of any of the suggested forums. This perception of “unfairness” is unwarranted, because this Panel believes that all of the federal judges involved in these 78 actions would conduct these proceedings in a fair and impartial manner. Nevertheless, we recognize that in a mega-tort docket of this nature, involving claimants who may be experiencing litigation for the first time, such a perception could become a dark cloud over these proceedings and threaten their just and efficient conduct.

In light of these considerations, we have determined to look beyond the preferences of the parties in our search for a transferee judge with the ability and temperament to steer this complex litigation on a steady course that will be sensitive to the concerns of all parties. Because no single location stands out as the geographic focal point for this nationwide docket, the scope of our search embraced the universe of federal district judges. By selecting Chief Judge Pointer, a former member of our Panel, Chairman of the Board of Editors of the Manual for Complex Litigation, Chairman of the Judicial Conference’s Advisory Committee on Civil Rules, and an experienced multidistrict transferee judge, we are confident that we are entrusting this important and challenging assignment to a distinguished jurist. We urge all parties and counsel to work cooperatively with one another and with Judge Pointer toward the goal of a just, efficient and expeditious resolution of the litigation.

IT IS THEREFORE ORDERED that, pursuant to 28 U.S.C. § 1407, the actions listed on the following Schedule A be, and the same hereby are, transferred to the Northern District of Alabama and, with the consent of that court, assigned to the Honorable Sam C. Pointer, Jr., for coordinated or consolidated pretrial proceedings.

SCHEDULE A

MDL-926 — In re Silicone Gel Breast Implants Products Liability Litigation

Northern District of California

Elizabeth Wires v. Surgitek, et al., C.A. No. C-91-2132-JPV

Theresa Ramirez v. Dow Corning Corp., et al., C.A. No. C-92-0354-EFL-ARB

Sharon DeForest, et al. v. Dow Corning Corp., et al., C.A. No. C-92-0376-FMS-ENE

Nancy Ann Colagiovanni, etc. v. Surgitek, Inc., et al., C.A. No. C-92-0473-WHO

Loretta Patterson, et al. v. Coopersurgical Inc., et al., C.A. No. C-92-0662-SAW

Martha Luce, etc. v. Dow Corning Corp., et al., C.A. No. C-92-0732-EFL

Harriet Schnapper, etc. v. McGhan Medical Corp., et al., C.A. No. C-92-0733-BAC

Tamara Callas, et al. v. The Dow Chemical Co., et al., C.A. No. C-92-0793-SC

Central District of California

Rebecca Flattman, et al. v. Dow Corning Corp., et al., C.A. No. CV-92-1186-SVW

Christine House, et al. v. Dow Corning Wright, et al., C.A. No. CV-92-1547-WMB

District of Colorado

Karen Reid v. Dow Corning Corp., C.A. No. 90-S-1978

JoAnn Roberts, et al. v. Baxter Healthcare Corp., et al., C.A. No. 91-S-923

Robin Skinner v. INAMED Corp., et al., C.A. No. 91-S-2065

Judy Stoughton v. McGhan Medical Corp., et al., C.A. No. 91-S-2066

Lynda Roth v. Mentor Corp., et al., C.A. No. 92-414

Diana Hinton, et al. v. Baxter Healthcare Corp., et al., C.A. No. 92-415

Valerie Sommers, et al. v. Bristol-Myers/Squibb Co., et al., C.A. No. 92-416

*1102 Middle District of Florida

Carolyn Repetta v. Dow Corning Corp., et al., C.A. No. 90-1360-Civ-T-21

Mary Louise Smith, et al. v. Dow Corning Corp., et al., C.A. No. 90-1361-Civ-T-22C

Janice Buck v. Baxter Healthcare Corp., C.A. No. 90-1379-Civ-T-17

Judy Taylor, et al. v. Medical Engineering Corp. a/k/a Surgitek, C.A. No. 90-1408-Civ-T-10A

Santina (“Tina") Otis, et al. v. Dow Corning Corp., et al., C.A. No. 90-1562-Civ-T-21A

Sharon Fullerton, et al. v. McGhan Medical Corp., et al., C.A. No. 91-460-Civ-T-17B

Lori J. Phillips, et al. v. Surgitek-Medical Engineering Corp., C.A. No. 91-1043-Civ-T-21B

Patricia Bingamon v. Medical Engineering Corp. a/k/a Surgitek, C.A. No. 91-1108-Civ-T-17C

Patricia Esper, et al. v. McGhan Medical Corp., et al., C.A. No. 91-1117-Civ-T-22B

Helene Williams, et al. v. Minnesota Mining and Manufacturing Co., et al., C.A. No. 92-166-Civ-T-22B

Dorothy Keeney, et al. v. Minnesota Mining and Manufacturing Co., et al., C.A. No. 92-215-Civ-T-17C

Northern District of Florida

Sue Carol Hood, et al. v. Dow Corning Corp., C.A. No. 92-30061-RV

Mary Joan Gardner, et al. v. Dow Corning Wright Corp., et al., C.A. No. 92-30090-RV

Southern District of Florida

Tina Marie Pachivas v. McGhan Medical Corp., et al., C.A. No. 92-0572

Middle District of Georgia

Sylvia Wilson, et al. v. Surgitek, Inc., et al., C.A. No. 92-03-THOM

Northern District of Georgia

Debra Crouch v. Surgitek, Inc., et al., C.A. No. 92-CV-108-HTW

District of Hawaii

Heather Castellanos v. Surgitek-Medical Engineering Corp., C.A. No. 92-00031-DAE

Northern District of Illinois

Inez Barnett, et al. v. Bristol-Myers/Squibb, et al., C.A. No. 92-C-895

Southern District of Indiana

Beverly J. Shoun, et al. v. Dow Corning Wright, et al., C.A. No. IP92-285-C

District of Kansas

Cynthia Steward, et al. v. Dow Corning Corp., et al., C.A. No. 92-1105-K

District of Maryland

Lugene Yarbrough v. Dow Corning Corp., C.A. No. MJG-91-2964

Billie Rae Terrones v. Dow Corning Corp., C.A. No. S92-345

Eastern District of Michigan

Mickii Carter, et al. v. Dow Corning Corp., C.A. No. 92-CV-10016-BC

Denise Heinze, et al. v. Dow Corning Corp., et al., 92-CV-70920-DT

District of Minnesota

Caroline Bromm v. Dow Corning Wright, et al., C.A. No. 4-92-Civ-210

Darlene Ngo v. Dow Corning, C.A. No. 92-CV-00113

District of Montana

Julie Goodroad v. Mentor Corp., et al., C.A. No. CV-92-001-GF-PGH

District of New Jersey

Marianne Rullo v. Dow Corning Wright, et al., C.A. No. 92-1189(JCL)

District of New Mexico

Victoria Holt v. McGhan Medical Corp., C.A. No. Civ-92-0190-JB

Janet Peele v. Dow Corning Corp., C.A. No. Civ-92-0193-SC

Eastern District of New York

Stanley Drucker, et al. v. Dow Corning Corp., C.A. No. 91-Civ-2114

Marita Swirski, et al. v. Dow Corning Wright, et al., C.A. No. CV-92-0972

Violet W. Kennedy, et al. v. Dow Corning Wright, et al., C.A. No. CV-92-0973

*1103 Southern District of New York

Sandra K. Richman, et al. v. Dow Corning Corp., C.A. No. 90-Civ-5325

Antoinette Facchini, et al. v. Profiles & Contours, Inc., et al., C.A. No. 91-CV-3755(MSC)

Toni J. Cagle, et al. v. The Cooper Companies, Inc., et al., C.A. No. 91-CV-7828(KC)

Rebecca O. Crenshaw, et al. v. The Cooper Companies, Inc., et al., C.A. No. 92-CV-1099(MGC)

Linda K. Chance v. The Cooper Companies, Inc., et al., C.A. No. 92-CV-1650

Didi Kirschner, et al. v. Dow Corning Corp., et al., C.A. No. 92-CV-1741

Jo Ann Racaniello, et al. v. Dow Corning Corp., et al., C.A. No. 91-CV-7742

Southern District of Ohio

Brenda Brandenburg, et al. v. Dow Corning Corp., et al., C.A. No. C-1-91-0326

Marilyn Seckler, etc. v. Dow Corning Corp., et al., C.A. No. C-1-92-064

Donna Dante, et al. v. Dow Corning Corp., et al., C.A. No. C-1-92-057

Becky Percifull, et al. v. Dow Corning Corp., et al., C.A. No. C-1-92-260

Western District of Oklahoma

Denise Andree v. Medical Engineering Corp. d/b/a Surgitek, et al., C.A. No. Civ-91-2143-T

Linda L. Fender v. Dow Corning Wright Corp., C.A. No. Civ-91-388-W

Paula Norwood, et al. v. Medical Engineering Corp. d/b/a Surgitek, et al., C.A. No. Civ-91-1689-W

Maggie L. Cook v. Dow Corning Wright Corp., C.A. No. Civ-92-397-A

District of Oregon

Leaann Hall v. Heyer Schulte Corp. of Santa Barbara, C.A. No. 92-182

Eastern District of Pennsylvania

M.S. Boyer, etc. v. Medical Engineering Corp., et al., C.A. No. 92-CV-0570

Western District of Pennsylvania

Lisa M. Kyzer, etc. v. Dow Corning Corp., C.A. No. 92-0366

District of South Carolina

Debbie Droz, et al. v. Dow Corning Corp., et al., C.A. No. 2-92-0677-18

Connie Strickland v. Bristol-Myers/ Squibb, et al., C.A. No. 4-91-3617-2

Western District of Texas

Marilyn S. Jennings v. The Cooper Companies, Inc., et al., C.A. No. W-91-CA-321

Southern District of Texas

Holly Galando v. Dow Corning Corp., et al., C.A. No. 8-92-792

District of Utah

Lori Campbell Gee v. Surgitek, et al., C.A. No. 91-C-704- G

Eastern District of Virginia

Mary Schiavone, et al. v. Dow Corning Corp., C.A. No. 92-225-A

Southern District of West Virginia

Phyllis J. Lane, et al. v. McGhan Medical Corp., C.A. No. 2:92-0206

Western District of Washington

Cynthia R. Malmlov v. Corning Inc., C.A. No. C-92-56

Sunny Powell-Naumann, et al. v. Heyer Schulte Corp., et al., C.A. No. C-92-5096

Eastern District of Wisconsin

Sharon Lea Busse, et al. v. Dow Corning Corp., et al., C.A. No. 92-0277

*597Justice Ginsburg

delivered the opinion of the Court.

This ease concerns the legitimacy under Rule 23 of the Federal Rules of Civil Procedure of a class-action certification sought to achieve global settlement of current and future asbestos-related claims. The class proposed for certification potentially encompasses hundreds of thousands, perhaps millions, of individuals tied together by this commonality: Each was, or some day may be, adversely affected by past exposure to asbestos products manufactured by one or more of 20 companies. Those companies, defendants in the lower courts, are petitioners here.

The United States District Court for the Eastern District of Pennsylvania certified the class for settlement only, finding that the proposed settlement was fair and that representation and notice had been adequate. That court enjoined class members from separately pursuing asbestos-related personal-injury suits in any court, federal or state, pending the issuance of a final order. The Court of Appeals for the Third Circuit vacated the District Court’s orders, holding that the class certification failed to satisfy Rule 23’s requirements in several critical respects. We affirm the Court of Appeals’ judgment.

I

A

The settlement-class certification we confront evolved in response to an asbestos-litigation crisis. See Georgine v. Amchem Products, Inc., 83 F. 3d 610, 618, and n. 2 (CA3 1996) (citing commentary). A United States Judicial Con*598ference Ad Hoc Committee on Asbestos Litigation, appointed by The Chief Justice in September 1990, described facets of the problem in a 1991 report:

“[This] is a tale of danger known in the 1930s, exposure inflicted upon millions of Americans in the 1940s and 1950s, injuries that began to take their toll in the 1960s, and a flood of lawsuits beginning in the 1970s. On the basis of past and current filing data, and because of a latency period that may last as long as 40 years for some asbestos related diseases, a continuing stream of claims can be expected. The final toll of asbestos related injuries is unknown. Predictions have been made of 200,000 asbestos disease deaths before the year 2000 and as many as 265,000 by the year 2015.

. “The most objectionable aspects of asbestos litigation can be briefly summarized: dockets in both federal and state courts continue to grow; long delays are routine; trials are too long; the same issues are litigated over and over; transaction costs exceed the victims’ recovery by nearly two to one; exhaustion of assets threatens and distorts the process; and future claimants may lose altogether.” Report of The Judicial Conference Ad Hoc Committee on Asbestos Litigation 2-3 (Mar. 1991).

Real reform, the report concluded, required federal legislation creating a national asbestos dispute-resolution scheme. See id., at 3, 27-35; see also id., at 42 (dissenting statement of Hogan, J.) (agreeing that “a national solution is the only answer” and suggesting “passage by Congress of an administrative claims procedure similar to the Black Lung legislation”). As recommended by the Ad Hoc Committee, the Judicial Conference of the United States urged Congress to act. See Report of the Proceedings of the Judicial Conference of the United States 33 (Mar. 12, 1991). To this date, no congressional response has emerged.

*599In the face of legislative inaction, the federal courts — lacking authority to replace state tort systems with a national toxic tort compensation regime — endeavored to work with the procedural tools available to improve management of federal asbestos litigation. Eight federal judges, experienced in the superintendence of asbestos cases, urged the Judicial Panel on Multidistrict Litigation (MDL Panel), to consolidate in a single district all asbestos complaints then pending in federal courts. Accepting the recommendation, the MDL Panel transferred all asbestos cases then filed, but not yet on trial in federal courts to a single district, the United States District Court for the Eastern District of Pennsylvania; pursuant to the transfer order, the collected cases were consolidated for pretrial proceedings before Judge Weiner. See In re Asbestos Products Liability Litigation (No. VI), 771 F. Supp. 415, 422-424 (JPML 1991).1 The order aggregated pending cases only; no authority resides in the MDL Panel to license for consolidated proceedings claims not yet filed.

B

After the consolidation, attorneys for plaintiffs and defendants formed separate steering committees and began settlement negotiations. Ronald L. Motley and Gene Locks — later appointed, along with Motley’s law partner Joseph F. Rice, to represent the plaintiff class in this action— cochaired the Plaintiffs’ Steering Committee. Counsel for the .Center for Claims Resolution (CCR), the consortium of *60020 former asbestos manufacturers now before us as petitioners, participated in the Defendants’ Steering Committee.2 Although the MDL Panel order collected, transferred, and consolidated only cases already commenced in federal courts, settlement negotiations included efforts to find a “means of resolving ... future cases.” Record, Doc. 3, p. 2 (Memorandum in Support of Joint Motion for Conditional Class Certification); see also Georgine v. Amchem Products, Inc., 157 F. R. D. 246, 266 (ED Pa. 1994) (“primary purpose of the settlement talks in the consolidated MDL litigatidn was to craft a national settlement that would provide an alternative resolution mechanism for asbestos claims,” including claims that might be filed in the future).

In November 1991, the Defendants’ Steering Committee made an offer designed to settle all pending and future asbestos cases by providing a fund for distribution by plaintiffs’ counsel among asbestos-exposed individuals. The Plaintiffs’ Steering Committee rejected this offer, and negotiations fell apart. CCR, however, continued to pursue “a workable administrative system for the handling of future claims.” Id., at 270. ,

To that end, CCR counsel approached the lawyers who had headed the Plaintiffs’ Steering Committee in the unsuccessful negotiations, and a new round of negotiations began; that round yielded the mass settlement agreement now in controversy. At the time, the former heads of the Plaintiffs’ Steering Committee represented thousands of plaintiffs with then-pending asbestos-related claims — claimants the parties *601to this suit call “inventory” plaintiffs. CCR indicated in these discussions that it would resist settlement of inventory cases absent “some kind of protection for the future.” Id., at 294; see also id., at 295 (CCR communicated to the inventory plaintiffs’ attorneys that once the CCR defendants saw a rational way to deal with claims expected to be filed in the future, those defendants would be prepared to address the settlement of pending cases).

Settlement talks thus concentrated on devising an administrative scheme for disposition of asbestos claims not yet in litigation. In these negotiations, counsel for masses of inventory plaintiffs endeavored to represent the interests of the anticipated future claimants, although those lawyers then had no attorney-client relationship with such claimants.

Once negotiations seemed likely to produce an agreement purporting to bind potential plaintiffs, CCR agreed to settle, through separate agreements, the claims of plaintiffs who had already filed asbestos-related lawsuits. In one such agreement, CCR defendants promised to pay more than $200 million to gain release of the claims of numerous inventory plaintiffs. After settling the inventory claims, CCR, together with the plaintiffs’ lawyers CCR had approached, launched this case, exclusively involving persons outside the MDL Panel’s province — plaintiffs without already pending lawsuits.3

C

The class action thus instituted was not intended to be litigated. Rather, within the space of a single day, January 15, 1993, the settling parties — CCR defendants and the representatives of the plaintiff class described below — presented to the District Court a complaint, an answer, a pro*602posed settlement agreement, and a joint motion for conditional class certification.4

The complaint identified nine lead plaintiffs, designating them and members of their families as representatives of a class comprising all persons who had not filed an asbestos-related lawsuit against a CCR defendant as of the date the class action commenced, but who (1) had been exposed— occupationally or through the occupational exposure of a spouse or household member — to asbestos or products containing asbestos attributable to a CCR defendant, or (2) whose spouse or family member had been so exposed.5 Untold numbers of individuals may fall within this description. All named plaintiffs alleged that they or a member of their family had been exposed to asbestos-containing products of *603CCR defendants. More than half of the named plaintiffs alleged that they or their family members had already suffered various physical injuries as a result of the exposure. The others alleged that they had not yet manifested any asbestos-related condition. The complaint delineated no subclasses; all named plaintiffs were designated as representatives of the class as a whole.

The complaint invoked the District Court’s diversity jurisdiction and asserted various state-law claims for relief, including (1) negligent failure to warn, (2) strict liability, (3) breach of express and implied warranty, (4) negligent infliction of emotional distress, (5) enhanced risk of disease, (6) medical monitoring, and (7) civil conspiracy. Each plaintiff requested unspecified damages in excess of $100,000. CCR defendants’ answer denied the principal allegations of the complaint and asserted 11 affirmative defenses.

A stipulation of settlement accompanied the pleadings; it proposed to settle, and to preclude nearly all class members from litigating against CCR companies, all claims not filed before January 15, 1993, involving compensation for present and future asbestos-related personal injury or death. An exhaustive document exceeding 100 pages, the stipulation presents in detail an administrative mechanism and a schedule of payments to compensate class members who meet defined asbestos-exposure and medical requirements. The stipulation describes four categories of compensable disease: mesothelioma; lung cancer; certain “other cancers” (colon-rectal, laryngeal, esophageal, and stomach cancer); and “non-malignant conditions” (asbestosis and bilateral pleural thickening). Persons with “exceptional” medical claims— claims that do not fall within the four described diagnostic categories — may in some instances qualify for compensation, but the settlement caps the number of “exceptional” claims CCR must cover.

For each qualifying disease category, the stipulation specifies the range of damages CCR will pay to qualifying claim*604ants. Payments under the settlement are not adjustable for inflation. Mesothelioma claimants — the most highly compensated category — are scheduled to receive between $20,000 and $200,000. The stipulation provides that CCR is to propose the level of compensation within the prescribed ranges; it also establishes procedures to resolve disputes over medical diagnoses and levels of compensation.

Compensation above the fixed ranges may be obtained for “extraordinary” claims. But the settlement places both numerical caps and dollar limits on such claims.6 The settlement also imposes “case flow máximums,” which cap the number of claims payable for each disease in a given year.

Class members are to receive no compensation for certain kinds of claims, even if otherwise applicable state law recognizes such claims. Claims that garner no compensation under the settlement include claims by family members of asbestos-exposed individuals for loss of consortium, and claims by so-called “exposure-only” plaintiffs for increased risk of cancer, fear of future asbestos-related injury, and medical monitoring. “Pleural” claims, which might be asserted by persons with asbestos-related plaques on their lungs but no accompanying physical impairment, are also excluded. Although not entitled to present compensation, exposure-only claimants and pleural claimants may qualify for benefits when and if they develop a compensable disease and meet the relevant exposure and medical criteria. Defendants forgo defenses to liability, including statute of limitations pleas.

Class members, in the main, are bound by the settlement in perpetuity, while CCR defendants may choose to with*605draw from the settlement after ten years. A small number of class members — only a few per year — may reject the settlement and pursue their claims in court. Those permitted to exercise this option, however, may not assert any punitive damages claim or any claim for increased risk of cancer. Aspects of the administration of the settlement are to be monitored by the AFL-CIO and class counsel. Class counsel are to receive attorneys’ fees in an amount to be approved by the District Court.

D

On January 29,1993, as requested by the settling parties, the District Court conditionally certified, under Federal Rule of Civil Procedure 23(b)(3), an encompassing opt-out class. The certified class included persons occupationally exposed to defendants’ asbestos products, and members of their families, who had not filed suit as of January 15. Judge Weiner appointed Locks, Motley, and Rice as class counsel, noting that “[t]he Court may in the future appoint additional counsel if it is deemed necessary and advisable.” Record, Doc. 11, p. 3 (Class Certification Order). At no stage of the proceedings, however, were additional counsel in fact appointed. Nor was the class ever divided into subclasses. In a separate order, Judge Weiner assigned to Judge Reed, also of the Eastern District of Pennsylvania, “the task of conducting fairness proceedings and of determining whether the proposed settlement is fair to the class.” See 157 F. R. D., at 258. Various class members raised objections to the settlement stipulation, and Judge Weiner granted the objectors full rights to participate in the subsequent proceedings. Ibid.7

*606In preliminary rulings, Judge Reed held that the District Court had subject-matter jurisdiction, see Carlough v. Amchem Products, Inc., 834 F. Supp. 1437, 1467-1468 (ED Pa. 1993), and he approved the settling parties’ elaborate plan for giving notice to the class, see Carlough v. Amchem Products, Inc., 158 F. R. D. 314, 336 (ED Pa. 1993). The court-approved notice informed recipients that they could exclude themselves from the class, if they so chose, within a three-month opt-out period.

Objectors raised numerous challenges to the settlement. They urged that the settlement unfairly disadvantaged those without currently compensable conditions in that it failed to adjust for inflation or to account for changes, over time, in medical understanding. They maintained that compensation levels were intolerably low in comparison to awards available in tort litigation or payments received by the inventory plaintiffs. And they objected to the absence of any compensation for certain claims, for example, medical monitoring, compensable under the tort law of several States. Rejecting these and all other objections, Judge Reed concluded that the settlement terms were fair and had been negotiated without collusion. See 157 F. R. D., at 325, 331-332. He also found that adequate notice had been given to class members, see id., at 332-334, and that final class certification under Rule 23(b)(3) was appropriate, see id., at 315.

As to the specific prerequisites to certification, the District Court observed that the class satisfied Rule 23(a)(1)’s numer-osity requirement,8 see ibid., a matter no one debates. The *607Rule 23(a)(2) and (b)(3) requirements of commonality9 and preponderance10 were also satisfied, the District Court held, in that

“[t]he members of the class have all been exposed to asbestos products supplied by the defendants and all share an interest in receiving prompt and fair compensation for their claims, while minimizing the risks and transaction costs inherent in the asbestos litigation process as it occurs presently in the tort system. Whether the proposed settlement satisfies this interest and is otherwise a fair, reasonable and adequate compromise of the claims of the class is a predominant issue for purposes of Rule 23(b)(3).” Id., at 316.

The District Court held next that the claims of the class representatives were “typical” of the class as a whole, a requirement of Rule 23(a)(3),11 and that, as Rule 23(b)(3) demands,12 the class settlement was “superior” to other methods of adjudication. See ibid.

Strenuous objections had been asserted regarding the adequacy of representation, a Rule 23(a)(4) requirement.13 Objectors maintained that class counsel and class representatives had disqualifying conflicts of interests. In particular, objectors urged, claimants whose injuries had become manifest and claimants without manifest injuries should not have common counsel and should not be aggregated in a single *608class. Furthermore, objectors argued, lawyers representing inventory plaintiffs should not represent the newly formed class.

Satisfied that class counsel had ably negotiated the settlement in the best interests of all concerned, and that the named parties served as adequate representatives, the District Court rejected these objections. See id., at 317-319, 326-332. Subclasses were unnecessary, the District Court held, bearing in mind the added cost and confusion they would entail and the ability of class members to exclude themselves from the class during the three-month opt-out period. See id., at 318-319. Reasoning that the representative plaintiffs “have a strong interest that recovery for. all of the medical categories be maximized because they may have claims in any, or several categories,” the District Court found “no antagonism of interest between class members with various medical conditions, or between persons with and without currently manifest asbestos impairment.” Id., at 318. Declaring class certification appropriate and the settlement fair, the District Court preliminarily enjoined all class members from commencing any asbestos-related suit against the CCR defendants in any state or federal court. See Georgine v. Amchem Products, Inc., 878 F. Supp. 716, 726-727 (ED Pa. 1994).

The objectors appealed. The United States Court of Appeals for the Third Circuit vacated the certification, holding that the requirements of Rule 23 had not been satisfied. See 83 F. 3d 610 (1996).

E

The Court of Appeals, in a long, heavily detailed opinion by Judge Becker, first noted several challenges by objectors to justiciability, subject-matter jurisdiction, and adequacy of notice. These challenges, the court said, raised “serious concerns.” Id., at 623. However, the court observed, “the jurisdictional issues in this case would not exist but for the [class-action] certification.” Ibid. Turning to the class-*609certification issues and finding them dispositive, the Third Circuit declined to decide other questions.

On class-action prerequisites, the Court of Appeals referred to an earlier Third Circuit decision, In re General Motors Corp. Pick-Up Truck Fuel Tank Products Liability Litigation, 55 F. 3d 768, cert. denied, 516 U. S. 824 (1995) (hereinafter GM Trucks), which held that although a class action may be certified for settlement purposes only, Rule 23(a)’s requirements must be satisfied as if the case were going to be litigated. 55 F. 3d, at 799-800. The same rule should apply, the Third Circuit said, to class certification under Rule 23(b)(3). See 83 F. 3d, at 625. But cf. In re Asbestos Litigation, 90 F. 3d 963, 975-976, and n. 8 (CA5 1996), cert. pending, Nos. 96-1379, 96-1394. While stating that the requirements of Rule 23(a) and (b)(3) must be met “without taking into account the settlement,” 83 F. 3d, at 626, the Court of Appeals in fact closely considered the terms of the settlement as it examined aspects of the case under Rule 23 criteria. See id., at 630-634.

The Third Circuit recognized that Rule 23(a)(2)’s “commonality” requirement is subsumed under, or superseded by, the more stringent Rule 23(b)(3) requirement that questions common to the class “predominate over” other questions. The court therefore trained its attention on the “predominance” inquiry. See id., at 627. The harmfulness of asbestos exposure was indeed a prime factor common to the class, the Third Circuit observed. See id., at 626, 630. But uncommon questions abounded.

In contrast to mass torts involving a single accident, class members in this case were exposed to different asbestos-containing products, in different ways, over different periods, and for different amounts of time; some suffered no physical injury, others suffered disabling or deadly diseases. See id., at 626, 628. “These factual differences,” the Third Circuit explained, “translated] into significant legal differences.” Id., at 627. State law governed and varied widely *610on such critical issues as “viability of [exposure-only] claims [and] availability of causes of action for medical monitoring, increased risk of cancer, and fear of future injury.” Ibid.14 “[T]he number of uncommon issues in this humongous class action,” the Third Circuit concluded, ibid., barred a determination, under existing tort law, that common questions predominated, see id., at 630.

The Court of Appeals next found that “serious intra-class conflicts preclude[d] th[e] class from meeting the adequacy of representation requirement” of Rule 23(a)(4). Ibid. Adverting to, but not resolving charges of attorney conflict of interests, the Third Circuit addressed the question whether the named plaintiffs could adequately advance the interests of all class members. The Court of Appeals acknowledged that the District Court was certainly correct to this extent: “ ‘[T]he members of the class are united in seeking the maximum possible recovery for their asbestos-related claims.’” Ibid, (quoting 157 F. R. D., at 317). “But the settlement does more than simply provide a general recovery fund,” the Court of Appeals immediately added; “[rjather, it makes important judgments on how recovery is to be allocated among different kinds of plaintiffs, decisions that necessarily favor some claimants over others.” 83 F. 3d, at 630.

In the Third Circuit’s view, the "most salient” divergence of interests separated plaintiffs already afflicted with an asbestos-related disease from plaintiffs without manifest injury (exposure-only plaintiffs). The latter would rationally want protection against inflation for distant recoveries. See ibid. They would also seek sturdy back-end opt-out rights and “causation provisions that can keep pace with changing *611science and medicine, rather than freezing in place the science of 1993.” Id., at 630-631. Already injured parties, in contrast, would care little about such provisions and would rationally trade them for higher current payouts. See id., at 631. These and other adverse interests, the Court of Appeals carefully explained, strongly suggested that an undivided set of representatives could not adequately protect the discrete interests of both currently afflicted and exposure-only claimants.

The Third Circuit next rejected the District Court’s determination that the named plaintiffs were “typical” of the class, noting that this Rule 23(a)(3) inquiry overlaps the adequacy of representation question: “both look to the potential for conflicts in the class.” Id., at 632. Evident conflict problems, the court said, led it to hold that “no set of representatives can be ‘typical’ of this class.” Ibid.

The Court of Appeals similarly rejected the District Court’s assessment of the superiority of the class action. The Third Circuit initially noted that a class action so large and complex “could not be tried.” Ibid. The court elaborated most particularly, however, on the unfairness of binding exposure-only plaintiffs who might be unaware of the class action or lack sufficient information about their exposure to make a reasoned decision whether to stay in or opt out. See id., at 633. “A series of statewide or more narrowly defined adjudications, either through consolidation under Rule 42(a) or as class actions under Rule 23, would seem preferable,” the Court of Appeals said. Id., at 634.

The Third Circuit, after intensive review, ultimately ordered decertification of the class and vacation of the District Court’s antisuit injunction. Id., at 635. Judge Wellford concurred, “fully subscribing] to the decision of Judge Becker that the plaintiffs in this case ha[d] not met the requirements of Rule 23.” Ibid. He added that in his view, named exposure-only plaintiffs had no standing to pursue the *612suit in federal court, for their depositions showed that “[t]hey claimed no damages and no present injury.” Id., at 638.

We granted certiorari, 519 U. S. 957 (1996), and now affirm.

II

Objectors assert in this Court, as they did in the District Court and Court of Appeals, an array of jurisdictional barriers. Most fundamentally, they maintain that the settlement proceeding instituted by class counsel and CCR is not a justi-ciable case or controversy within the confines of Article III of the Federal Constitution. In the main, they say, the proceeding is a nonadversarial endeavor to impose on countless individuals without currently ripe claims an administrative compensation regime binding on those individuals if and when they manifest injuries.

Furthermore, objectors urge that exposure-only claimants lack standing to sue: Either they have not yet sustained any cognizable injury or, to the extent the complaint states claims and demands relief for emotional distress, enhanced risk of disease, and medical monitoring, the settlement provides no redress. Objectors also argue that exposure-only claimants did not meet the then-current amount-in-controversy requirement (in excess of $50,000) specified for federal-court jurisdiction based upon diversity of citizenship. See 28 U. S. C. § 1332(a).

As earlier recounted, see supra, at 608, the Third Circuit declined to reach these issues because they “would not exist but for the [class-action] certification.” 83 F. 3d, at 623. We agree that “[t]he class certification issues are dispositive,” ibid.; because their resolution here is logically antecedent to the existence of any Article III issues, it is appropriate to reach them first, cf. Arizonans for Official English v. Arizona, 520 U. S. 43, 66-67 (1997) (declining to resolve definitively question whether petitioners had standing because mootness issue was dispositive of the case). We therefore follow the path taken by the Court of Appeals, mindful that *613Rule 23’s requirements must be interpreted in keeping with Article III constraints, and with the Rules Enabling Act, which instructs that rules of procedure “shall not abridge, enlarge or modify any substantive right,” 28 U. S. C. § 2072(b). See also Fed. Rule Civ. Proc. 82 (“rules shall not be construed to extend . . . the [subject-matter] jurisdiction of the United States district courts”).15

III

To place this controversy in context, we briefly describe the characteristics of class actions for which the Federal Rules provide. Rule 23, governing federal-court class actions, stems from equity practice and gained its current shape in an innovative 1966 revision. See generally Kaplan, Continuing Work of the Civil Committee: 1966 Amendments of the Federal Rules of Civil Procedure (I), 81 Harv. L. Rev. 356, 375-400 (1967) (hereinafter Kaplan, Continuing Work). Rule 23(a) states four threshold requirements applicable to all class actions: (1) numerosity (a “class [so large] that join-der of all members is impracticable”); (2) commonality (“questions of law or fact common to the class”); (3) typicality (named parties’ claims or defenses “are typical ... of the class”); and (4) adequacy of representation (representatives “will fairly and adequately protect the interests of the class”).

*614In addition to satisfying Rule 23(a)’s prerequisites, parties seeking class certification must show that the action is maintainable under Rule 23(b)(1), (2), or (3). Rule 23(b)(1) covers cases in which separate actions by or against individual class members would risk establishing “incompatible standards of conduct for the party opposing the class,” Fed. Rule Civ. Proc. 23(b)(1)(A), or would “as a practical matter be disposi-tive of the interests” of nonparty class members “or substantially impair or impede their ability to protect their interests,” Rule 23(b)(1)(B). Rule 23(b)(1)(A) “takes in cases where the party is obliged by law to treat the members of the class alike (a utility acting toward customers; a government imposing a tax), or where the party must treat all alike as a matter of practical necessity (a riparian owner using water as against downriver owners).” Kaplan, Continuing Work 388 (footnotes omitted). Rule 23(b)(1)(B) includes, for example, “limited fund” cases, instances in which numerous persons make claims against a fund insufficient to satisfy all claims. See Advisory Committee’s Notes on Fed. Rule Civ. Proc. 23, 28 U. S. C. App., pp. 696-697 (hereinafter Adv. Comm. Notes).

Rule 23(b)(2) permits class actions for declaratory or in-junctive relief where “the party opposing the class has acted or refused to act on grounds generally applicable to the class.” Civil rights cases against parties charged with unlawful, class-based discrimination are prime examples. Adv. Comm. Notes, 28 U. S. C. App., p. 697; see Kaplan, Continuing Work 389 (subdivision (b)(2) “build[s] on experience mainly, but not exclusively, in the civil rights field”).

In the 1966 class-action amendments, Rule 23(b)(3), the category at issue here, was “the most adventuresome” innovation. See Kaplan, A Prefatory Note, 10 B. C. Ind. & Com. L. Rev. 497, 497 (1969) (hereinafter Kaplan, Prefatory Note). Rule 23(b)(3) added to the complex-litigation arsenal class actions for damages designed to secure judgments binding all class members save those who affirmatively elected to be *615excluded. See 7A C. Wright, A. Miller, & M. Kane, Federal Practice and Procedure § 1777, p. 517 (2d ed. 1986) (hereinafter Wright, Miller, & Kane); see generally Kaplan, Continuing Work 379-400. Rule 23(b)(3) “opt-out” class actions superseded the former “spurious” class action, so characterized because it generally functioned as a permissive joinder (“opt-in”) device. See 7A Wright, Miller, & Kane § 1753, at 28-31, 42-44; see also Adv. Comm. Notes, 28 U. S. C. App., p. 695.

Framed for situations in which “class-action treatment is not as clearly called for” as it is in Rule 23(b)(1) and (b)(2) situations, Rule 23(b)(3) permits certification where class suit “may nevertheless be convenient and desirable.” Adv. Comm. Notes, 28 U. S. C. App., p. 697. To qualify for certification under Rule 23(b)(3), a class must meet two requirements beyond the Rule 23(a) prerequisites: Common questions must “predominate over any questions affecting only individual members”; and class resolution must be “superior to other available methods for the fair and efficient adjudication of the controversy.” In adding “predominance” and “superiority” to the qualification-for-certification list, the Advisory Committee sought to cover cases “in which a class action would achieve economies of time, effort, and expense, and promote . . . uniformity of decision as to persons similarly situated, without sacrificing procedural fairness or bringing about other undesirable results.” Ibid. Sensitive to the competing tugs of individual autonomy for those who might prefer to go it alone or in a smaller unit, on the one hand, and systemic efficiency on the other, the Reporter for the 1966 amendments cautioned: “The new provision invites a close look at the case before it is accepted as a class action ....” Kaplan, Continuing Work 390.

Rule 23(b)(3) includes a nonexhaustive list of factors pertinent to a court’s “close look” at the predominance and superiority criteria:

*616“(A) the interest of members of the class in individually controlling the prosecution or defense of separate actions; (B) the extent and nature of any litigation concerning the controversy already commenced by or against members of the class; (C) the desirability or undesirability of concentrating the litigation of the claims in the particular forum; (D) the difficulties likely to be encountered in the management of a class action.”

In setting out these factors, the Advisory Committee for the 1966 reform anticipated that in each case, courts would “consider the interests of individual members of the class in controlling their own litigations and carrying them on as they see fit.” Adv. Comm. Notes, 28 U. S. C. App., p. 698. They elaborated:

“The interests of individuals in conducting separate lawsuits may be so strong as to call for denial of a class action. On the other hand, these interests may be theoretic rather than practical; the class may have a high degree of cohesion and prosecution of the action through representatives would be quite únobjectionable, or the amounts at stake for individuals may be so small that separate suits would be impracticable.” Ibid.

See also Kaplan, Continuing Work 391 (“Th[e] interest [in individual control] can be high where the stake of each member bulks large and his will and ability to take care of himself are strong; the interest may be no more than theoretic where the individual stake is so small as to make a separate action impracticable.” (footnote omitted)). As the Third Circuit observed in the instant case: “Each plaintiff [in an action involving claims for personal injury and death] has a significant interest in individually controlling the prosecution of [his case]”; each “ha[s] a substantial stake in making individual decisions on whether and when to settle.” 83 F. 3d, at 633.

*617While the text of Rule 23(b)(3) does not exclude from certification cases in which individual damages run high, the Advisory Committee had dominantly in mind vindication of “the rights of groups of people who individually would be without effective strength to bring their opponents into court at all.” Kaplan, Prefatory Note 497. As concisely recalled in a recent Seventh Circuit opinion:

“The policy at the very core of the class action mechanism is to overcome the problem that small recoveries do not provide the incentive for any individual to bring a solo action prosecuting his or her rights. A class action solves this problem by aggregating the relatively paltry potential recoveries into something worth someone’s (usually an attorney’s) labor.” Mace v. Van Ru Credit Corp., 109 F. 3d 338, 344 (1997).

To alert class members to their right to “opt out” of a (b)(3) class, Rule 23 instructs the court to “direct to the members of the class the best notice practicable under the circumstances, including individual notice to all members who can be identified through reasonable effort.” Fed. Rule Civ. Proc. 23(c)(2); see Eisen v. Carlisle & Jacquelin, 417 U. S. 156, 173-177 (1974) (individual notice to class members identifiable through reasonable effort is mandatory in (b)(3) actions; requirement may not be relaxed based on high cost).

No class action may be “dismissed or compromised without [court] approval,” preceded by notice to class members. Fed. Rule Civ. Proc. 23(e). The Advisory Committee’s sole comment on this terse final provision of Rule 23 restates the Rule’s instruction without elaboration: “Subdivision (e) requires approval of the court, after notice, for the dismissal or compromise of any class action.” Adv. Comm. Notes, 28 U. S. C. App., p. 699.

In the decades since the 1966 revision of Rule 23, class-action practice has become ever more “adventuresome” as a means of coping with claims too numerous to secure their *618“just, speedy, and inexpensive determination” one by one. See Fed. Rule Civ. Proc. 1. The development reflects concerns about the efficient use of court resources and the conservation of funds to compensate claimants who do not line up early in a litigation queue. See generally J. Weinstein, Individual Justice in Mass Tort Litigation: The Effect of Class Actions, Consolidations, and Other Multiparty Devices (1995); Schwarzer, Settlement of Mass Tort Class Actions: Order out of Chaos, 80 Cornell L. Rev. 837 (1995).

Among current applications of Rule 23(b)(3), the “settlement only” class has become a stock device. See, e. g., T. Willging, L. Hooper, & R. Niemic, Empirical Study of Class Actions in Four Federal District Courts: Final Report to the Advisory Committee on Civil Rules 61-62 (1996) (noting large number of such cases in districts studied). Although all Federal Circuits recognize the utility of Rule 23(b)(3) settlement classes, courts have divided on the extent to which a proffered settlement affects court surveillance under Rule 23’s certification criteria.

In GM Trucks, 55 F. 3d, at 799-800, and in the instant case, 83 F. 3d, at 624-626, the Third Circuit held that a class cannot be certified for settlement when certification for trial would be unwarranted. Other courts have held that settlement obviates or reduces the need to measure a proposed class against the enumerated Rule 23 requirements. See, e. g., In re Asbestos Litigation, 90 F. 3d, at 975 (CA5) (“in settlement class context, common issues arise from the settlement itself”) (citing H. Newberg & A. Conte, 2 Newberg on Class Actions § 11.28, p. 11-58 (3d ed. 1992)); White v. National Football League, 41 F. 3d 402, 408 (CA8 1994) (“adequacy of class representation ... is ultimately determined by the settlement itself”), cert. denied, 515 U. S. 1137 (1995); In re A. H. Robins Co., 880 F. 2d 709, 740 (CA4) (“[i]f not a ground for certification per se, certainly settlement should be a factor, and an important factor, to be considered when determining certification”), cert. denied sub nom. Anderson *619v. Aetna Casualty & Surety Co., 493 U. S. 959 (1989); Malchman v. Davis, 761 F. 2d 893, 900 (CA2 1985) (certification appropriate, in part, because “the interests of the members of the broadened class in the settlement agreement were commonly held”), cert. denied, 475 U. S. 1143 (1986).

A proposed amendment to Rule 23 would expressly authorize settlement class certification, in conjunction with a motion by the settling parties for Rule 23(b)(3) certification, “even though the requirements of subdivision (b)(3) might not be met for purposes of trial.” Proposed Amendment to Fed. Rule Civ. Proc. 23(b), 117 S. Ct. No. 1 CXIX, CLIV to CLV (Aug. 1996) (Request for Comment). In response to the publication of this proposal, voluminous public comments — many of them opposed to, or skeptical of, the amendment — were received by the Judicial Conference Standing Committee on Rules of Practice and Procedure. See, e. g., Letter from Steering Committee to Oppose Proposed Rule 23, signed by 129 law professors (May 28, 1996); Letter from Paul D. Carrington (May 21, 1996). The Committee has not yet acted on the matter. We consider the certification at issue under the Rule as it is currently framed.

<

We granted review to decide the role settlement may play, under existing Rule 23, in determining the propriety of class certification. The Third Circuit’s opinion stated that each of the requirements of Rule 23(a) and (b)(3) “must be satisfied without taking into account the settlement.” 83 F. 3d, at 626 (quoting GM Trucks, 55 F. 3d, at 799). That statement, petitioners urge, is incorrect.

We agree with petitioners to this limited extent: Settlement is relevant to a class certification. The Third Circuit’s opinion bears modification in that respect. But, as we earlier observed, see supra, at 609, the Court of Appeals in fact did not ignore the settlement; instead, that court homed in on settlement terms in explaining why it found the absentees’ *620interests inadequately represented. See 83 F. 3d, at 630-631. The Third Circuit’s close inspection of the settlement in that regard was altogether proper.

Confronted with a request for settlement-only class certification, a district court need not inquire whether the case, if tried, would present intractable management problems, see Fed. Rule Civ. Proc. 23(b)(3)(D), for the proposal is that there be no trial. But other specifications of the Rule— those designed to protect absentees by blocking unwarranted or overbroad class definitions — demand undiluted, even heightened, attention in the settlement context. Such attention is of vital importance, for a court asked to certify a settlement class will lack the opportunity, present when a case is litigated, to adjust the class, informed by the proceedings as they unfold. See Rule 23(c), (d).16

And, of overriding importance, courts must be mindful that the Rule as now composed sets the requirements they are bound to enforce. Federal Rules take effect after an extensive deliberative process involving many reviewers: a Rules Advisory Committee, public commenters, the Judicial Conference, this Court, the Congress. See 28 U. S. C. §§ 2073, 2074. The text of a rule thus proposed and reviewed limits judicial inventiveness. Courts are not free to amend a rule outside the process Congress ordered, a process properly tuned to the instruction that rules of procedure “shall not abridge . . . any substantive right.” § 2072(b).

Rule 23(e), on settlement of class actions, reads in its entirety: “A class action shall not be dismissed or compromised *621without the approval of the court, and notice of the proposed dismissal or compromise shall be given to all members of the class in such manner as the court directs.” This prescription was designed to function as an additional requirement, not a superseding direction, for the “class action” to which Rule 23(e) refers is one qualified for certification under Rule 23(a) and (b). Cf. Eisen, 417 U. S., at 176-177 (adequate representation does not eliminate additional requirement to provide notice). Subdivisions (a) and (b) focus court attention on whether a proposed class has sufficient unity so that absent members can fairly be bound by decisions of class representatives. That dominant concern persists when settlement, rather than trial, is proposed.

The safeguards provided by the Rule 23(a) and (b) class-qualifying criteria, we emphasize, are not impractical impediments — checks shorn of utility — in the settlement-class context. First, the standards set for the protection of absent class members serve to inhibit appraisals of the chancellor’s foot kind — class certifications dependent upon the court’s gestalt judgment or overarching impression of the settlement’s fairness.

Second, if a fairness inquiry under Rule 23(e) controlled certification, eclipsing Rule 23(a) and (b), and permitting class designation despite the impossibility of litigation, both class counsel and court would be disarmed. Class counsel confined to settlement negotiations could not use the threat of litigation to press for a better offer, see Coffee, Class Wars: The Dilemma of the Mass Tort Class Action, 95 Colum. L. Rev. 1343, 1379-1380 (1995), and the court would face a bargain proffered for its approval without benefit of adversarial investigation, see, e. g., Kamilewicz v. Bank of Boston Corp., 100 F. 3d 1348, 1352 (CA7 1996) (Easterbrook, J., dissenting from denial of rehearing en banc) (parties “may even put one over on the court, in a staged performance”), cert. denied, 520 U. S. 1204 (1997).

*622Federal courts, in any case, lack authority to substitute for Rule 23’s certification criteria a standard never adopted— that if a settlement is “fair,” then certification is proper. Applying to this case criteria the rulemakers set, we conclude that the Third Circuit’s appraisal is essentially correct. Although that court should have acknowledged that settlement is a factor in the calculus, a remand is not warranted on that account. The Court of Appeals’ opinion amply demonstrates why — with or without a settlement on the table— the sprawling class the District Court certified does not satisfy Rule 23’s requirements.17

A

We address first the requirement of Rule 23(b)(3) that “[common] questions of law or fact.. . predominate over any questions affecting only individual members.” The District Court concluded that predominance was satisfied based on two factors: class members’ shared experience of asbestos exposure and their common “interest in receiving prompt and fair compensation for their claims, while minimizing the risks and transaction costs inherent in the asbestos litigation process as it occurs presently in the tort system.” 157 F. R. D., at 316. The settling parties also contend that the settlement’s fairness is a common question, predominating over disparate legal issues that might be pivotal in litigation but become irrelevant under the settlement.

The predominance requirement stated in Rule 23(b)(3), we hold, is not met by the factors on which the District Court relied. The benefits asbestos-exposed persons might gain from the establishment of a grand-scale compensation scheme is a matter fit for legislative consideration, see supra, *623at 598, but it is not pertinent to the predominance inquiry. That inquiry trains on the legal or factual questions that qualify each class member’s case as a genuine controversy, questions that preexist any settlement.18

The Rule 23(b)(3) predominance inquiry tests whether proposed classes are sufficiently cohesive to warrant adjudication by representation. See 7A Wright, Miller, & Kane 518-519.19 The inquiry appropriate under Rule 23(e), on the other hand, protects unnamed class members “from unjust or unfair settlements affecting their rights when the representatives become fainthearted before the action is adjudicated or are able to secure satisfaction of their individual claims by a compromise.” See 7B Wright, Miller, & Kane § 1797, at 340-341. But it is not the mission of Rule 23(e) to assure the class cohesion that legitimizes representative action in the first place. If a common interest in a fair compromise could satisfy the predominance requirement of Rule 23(b)(3), that vital prescription would be stripped of any meaning in the settlement context.

The District Court also relied upon this commonality: “The members of the class have all been exposed to asbestos products supplied by the defendants . . . .” 157 F. R. D., at 316. Even if Rule 23(a)’s commonality requirement may be satis*624fied by that shared experience, the predominance criterion is far more demanding. See 83 F. 3d, at 626-627. Given the greater number of questions peculiar to the several categories of class members, and to individuals within each category, and the significance of those uncommon questions, any overarching dispute about the health consequences of asbestos exposure cannot satisfy the Rule 23(b)(3) predominance standard.

The Third Circuit highlighted the disparate questions undermining class cohesion in this case:

“Class members were exposed to different asbestos-containing products, for different amounts of time, in different ways, and over different periods. Some class members suffer no physical injury or have only asymptomatic pleural changes, while others suffer from lung cancer, disabling asbestosis, or from mesothelioma .... Each has a different history of cigarette smoking, a factor that complicates the causation inquiry.

“The [exposure-only] plaintiffs especially share little in common, either with each other or with the presently injured class members. It is unclear whether they will contract asbestos-related disease and, if so, what disease each will suffer. They will also incur different medical expenses because their monitoring and treatment will depend on singular circumstances and individual medical histories.” Id., at 626.

Differences in state law, the Court of Appeals observed, compound these disparities. See id., at 627 (citing Phillips Petroleum Co. v. Shutts, 472 U. S. 797, 823 (1985)).

No settlement class called to our attention is as sprawling as this one. Cf. In re Asbestos Litigation, 90 F. 3d, at 976, n. 8 (“We would likely agree with the Third Circuit that a class action requesting individual damages for members of a global class of asbestos claimants would not satisfy [Rule 23] requirements due to the huge number of individuals and *625their varying medical expenses, smoking histories, and family situations.”)- Predominance is a test readily met in certain cases alleging consumer or securities fraud or violations of the antitrust laws. See Adv. Comm. Notes, 28 U. S. C. App., p. 697; see also supra, at 615, 616. Even mass tort cases arising from a common cause or disaster may, depending upon the circumstances, satisfy the predominance requirement. The Advisory Committee for the 1966 revision of Rule 23, it is true, noted that “mass accident” cases are likely to present “significant questions, not only of damages but of liability and defenses of liability, . . . affecting the individuals in different ways.” Adv. Comm. Notes, 28 U. S. C. App., p. 697. And the Committee advised that such cases are “ordinarily not appropriate” for class treatment. Ibid. But the text of the Rule does not categorically exclude mass tort cases from class certification, and District Courts, since the late 1970’s, have been certifying such cases in increasing number. See Resnik, From “Cases” to “Litigation,” 54 Law & Contemp. Prob. 5, 17-19 (Summer 1991) (describing trend). The Committee’s warning, however, continues to call for caution when individual stakes are high and disparities among class members great. As the Third Circuit’s opinion makes plain, the certification in this case does not follow the counsel of caution. That certification cannot be upheld, for it rests on a conception of Rule 23(b)(3)’s predominance requirement irreconcilable with the Rule’s design.

B

Nor can the class approved by the District Court satisfy Rule 23(a)(4)’s requirement that the named parties “will fairly and adequately protect the interests of the class.” The adequacy inquiry under Rule 23(a)(4) serves to uncover conflicts of interest between named parties and the class they seek to represent. See General Telephone Co. of Southwest v. Falcon, 457 U. S. 147, 157-158, n. 13 (1982). “[A] class representative must be part of the class and ‘pos*626sess the same interest and suffer the same injury’ as the class members.” East Tex. Motor Freight System, Inc. v. Rodriguez, 431 U. S. 395, 403 (1977) (quoting Schlesinger v. Reservists Comm. to Stop the War, 418 U. S. 208, 216 (1974)).20

As the Third Circuit pointed out, named parties with diverse medical conditions sought to act on behalf of a single giant class rather than on behalf of discrete subclasses. In significant respects, the interests of those within the single class are not aligned. Most saliently, for the currently injured, the critical goal is generous immediate payments. That goal tugs against the interest of exposure-only plaintiffs in ensuring an ample, inflation-protected fund for the future. Cf. General Telephone Co. of Northwest v. EEOC, 446 U. S. 318, 331 (1980) (“In employment discrimination litigation, conflicts might arise, for example, between employees and applicants who were denied employment and who will, if granted relief, compete with employees for fringe benefits or seniority. Under Rule 23, the same plaintiff could not represent these classes.”).

The disparity between the currently injured and exposure-only categories of plaintiffs, and the diversity within each category are not made insignificant by the District Court’s finding that petitioners’ assets suffice to pay claims under the settlement. See 157 F. R. D., at 291. Al*627though this is not a “limited fund” case certified under Rule 23(b)(1)(B), the terms of the settlement reflect essential allocation decisions designed to confine compensation and to limit defendants’ liability. For example, as earlier described, see supra, at 604-605, the settlement includes no adjustment for inflation; only a few claimants per year can opt out at the back end; and loss-of-consortium claims are extinguished with no compensation.

The settling parties, in sum, achieved a global compromise with no structural assurance of fair and adequate representation for the diverse groups and individuals affected. Although the named parties alleged a range of complaints, each served generally as representative for the whole, not for a separate constituency. In another asbestos class action, the Second Circuit spoke precisely to this point:

“[Wjhere differences among members of a class are such that subclasses must be established, we know of no authority that permits a court to approve a settlement without creating subclasses on the basis of consents by members of a unitary class, some of whom happen to be members of the distinct subgroups. The class representatives may well have thought that the Settlement serves the aggregate interests of the entire class. But the adversity among subgroups requires that the members of each subgroup cannot be bound to a settlement except by consents given by those who understand that their role is to represent solely the members of their respective subgroups.” In re Joint Eastern and Southern Dist. Asbestos Litigation, 982 F. 2d 721, 742-743 (1992), modified on reh’g sub nom. In re Findley, 993 F. 2d 7 (1993).

The Third Circuit found no assurance here — either in the terms of the settlement or in the structure of the negotiations — that the named plaintiffs operated under a proper understanding of their representational responsibilities. See *62883 F. 3d, at 630-631. That assessment, we conclude, is on the mark.

C

Impediments to the provision of adequate notice, the Third Circuit emphasized, rendered highly problematic any endeavor to tie to a settlement class persons with no perceptible asbestos-related disease at the time of the settlement. Id., at 633; cf. In re Asbestos Litigation, 90 F. 3d, at 999-1000 (Smith, J., dissenting). Many persons in the exposure-only category, the Court of Appeals stressed, may not even know of their exposure, or realize the extent of the harm they may incur. Even if they fully appreciate the significance of class notice, those without current afflictions may not have the information or foresight needed to decide, intelligently, whether to stay in or opt out.

Family members of asbestos-exposed individuals may themselves fall prey to disease or may ultimately have ripe claims for loss of consortium. Yet large numbers of people in this category — future spouses and children of asbestos victims — could not be alerted to their class membership. And current spouses and children of the occupationally exposed may know nothing of that exposure.

Because we have concluded that the class in this case cannot satisfy the requirements of common issue predominance and adequacy of representation, we need not rule, definitively, on the notice given here. In accord with the Third Circuit, however, see 83 F. 3d, at 633-634, we recognize the gravity of the question whether class action notice sufficient under the Constitution and Rule 23 could ever be given to legions so unselfconscious and amorphous.

V

The argument is sensibly made that a nationwide administrative claims processing regime would provide the most secure, fair, and efficient means of compensating victims of as*629bestos exposure.21 Congress, however, has not adopted such a solution. And Rule 23, which must be interpreted with fidelity to the Rules Enabling Act and applied with the interests of absent class members in close view, cannot carry the large load CCR, class counsel, and the District Court heaped upon it. As this case exemplifies, the rulemakers’ prescriptions for class actions may be endangered by “those who embrace [Rule 23] too enthusiastically just as [they are by] those who approach [the Rule] with distaste.” C. Wright, Law of Federal Courts 508 (5th ed. 1994); cf. 83 F. 3d, at 634 (suggesting resort to less bold aggregation techniques, including more narrowly defined class certifications).

* * *

For the reasons stated, the judgment of the Court of Appeals for the Third Circuit is

Affirmed.

Justice O’Connor took no part in the consideration or decision of this case.

Justice Breyer,

with whom Justice Stevens joins, concurring in part and dissenting in part.

Although I agree with the Court’s basic holding that “[settlement is relevant to a class certification,” ante, at 619,1 find several problems in its approach that lead me to a different conclusion. First, I believe that the need for settlement in this mass tort case, with hundreds of thousands of lawsuits, is greater than the Court’s opinion suggests. Second, I would give more weight than would the majority to settlement-related issues for purposes of determining whether common issues predominate. Third, I am uncertain about the Court’s determination of adequacy of representa*630tion, and do not believe it appropriate for this Court to second-guess the District Court on the matter without first having the Court of Appeals consider it. Fourth, I am uncertain about the tenor of an opinion that seems to suggest the settlement is unfair. And fifth, in the absence of further review by the Court of Appeals, I cannot accept the majority’s suggestions that “notice” is inadequate.

These difficulties flow from the majority’s review of what are highly fact-based, complex, and difficult matters, matters that are inappropriate for initial review before this Court. The law gives broad leeway to district courts in making class certification decisions, and their judgments are to be reviewed by the court of appeals only for abuse of discretion. See Califano v. Yamasaki, 442 U. S. 682, 703 (1979). Indeed, the District Court’s certification decision rests upon more than 300 findings of fact reached after five weeks of comprehensive hearings. Accordingly, I do not believe that we should in effect set aside the findings of the District Court. That court is far more familiar with the issues and litigants than is a court of appeals or are we, and therefore has “broad power and discretion ... with respect to matters involving the certification” of class actions. Reiter v. Sonotone Corp., 442 U. S. 330, 345 (1979); cf. Cooter & Gell v. Hartmarx Corp., 496 U. S. 384, 402 (1990) (district court better situated to make fact-dependent legal determinations in Rule 11 context).

I do not believe that we can rely upon the Court of Appeals’ review of the District Court record, for that review, and its ultimate conclusions, are infected by a legal error. E. g., Georgine v. Amchem Products, Inc., 83 F. 3d 610, 626 (CA3 1996) (holding that “considered as a litigation class,” the class cannot meet Federal Rule of Civil Procedure 23’s requirements (emphasis added)). There is no evidence that the Court of Appeals at any point considered the settlement as something that would help the class meet Rule 23. I find, moreover, the fact-related issues presented here sufficiently *631close to warrant further detailed appellate court review under the correct legal standard. Cf. Reno v. Bossier Parish School Bd., 520 U. S. 471, 486 (1997). And I shall briefly explain why this is so.

I

First, I believe the majority understates the importance of settlement in this case. Between 13 and 21 million workers have been exposed to asbestos in the workplace — over the past 40 or 50 years — but the most severe instances of such exposure probably occurred three or four decades ago. See Report of The Judicial Conference Ad Hoc Committee on Asbestos Litigation, pp. 6-7 (Mar. 1991) (Judicial Conference Report); App. 781-782, 801; B. Castleman, Asbestos: Medical and Legal Aspects 787-788 (4th ed. 1996). This exposure has led to several hundred thousand lawsuits, about 15% of which involved claims for cancer and about 30% for asbestosis. See In re Joint Eastern and Southern Dist. Asbestos Litigation, 129 B. R. 710, 936-937 (E and SD N. Y. 1991). About half of the suits have involved claims for pleural thickening and plaques — the harmfulness of which is apparently controversial. (One expert below testified that they “don’t transform into cancer” and are not “predictor[s] of future disease,” App. 781.) Some of those who suffer from the most serious injuries, however, have received little or no compensation. In re School Asbestos Litigation, 789 F. 2d 996, 1000 (CA3 1986); see also Edley & Weiler, Asbestos: A Multi-Billion-Dollar Crisis, 30 Harv. J. Legis. 383, 384, 393 (1993) (“[U]p to one-half of asbestos claims are now being filed by people who have little or no physical impairment. Many of these claims produce substantial payments (and substantial costs) even though the individual litigants will never become impaired”). These lawsuits have taken up more than 6% of all federal civil filings in one recent year, and are subject to a delay that is twice that of other civil suits. Judicial Conference Report 7, 10-11.

*632Delays, high costs, and a random pattern of noncompensation led the Judicial Conference Ad Hoc Committee on Asbestos Litigation to transfer all federal asbestos personal-injury cases to the Eastern District of Pennsylvania in an effort to bring about a fair and comprehensive settlement. It is worth considering a few of the Committee’s comments. See Judicial Conference Report 2 (“‘Decisions concerning thousands of deaths, millions of injuries, and billions of dollars are entangled in a litigation system whose strengths have increasingly been overshadowed by its weaknesses.’ The ensuing five years have seen the picture worsen: increased filings, larger backlogs, higher costs, more bankruptcies and poorer prospects that judgments — if ever obtained — can be collected” (quoting Rand Corporation Institute for Civil Justice)); id., at 13 (“The transaction costs associated with asbestos litigation are an unconscionable burden on the victims of asbestos disease.” “[0]f each asbestos litigation dollar, 61 cents is consumed in transaction costs .... Only 39 cents were paid to the asbestos victims” (citing Rand finding)); id., at 12 (“Delays also can increase transaction costs, especially the attorneys’ fees paid by defendants at hourly rates. These costs reduce either the insurance fund or the company’s assets, thereby reducing the funds available to pay pending and future claimants. By the end of the trial phase in [one case], at least seven defendants had declared bankruptcy (as a result of asbestos claims generally”)); see also J. Weinstein, Individual Justice in Mass Tort Litigation 155 (1995); Edley & Weiler, supra, at 389-395.

Although the transfer of the federal asbestos cases did not produce a general settlement, it was intertwined with and led to a lengthy year-long negotiation between the cochairs of the Plaintiff’s Multi-District Litigation Steering Committee (elected by the Plaintiff’s Committee Members and approved by the District Court) and the 20 asbestos defendants who are before us here. Georgine v. Amchem Products, Inc., 157 F. R. D. 246, 266-267 (ED Pa. 1994); App. 660-662. *633These “protracted and vigorous” negotiations led to the present partial settlement, which will pay an estimated $1.3 billion and compensate perhaps 100,000 class members in the first 10 years. 157 F. R. D., at 268, 287. “The negotiations included a substantial exchange of information” between class counsel and the 20 defendant companies, including “confidential data” showing the defendants’ historical settlement averages, numbers of claims filed and settled, and insurance resources. Id., at 267. “Virtually no provision” of the settlement “was not the subject of significant negotiation,” and the settlement terms “changed substantially” during the negotiations. Ibid. In the end, the negotiations produced a settlement that, the District Court determined based on its detailed review of the process, was “the result of arms-length adversarial negotiations by extraordinarily competent and experienced attorneys.” Id., at 335.

The District Court, when approving the settlement, concluded that it improved the plaintiffs’ chances of compensation and reduced total legal fees and other transaction costs by a significant amount. Under the previous system, according to the court, “[t]he sickest of victims often go uncompensated for years while valuable funds go to others who remain unimpaired by their mild asbestos disease.” Ibid. The court believed the settlement would create a compensation system that would make more money available for plaintiffs who later develop serious illnesses.

I mention this matter because it suggests that the settlement before us is unusual in terms of its importance, both to many potential plaintiffs and to defendants, and with respect to the time, effort, and expenditure that it reflects. All of which leads me to be reluctant to set aside the District Court’s findings without more assurance than I have that they are wrong. I cannot obtain that assurance through comprehensive review of the record because that is properly the job of the Court of Appeals and that court, understandably, but as we now hold, mistakenly, believed that settle*634ment was not a relevant (and, as I would say, important) consideration.

Second, the majority, in reviewing the District Court’s determination that common “issues of fact and law predominate,” says that the predominance “inquiry trains on the legal or factual questions that qualify each class member’s case as a genuine controversy, questions that preexist any settlement.” Ante, at 623 (footnote omitted). I find it difficult to interpret this sentence in a way that could lead me to the majority’s conclusion. If the majority means that these presettlement questions are what matters, then how does it reconcile its statement with its basic conclusion that “settlement is relevant” to class certification, or with the numerous lower court authority that says that settlement is not only relevant, but important? See, e. g., In re A. H. Robins Co., 880 F. 2d 709, 740 (CA4), cert. denied sub nom. Anderson v. Aetna Casualty & Surety Co., 493 U. S. 959 (1989); In re Beef Industry Antitrust Litigation, 607 F. 2d 167, 177-178 (CA5 1979), cert. denied sub nom. Iowa Beef Processors, Inc. v. Meat Price Investigators Assn., 452 U. S. 905 (1981); 2 H. Newberg & A. Conte, Newberg on Class Actions § 11.27, pp. 11-54 to 11-55 (3d ed. 1992).

Nor do I understand how one could decide whether common questions “predominate” in the abstract — without looking at what is likely to be at issue in the proceedings that will ensue, namely, the settlement. Every group of human beings, after all, has some features in common, and some that differ. How can a court make a contextual judgment of the sort that Rule 23 requires without looking to what proceedings will follow? Such guideposts help it decide whether, in light of common concerns and differences, certification will achieve Rule 23’s basic objective — “economies of time, effort, and expense.” Advisory Committee’s Notes on Fed. Rule Civ. Proc. 23(b)(3), 28 U. S. C. App., p. 697. As this Court has previously observed, “sometimes it may be necessary for the court to probe behind the pleadings before coming to *635rest on the certification question.” General Telephone Co. of Southwest v. Falcon, 457 U. S. 147, 160 (1982); see also 7B C. Wright, A. Miller, & M. Kane, Federal Practice and Procedure § 1785, p. 107, and n. 34 (1986). I am not saying that the “settlement counts only one way.” Ante, at 620, n. 16. Rather, the settlement may simply “add a great deal of information to the court’s inquiry and will often expose diverging interests or common issues that were not evident or clear from the complaint” and courts “can and should” look to it to enhance the “ability ... to make informed certification decisions.” In re Asbestos Litigation, 90 F. 3d 963, 975 (CA5 1996).

The majority may mean that the District Court gave too much weight to the settlement. But I am not certain how it can reach that conclusion. It cannot rely upon the Court of Appeals, for that court gave no positive weight at all to the settlement. Nor can it say that the District Court relied solely on “a common interest in a fair compromise,” ante, at 623, for the District Court did not do so. Rather, it found the settlement relevant because it explained the importance of the class plaintiffs’ common features and common interests. The court found predominance in part because:

“The members of the class have all been exposed to asbestos products supplied by the defendants and all share an interest in receiving prompt and fair compensation for their claims, while minimizing the risks and transaction costs inherent in the asbestos litigation process as it occurs presently in the tort system.” 157 F. R. D., at 316.

The settlement is relevant because it means that these common features and interests are likely to be important in the proceeding that would ensue — a proceeding that would focus primarily upon whether or not the proposed settlement fairly and properly satisfied the interests class members had in common. That is to say, the settlement underscored the im*636portance of (a) the common fact of exposure, (b) the common interest in receiving some compensation for certain rather than running a strong risk of no compensation, and (c) the common interest in avoiding large legal fees, other transaction costs, and delays. Ibid.

Of course, as the majority points out, there are also important differences among class members. Different plaintiffs were exposed to different products for different times; each has a distinct medical history and a different history of smoking; and many cases arise under the laws of different States. The relevant question, however, is how much these differences matter in respect to the legal proceedings that lie ahead. Many, if not all, toxic tort class actions involve plaintiffs with such differences. And the differences in state law are of diminished importance in respect to a proposed settlement in which the defendants have waived all defenses and agreed to compensate all those who were injured. Id., at 292.

These differences might warrant subclasses, though subclasses can have problems of their own. “There can be a cost in creating more distinct subgroups, each with its own representation. . . . [T]he more subclasses created, the more severe conflicts bubble to the surface and inhibit settlement. ... The resources of defendants and, ultimately, the community must not be exhausted by protracted litigation.” Weinstein, Individual Justice in Mass Tort Litigation, at 66. Or these differences may be too serious to permit an effort at group settlement. This kind of determination, as I have said, is one that the law commits to the discretion of the district court — reviewable for abuse of discretion by a court of appeals. I believe that we are far too distant from the litigation itself to reweigh the fact-specific Rule 23 determinations and to find them erroneous without the benefit of the Court of Appeals first having restudied the matter with today’s legal standard in mind.

*637Third, the majority concludes that the “representative parties” will not “fairly and adequately protect the interests of the class.” Rule 23(a)(4). It finds a serious conflict between plaintiffs who are now injured and those who may be injured in the future because “for the currently injured, the critical goal is generous immediate payments,” a goal that “tugs against the interest of exposure-only plaintiffs in ensuring an ample, inflation-protected fund for the future.” Ante, at 626.

I agree that there is a serious problem, but it is a problem that often exists in toxic tort cases. See Weinstein, supra, at 64 (noting that conflict “between present and future claimants” “is almost always present in some form in mass tort cases because long latency periods are needed to discover injuries”); see also Judicial Conference Report 34-35 (“Because many of the defendants in these cases have limited assets that may be called upon to satisfy the judgments obtained under current common tort rules and remedies, there is a ‘real and present danger that the available assets will be exhausted before those later victims can seek compensation to which they are entitled’ ” (citation omitted)). And it is a problem that potentially exists whenever a single defendant injures several plaintiffs, for a settling plaintiff leaves fewer assets available for the others. With class actions, at least, plaintiffs have the consolation that a district court, thoroughly familiar with the facts, is charged with the responsibility of ensuring that the interests of no class members are sacrificed.

But this Court cannot easily safeguard such interests through review of a cold record. “What constitutes adequate representation is a question of fact that depends on the circumstances of each case.” 7A Wright, Miller, & Kane, Federal Practice and Procedure § 1765, at 271. That is particularly so when, as here, there is an unusual baseline, namely, the “‘real and present danger’” described by the Judicial Conference Report above. The majority’s use of the *638lack of an inflation adjustment as evidence of inadequacy of representation for future plaintiffs, ante, at 626-627, is one example of this difficulty. An inflation adjustment might not be as valuable as the majority assumes if most plaintiffs are old and not worried about receiving compensation decades from now. There are, of course, strong arguments as to its value. But that disagreement is one that this Court is poorly situated to resolve.

Further, certain details of the settlement that are not discussed in the majority opinion suggest that the settlement may be of greater benefit to future plaintiffs than the majority suggests. The District Court concluded that future plaintiffs receive a “significant value” from the settlement due to a variety of its items that benefit future plaintiffs, such as: (1) tolling the statute of limitations so that class members “will no longer be forced to file premature lawsuits or risk their claims being time-barred”; (2) waiver of defenses to liability; (3) payment of claims, if and when members become sick, pursuant to the settlement’s compensation standards, which avoids “the uncertainties, long delays and high transaction costs [including attorney’s fees] of the tort system”; (4) “some assurance that there will be funds available if and when they get sick,” based on the finding that each defendant “has shown an ability to fund the payment of all qualifying claims” under the settlement; and (5) the right to additional compensation if cancer develops (many settlements for plaintiffs with noncancerous conditions bar such additional claims). 157 F. R. D., at 292. For these reasons, and others, the District Court found that the distinction between present and future plaintiffs was “illusory.” Id,., at 317-318.

I do not know whether or not the benefits are more or less valuable than an inflation adjustment. But I can certainly recognize an argument that they are. (To choose one more brief illustration, the majority chastises the settlement for extinguishing loss-of-consortium claims, ante, at 627, 628, but *639does not note that, as the District Court found, the “defendants’ historical [settlement] averages, upon which the compensation values aré based, include payments for loss of consortium claims, and, accordingly, the Compensation Schedule is not unfair for this ascribed reason,” 157 F. R. D., at 278.) The difficulties inherent in both knowing and understanding the vast number of relevant individual fact-based determinations here counsel heavily in favor of deference to district court decisionmaking in Rule 23 decisions. Or, at the least, making certain that appellate court review has taken place with the correct standard in mind.

Fourth, I am more agnostic than is the majority about the basic fairness of the settlement. Ante, at 625-628. The District Court’s conclusions rested upon complicated factual findings that are not easily cast aside. It is helpful to consider some of them, such as its determination that the settlement provided “fair compensation . . . while reducing the delays and transaction costs endemic to the asbestos litigation process” and that “the proposed class action settlement is superior to other available methods for the fair and efficient resolution of the asbestos-related personal injury claims of class members.” 157 F. R. D., at 316 (citation omitted); see also id., at 335 (“The inadequate tort system has demonstrated that the lawyers are well paid for their services but the victims are not receiving speedy and reasonably inexpensive resolution of their claims. Rather, the victims’ recoveries are delayed, excessively reduced by transaction costs and relegated to the impersonal group trials and mass consolidations. The sickest of victims often go uncompensated for years while valuable funds go to others who remain unimpaired by their mild asbestos disease. Indeed, these unimpaired victims have, in many states, been forced to assert their claims prematurely or risk giving up all rights to future compensation for any future lung cancer or mesotheli-oma. The plan which this Court approves today will correct that unfair result for the class members and the . . . defend*640ants”); id., at 279, 280 (settlement “will result in less delay for asbestos claimants than that experienced in the present tort system” and will “result in the CCR defendants paying more claims at a faster rate, than they have ever paid before”); id., at 292; Edley & Weiler, 30 Harv. J. Legis., at 405, 407 (finding that “[tjhere are several reasons to believe that this settlement secures important gains for both sides” and that they “firmly endorse the fairness and adequacy of this settlement”). Indeed, the settlement has been endorsed as fair and reasonable by the AFL-CIO (and its Building and Construction Trades Department), which represents a “ ‘substantial percentage’ ” of class members, 157 F. R. D., at 325, and which has a role in monitoring implementation of the settlement, id., at 285. I do not intend to pass judgment upon the settlement’s fairness, but I do believe that these matters would have to be explored in far greater depth before I could reach a conclusion about fairness. And that task, as I have said, is one for the Court of Appeals.

Finally, I believe it is up to the District Court, rather than this Court, to review the legal sufficiency of notice to members of the class. The District Court found that the plan to provide notice was implemented at a cost of millions of dollars and included hundreds of thousands of individual notices, a wide-ranging television and print campaign, and significant additional efforts by 35 international and national unions to notify their members. Id., at 312-313, 336. Every notice emphasized that an individual did not currently have to be sick to be a class member. And in the end, the District Court was “confident” that Rule 23. and due process requirements were satisfied because, as a result of this “extensive and expensive notice procedure,” “over six million” individuals “received actual notice materials,” and “millions more” were reached by the media campaign. Id., at 312, 333, 336. Although the majority, in principle, is reviewing a Court of Appeals’ conclusion, it seems to me that its opinion might call into question the fact-related determinations of the District *641Court. Ante, at 628. To the extent that it does so, I disagree, for such findings cannot be so quickly disregarded. And I do not think that our precedents permit this Court to do so. See Reiter, 442 U. S., at 345; Yamasaki, 442 U. S., at 703.

II

The issues in this case are complicated and difficult. The District Court might have been correct. Or not. Subclasses might be appropriate. Or not. I cannot tell. And I do not believe that this Court should be in the business of trying to make these fact-based determinations. That is a job suited to the district courts in the first instance, and the courts of appeals on review. But there is no reason in this case to believe that the Court of Appeals conducted its prior review with an understanding that the settlement could have constituted a reasonably strong factor in favor of class certification. For this reason, I would provide the courts below with an opportunity to analyze the factual questions involved in certification by vacating the judgment, and remanding the case for further proceedings.

*336Justice Scalia

delivered the opinion of the Court.

Section 2 of the Federal Arbitration Act (FAA) makes agreements to arbitrate “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. We consider whether the FAA prohibits States from conditioning the enforceability of certain arbitration agreements on the availability of classwide arbitration procedures.

I

In February 2002, Vincent and Liza Concepcion entered into an agreement for the sale and servicing of cellular telephones with AT&T Mobility LLC (AT&T).1 The contract provided for arbitration of all disputes between the parties, but required that claims be brought in the parties’ “individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.” App. to Pet. for Cert. 61a.2 The agreement authorized AT&T to make unilateral amendments, which it did to the arbitration provision on several occasions. The version at issue in this case reflects revisions made in December 2006, which the parties agree are controlling.

The revised agreement provides that customers may initiate dispute proceedings by completing a one-page Notice of Dispute form available on AT&T’s Web site. AT&T may *337then offer to settle the claim; if it does not, or if the dispute is not resolved within 30 days, the customer may invoke arbitration by filing a separate Demand for Arbitration, also available on AT&T’s Web site. In the event the parties proceed to arbitration, the agreement specifies that AT&T must pay all costs for nonfrivolous claims; that arbitration must take place in the county in which the customer is billed; that, for claims of $10,000 or less, the customer may choose whether the arbitration proceeds in person, by telephone, or based only on submissions; that either party may bring a claim in small claims court in lieu of arbitration; and that the arbitrator may award any form of individual relief, including injunctions and presumably punitive damages. The agreement, moreover, denies AT&T any ability to seek reimbursement of its attorney’s fees, and, in the event that a customer receives an arbitration award greater than AT&T’s last written settlement offer, requires AT&T to pay a $7,500 minimum recovery and twice the amount of the claimant’s attorney’s fees.3

The Concepcions purchased AT&T service, which was advertised as including the provision of free phones; they were not charged for the phones, but they were charged $30.22 in sales tax based on the phones’ retail value. In March 2006, the Concepcions filed a complaint against AT&T in the United States District Court for the Southern District of California. The complaint was later consolidated with a putative class action alleging, among other things, that AT&T had engaged in false advertising and fraud by charging sales tax on phones it advertised as free.

In March 2008, AT&T moved to compel arbitration under the terms of its contract with the Concepcions. The Concepcions opposed the motion, contending that the arbitration agreement was unconscionable and unlawfully exculpatory *338under California law because it disallowed classwide procedures. The District Court denied AT&T’s motion. It described AT&T’s arbitration agreement favorably, noting, for example, that the informal dispute-resolution process was “quick, easy to use,” and likely to “promp[t] full or . .. even excess payment to the customer without the need to arbitrate or litigate”; that the $7,500 premium functioned as “a substantial inducement for the consumer to pursue the claim in arbitration” if a dispute was not resolved informally; and that consumers who were members of a class would likely be worse off. Laster v. T-Mobile USA, Inc., 2008 WL 5216255, *11-*12 (SD Cal., Aug. 11,2008). Nevertheless, relying on the California Supreme Court’s decision in Discover Bank v. Superior Court, 36 Cal. 4th 148, 113 P. 3d 1100 (2005), the court found that the arbitration provision was unconscionable because AT&T had not shown that bilateral arbitration adequately substituted for the deterrent effects of class actions. Laster, 2008 WL 5216255, *14.

The Ninth Circuit affirmed, also finding the provision unconscionable under California law as announced in Discover Bank. Laster v. AT&T Mobility LLC, 584 P. 3d 849, 855 (2009). It also held that the Discover Bank rule was not pre-empted by the PAA because that rule was simply “a refinement of the unconscionability analysis applicable to contracts generally in California.” 584 F. 3d, at 857 (internal quotation marks omitted). In response to AT&T’s argument that the Concepcions’ interpretation of California law discriminated against arbitration, the Ninth Circuit rejected the contention that “ ‘class proceedings will reduce the efficiency and expeditiousness of arbitration’” and noted that ‘“Discover Bank placed arbitration agreements with class action waivers on the exact same footing as contracts that bar class action litigation outside the context of arbitration.’ ” Id., at 858 (quoting Shroyer v. New Cingular Wireless Services, Inc., 498 F. 3d 976, 990 (CA9 2007)).

We granted certiorari, 560 U. S. 923 (2010).

*339h-i HH

The FAA was enacted in 1925 in response to widespread judicial hostility to arbitration agreements. See Hall Street Associates, L. L. C. v. Mattel, Inc., 552 U. S. 576, 581 (2008). Section 2, the “primary substantive provision of the Act,” Moses H. Cone Memorial Hospital v. Mercury Constr. Corp., 460 U. S. 1, 24 (1983), provides, in relevant part, as follows:

“A written provision in any maritime transaction or a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction ... shall be 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.

We have described this provision as reflecting both a “liberal federal policy favoring arbitration,” Moses H. Cone, supra, at 24, and the “fundamental principle that arbitration is a matter of contract,” Rent-A-Center, West, Inc. v. Jackson, 561 U. S. 63, 67 (2010). In line with these principles, courts must place arbitration agreements on an equal footing with other contracts, Buckeye Check Cashing, Inc. v. Cardegna, 546 U. S. 440, 443 (2006), and enforce them according to their terms, Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U. S. 468, 478 (1989).

The final phrase of § 2, however, permits arbitration agreements to be declared unenforceable “upon such grounds as exist at law or in equity for the revocation of any contract.” This saving clause permits agreements to arbitrate to be invalidated by “generally applicable contract defenses, such as fraud, duress, or unconseionability,” but not by defenses that apply only to arbitration or that derive their meaning from the fact that an agreement to arbitrate is at issue. Doctor’s Associates, Inc. v. Casarotto, 517 U. S. 681, 687 (1996); see also Perry v. Thomas, 482 U. S. 483, 492-493, n. 9 (1987). *340The question in this case is whether § 2 pre-empts California’s rule classifying most collective-arbitration waivers in consumer contracts as unconscionable. We refer to this rule as the Discover Bank rule.

Under California law, courts may refuse to enforce any contract found “to have been unconscionable at the time it was made,” or may “limit the application of any unconscionable clause.” Cal. Civ. Code Ann. § 1670.5(a) (West 1985). A finding of unconscionability requires “a ‘procedural’ and a ‘substantive’ element, the former focusing on ‘oppression’ or ‘surprise’ due to unequal bargaining power, the latter on ‘overly harsh’ or ‘one-sided’ results.” Armendariz v. Foundation Health Psychcare Servs., Inc., 24 Cal. 4th 83, 114, 6 P. 3d 669, 690 (2000); accord, Discover Bank, 36 Cal. 4th, at 159-161, 113 P. 3d, at 1108.

In Discover Bank, the California Supreme Court applied this framework to class-action waivers in arbitration agreements and held as follows:

“[W]hen the waiver is found in a consumer contract of adhesion in a setting in which disputes between the contracting parties predictably involve small amounts of damages, and when it is alleged that the party with the superior bargaining power has carried out a scheme to deliberately cheat large numbers of consumers out of individually small sums of money, then . . . the waiver becomes in practice the exemption of the party ‘from responsibility for [its] own fraud, or willful injury to the person or property of another.’ Under these circumstances, such waivers are unconscionable under California law and should not be enforced.” Id., at 162-163, 113 P. 3d, at 1110 (quoting Cal. Civ. Code Ann. § 1668).

California courts have frequently applied this rule to find arbitration agreements unconscionable. See, e. g., Cohen v. DIRECTV, Inc., 142 Cal. App. 4th 1442, 1451-1453, 48 Cal. Rptr. 3d 813, 819-821 (2006); Klussman v. Cross Country *341Bank, 134 Cal. App. 4th 1283, 1297, 36 Cal Rptr. 3d 728, 738-739 (2005); Aral v. EarthLink, Inc., 134 Cal. App. 4th 544, 556-557, 36 Cal. Rptr. 3d 229, 237-239 (2005).

Ill

A

The Concepcions argue that the Discover Bank rule, given its origins in California’s unconscionability doctrine and California’s policy against exculpation, is a ground that “exist[s] at law or in equity for the revocation of any contract” under FAA §2. Moreover, they argue that even if we construe the Discover Bank rule as a prohibition on collective-action waivers rather than simply an application of unconscionability, the rule would still be applicable to all dispute-resolution contracts, since California prohibits waivers of class litigation as well. See America Online, Inc. v. Superior Court, 90 Cal. App. 4th 1, 17-18, 108 Cal. Rptr. 2d 699, 711-713 (2001).

When state law prohibits outright the arbitration of a particular type of claim, the analysis is straightforward: The conflicting rule is displaced by the FAA. Preston v. Ferrer, 552 U. S. 346, 353 (2008). But the inquiry becomes more complex when a doctrine normally thought to be generally applicable, such as duress or, as relevant here, unconscionability, is alleged to have been applied in a fashion that disfavors arbitration. In Perry v. Thomas, 482 U. S. 483 (1987), for example, we noted that the FAA’s pre-emptive effect might extend even to grounds traditionally thought to exist “‘at law or in equity for the revocation of any contract.’” Id., at 492, n. 9 (emphasis deleted). We said that a court may not “rely on the uniqueness of an agreement to arbitrate as a basis for a state-law holding that enforcement would be unconscionable, for this would enable the court to effect what .. . the state legislature cannot.” Id., at 493, n. 9.

An obvious illustration of this point would be a ease finding unconscionable or unenforceable as against public policy *342consumer arbitration agreements that fail to provide for judicially monitored discovery. The rationalizations for such a holding are neither difficult to imagine nor different in kind from those articulated in Discover Bank. A court might reason that no consumer would knowingly waive his right to full discovery, as this would enable companies to hide their wrongdoing. Or the court might simply say that such agreements are exculpatory — restricting discovery would be of greater benefit to the company than the consumer, since the former is more likely to be sued than to sue. See Discover Bank, supra, at 161, 113 P. 3d, at 1108-1109 (arguing that class waivers are similarly one sided). And, the reasoning would continue, because such a rule applies the general principle of unconscionability or public-policy disapproval of exculpatory agreements, it is applicable to “any” contract and thus preserved by §2 of the FAA. In practice, of course, the rule would have a disproportionate impact on arbitration agreements; but it would presumably apply to contracts purporting to restrict discovery in litigation as well.

Other examples are easy to imagine. The same argument might apply to a rule classifying as unconscionable arbitration agreements that fail to abide by the Federal Rules of Evidence, or that disallow an ultimate disposition by a jury (perhaps termed “a panel of twelve lay arbitrators” to help avoid pre-emption). Such examples are not fanciful, since the judicial hostility towards arbitration that prompted the FAA had manifested itself in “a great variety” of “devices and formulas” declaring arbitration against public policy. Robert Lawrence Co. v. Devonshire Fabrics, Inc., 271 F. 2d 402, 406 (CA2 1959). And although these statistics are not definitive, it is worth noting that California’s courts have been more likely to hold contracts to arbitrate unconscionable than other contracts. Broome, An Unconscionable Application of the Unconscionability Doctrine: How the California Courts Are Circumventing the Federal Arbitration Act, 3 Hastings Bus. L. J. 39, 54, 66 (2006); Randall, Judicial *343Attitudes Toward Arbitration and the Resurgence of Unconscionability, 52 Buffalo L. Rev. 185,186-187 (2004).

The Concepcions suggest that all this is just a parade of horribles, and no genuine worry. “Rules aimed at destroying arbitration” or “demanding procedures incompatible with arbitration,” they concede, “would be preempted by the FA A because they cannot sensibly be reconciled with Section 2.” Brief for Respondents 32. The “grounds” available under § 2’s saving clause, they admit, “should not be construed to include a State’s mere preference for procedures that are incompatible with arbitration and ‘would wholly eviscerate arbitration agreements.’” Id., at 33 (quoting Carter v. SSC Odin Operating Co., LLC, 237 Ill. 2d 30, 50, 927 N. E. 2d 1207, 1220 (2010)).4

We largely agree. Although § 2’s saving clause preserves generally applicable contract defenses, nothing in it suggests an intent to preserve state-law rules that stand as an obstacle to the accomplishment of the FAA’s objectives. Cf. Geier v. American Honda Motor Co., 529 U. S. 861, 872 (2000); Crosby v. National Foreign Trade Council, 530 U. S. 363, 372-373 (2000). As we have said, a federal statute’s saving clause “ ‘cannot in reason be construed as [allowing] a common law right, the continued existence of which would be absolutely inconsistent with the provisions of the act. In other words, the act cannot be held to destroy itself.’” American Telephone & Telegraph Co. v. Central Office Telephone, Inc., 524 U. S. 214, 227-228 (1998) (quoting Texas & Pacific R. Co. v. Abilene Cotton Oil Co., 204 U. S. 426, 446 (1907)).

*344We differ with the Concepcions only in the application of this analysis to the matter before us. We do not agree that rules requiring judicially monitored discovery or adherence to the Federal Rules of Evidence are “a far cry from this case.” Brief for Respondents 32. The overarching purpose of the FAA, evident in the text of §§2, 3, and 4, is to ensure the enforcement of arbitration agreements according to their terms so as to facilitate streamlined proceedings. Requiring the availability of classwide arbitration interferes with fundamental attributes of arbitration and thus creates a scheme inconsistent with the FAA.

B

The “principal purpose” of the FAA is to “ensur[e] that private arbitration agreements are enforced according to their terms.” Volt, 489 U. S., at 478; see also Stolt-Nielsen S. A. v. AnimalFeeds Int’l Corp., 559 U. S. 662, 681-682 (2010). This purpose is readily apparent from the FAA’s text. Section 2 makes arbitration agreements “valid, irrevocable, and enforceable” as written (subject, of course, to the saving clause); § 3 requires courts to stay litigation of arbitral claims pending arbitration of those claims “in accordance with the terms of the agreement”; and §4 requires courts to compel arbitration “in accordance with the terms of the agreement” upon the motion of either party to the agreement (assuming that the “making of the arbitration agreement or the failure ... to perform the same” is not at issue). In light of these provisions, we have held that parties may agree to limit the issues subject to arbitration, Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U. S. 614, 628 (1985), to arbitrate according to specific rules, Volt, supra, at 479, and to limit with whom a party will arbitrate its disputes, Stolt-Nielsen, supra, at 683.

The point of affording parties discretion in designing arbitration processes is to allow for efficient, streamlined procedures tailored to the type of dispute. It can be speci*345fled, for example, that the decisionmaker be a specialist in the relevant field, or that proceedings be kept confidential to protect trade secrets. And the informality of arbitral proceedings is itself desirable, reducing the cost and increasing the speed of dispute resolution. 14 Penn Plaza LLC v. Pyett, 556 U. S. 247, 269 (2009); Mitsubishi Motors Corp., supra, at 628.

The dissent quotes Dean Witter Reynolds Inc. v. Byrd, 470 U. S. 213, 219 (1985), as ‘“rejecting] the suggestion that the overriding goal of the Arbitration Act was to promote the expeditious resolution of claims.’” Post, at 360 (opinion of Breyer, J.). That is greatly misleading. After saying (accurately enough) that “the overriding goal of the Arbitration Act was [not] to promote the expeditious resolution of claims,” but to “ensure judicial enforcement of privately made agreements to arbitrate,” 470 U. S., at 219, Dean Witter went on to explain: “This is not to say that Congress was blind to the potential benefit of the legislation for expedited resolution of disputes. Far from it . . . .” Id., at 220. It then quotes a House Report saying that “the costliness and delays of litigation . . . can be largely eliminated by agreements for arbitration.” Ibid, (quoting H. R. Rep. No. 96, 68th Cong., 1st Sess., 2 (1924)). The concluding paragraph of this part of its discussion begins as follows:

“We therefore are not persuaded by the argument that the conflict between two goals of the Arbitration Act — enforcement of private agreements and encouragement of efficient and speedy dispute resolution — must be resolved in favor of the latter in order to realize the intent of the drafters.” 470 U. S., at 221.

In the present case, of course, those “two goals” do not conflict — and it is the dissent’s view that would frustrate both of them.

Contrary to the dissent’s view, our cases place it beyond dispute that the FAA was designed to promote arbitration. *346They have repeatedly described the Act as “embod[ying] [a] national policy favoring arbitration,” Buckeye Check Cashing, 546 U. S., at 443, and “a liberal federal policy favoring arbitration agreements, notwithstanding any state substantive or procedural policies to the contrary,” Moses H. Cone, 460 U. S., at 24; see also Hall Street Assocs., 552 U. S., at 581. Thus, in Preston v. Ferrer, holding pre-empted a state-law rule requiring exhaustion of administrative remedies before arbitration, we said: “A prime objective of an agreement to arbitrate is to achieve 'streamlined proceedings and expeditious results/ ” which objective would be “frustrated” by requiring a dispute to be heard by an agency first. 552 U. S., at 357-358. That rule, we said, would, “at the least, hinder speedy resolution of the controversy.” Id., at 358.5

California’s Discover Bank rule similarly interferes with arbitration. Although the rule does not require classwide arbitration, it allows any party to a consumer contract to demand it ex post. The rule is limited to adhesion contracts, Discover Bank, 36 Cal. 4th, at 162-163, 113 P. 3d, at 1110, but the times in which consumer contracts were anything *347other than adhesive are long past.6 Carbajal v. H&R Block Tax Servs., Inc., 372 F. 3d 903, 906 (CA7 2004); see also Hill v. Gateway 2000, Inc., 105 F. 3d 1147, 1149 (CA7 1997). The rule also requires that damages be predictably small, and that the consumer allege a scheme to cheat consumers. Discover Bank, supra, at 162-163, 113 P. 3d, at 1110. The former requirement, however, is toothless and malleable (the Ninth Circuit has held that damages of $4,000 are sufficiently small, see Oestreicher v. Alienware Corp., 322 Fed. Appx. 489, 492 (2009) (unpublished)), and the latter has no limiting effect, as all that is required is an allegation. Consumers remain free to bring and resolve their disputes on a bilateral basis under Discover Bank, and some may well do so; but there is little incentive for lawyers to arbitrate on behalf of individuals when they may do so for a class and reap far higher fees in the process. And faced with inevitable class arbitration, companies would have less incentive to continue resolving potentially duplicative claims on an individual basis.

Although we have had little occasion to examine classwide arbitration, our decision in Stolt-Nielsen is instructive. In that case we held that an arbitration panel exceeded its power under § 10(a)(4) of the FAA by imposing class procedures based on policy judgments rather than the arbitration agreement itself or some background principle of contract law that would affect its interpretation. 559 U. S., at 684-687. We then held that the agreement at issue, which was silent on the question of class procedures, could not be interpreted to allow them because the “changes brought about by the shift from bilateral arbitration to class-action arbitration” are “fundamental.” Id., at 686. This is obvious as a *348structural matter: Classwide arbitration includes absent parties, necessitating additional and different procedures and involving higher stakes. Confidentiality becomes more difficult. And while it is theoretically possible to select an arbitrator with some expertise relevant to the class-certification question, arbitrators are not generally knowledgeable in the often-dominant procedural aspects of certification, such as the protection of absent parties. The conclusion follows that class arbitration, to the extent it is manufactured by Discover Bank rather than consensual, is inconsistent with the FAA.

First, the switch from bilateral to class arbitration sacrifices the principal advantage of arbitration — its informality — and makes the process slower, more costly, and more likely to generate procedural morass than final judgment. “In bilateral arbitration, parties forgo the procedural rigor and appellate review of the courts in order to realize the benefits of private dispute resolution: lower costs, greater efficiency and speed, and the ability to choose expert adjudicators to resolve specialized disputes.” 559 U. S., at 685. But before an arbitrator may decide the merits of a claim in classwide procedures, he must first decide, for example, whether the class itself may be certified, whether the named parties are sufficiently representative and typical, and how discovery for the class should be conducted. A cursory comparison of bilateral and class arbitration illustrates the difference. According to the American Arbitration Association (AAA), the average consumer arbitration between January and August 2007 resulted in a disposition on the merits in six months, four months if the arbitration was conducted by documents only. AAA, Analysis of the AAA’s Consumer Arbitration Caseload, online at http://www.adr.org/si.asp7idr: 5027 (all Internet materials as visited Apr. 25, 2011, and available in Clerk of Court’s case file). As of September 2009, the AAA had opened 283 class arbitrations. Of those, 121 remained active, and 162 had been settled, withdrawn, *349or dismissed. Not a single one, however, had resulted in a final award on the merits. Brief for AAA as Amicus Curiae in Stolt-Nielsen, O. T. 2009, No. 08-1198, pp. 22-24. For those cases that were no longer active, the median time from filing to settlement, withdrawal, or dismissal — not judgment on the merits — was 583 days, and the mean was 630 days. Id., at 24.7

Second, class arbitration requires procedural formality. The AAAs rules governing class arbitrations mimic the Federal Rules of Civil Procedure for class litigation. Compare AAA, Supplementary Rules for Class Arbitrations (effective Oct. 8, 2003), online at http://www.adr.org/sp.asp?id=21936, with Fed. Rule Civ. Proc. 23. And while parties can alter those procedures by contract, an alternative is not obvious. If procedures are too informal, absent class members would not be bound by the arbitration. For a class-action money judgment to bind absentees in litigation, class representatives must at all times adequately represent absent class members, and absent members must be afforded notice, an opportunity to be heard, and a right to opt out of the class. Phillips Petroleum Co. v. Shutts, 472 U. S. 797, 811-812 (1985). At least this amount of process would presumably be required for absent parties to be bound by the results of arbitration.

We find it unlikely that in passing the FAA Congress meant to leave the disposition of these procedural requirements to an arbitrator. Indeed, class arbitration was not even envisioned by Congress when it passed the FAA in 1925; as the California Supreme Court admitted in Discover Bank, class arbitration is a “relatively recent development.” 36 Cal. 4th, at 163, 113 P. 3d, at 1110. And it is at the very *350least odd to think that an arbitrator would be entrusted with ensuring that third parties’ due process rights are satisfied.

Third, class arbitration greatly increases risks to defendants. Informal procedures do of course have a cost: The absence of multilayered review makes it more likely that errors will go uncorrected. Defendants are willing to accept the costs of these errors in arbitration, since their impact is limited to the size of individual disputes, and presumably outweighed by savings from avoiding the courts. But when damages allegedly owed to tens of thousands of potential claimants are aggregated and decided at once, the risk of an error will often become unacceptable. Faced with even a small chance of a devastating loss, defendants will be pressured into settling questionable claims. Other courts have noted the risk of “in terrorem” settlements that class actions entail, see, e. g., Kohen v. Pacific Inv. Management Co. LLC, 571 F. 3d 672, 677-678 (CA7 2009), and class arbitration would be no different.

Arbitration is poorly suited to the higher stakes of class litigation. In litigation, a defendant may appeal a certification decision on an interlocutory basis and, if unsuccessful, may appeal from a final judgment as well. Questions of law are reviewed de novo and questions of fact for clear error. In contrast, 9 U. S. C. § 10 allows a court to vacate an arbitral award only where the award “was procured by corruption, fraud, or undue means”; “there was evident partiality or corruption in the arbitrators”; “the arbitrators were guilty of misconduct in refusing to postpone the hearing ... or in refusing to hear evidence pertinent and material to the controversy^] or of any other misbehavior by which the rights of any party have been prejudiced”; or if the “arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award ... was not made.” The AAA rules do authorize judicial review of certification decisions, but this review is unlikely to have much effect given these limitations; review under § 10 focuses on misconduct *351rather than mistake. And parties may not contractually expand the grounds or nature of judicial review. Hall Street Assocs., 552 U. S., at 578. We find it hard to believe that defendants would bet the company with no effective means of review, and even harder to believe that Congress would have intended to allow state courts to force such a decision.8

The Concepcions contend that because parties may and sometimes do agree to aggregation, class procedures are not necessarily incompatible with arbitration. But the same could be said about procedures that the Concepcions admit States may not superimpose on arbitration: Parties could agree to arbitrate pursuant to the Federal Rules of Civil Procedure, or pursuant to a discovery process rivaling that in litigation. Arbitration is a matter of contract, and the FAA requires courts to honor parties’ expectations. Rent-A-Center, West, 561 U. S., at 67-69. But what the parties in the aforementioned examples would have agreed to is not arbitration as envisioned by the FAA, lacks its benefits, and therefore may not be required by state law.

The dissent claims that class proceedings are necessary to prosecute small-dollar claims that might otherwise slip through the legal system. See post, at 365. But States cannot require a procedure that is inconsistent with the FAA, even if it is desirable for unrelated reasons. Moreover, the claim here was most unlikely to go unresolved. As noted earlier, the arbitration agreement provides that AT&T will *352pay claimants a minimum of $7,500 and twice their attorney’s fees if they obtain an arbitration award greater than AT&T’s last settlement offer. The District Court found this scheme sufficient to provide incentive for the individual prosecution of meritorious claims that are not immediately settled, and the Ninth Circuit admitted that aggrieved customers who filed claims would be “essentially guarantee^]” to be made whole, 584 F. 3d, at 856, n. 9. Indeed, the District Court concluded that the Concepcions were better off under their arbitration agreement with AT&T than they would have been as participants in a class action, which “could take months, if not years, and which may merely yield an opportunity to submit a claim for recovery of a small percentage of a few dollars.” Laster, 2008 WL 5216255, *12.

* * *

Because it “stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress,” Hines v. Davidowitz, 312 U. S. 52, 67 (1941), California’s Discover Bank rule is pre-empted by the FAA. The judgment of the Ninth Circuit is reversed, and the case is remanded for further proceedings consistent with this opinion.

It is so ordered.

Justice Thomas,

concurring.

Section 2 of the Federal Arbitration Act (FAA) provides that an arbitration provision “shall be 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. The question here is whether California’s Discover Bank rule, see Discover Bank v. Superior Court, 36 Cal. 4th 148, 113 P. 3d 1100 (2005), is a “groun[d]... for the revocation of any contract.”

It would be absurd to suggest that § 2 requires only that a defense apply to “any contract.” If §2 means anything, it *353is that courts cannot refuse to enforce arbitration agreements because of a state public policy against arbitration, even if the policy nominally applies to “any contract.” There must be some additional limit on the contract defenses permitted by § 2. Cf. ante, at 351 (opinion of the Court) (state law may not require procedures that are “not arbitration as envisioned by the FAA” and “lac[k] its benefits”); post, at 361 (Breyer, J., dissenting) (state law may require only procedures that are “consistent with the use of arbitration”).

I write separately to explain how I would find that limit in the FAA’s text. As I would read it, the FAA requires that an agreement to arbitrate be enforced unless a party successfully challenges the formation of the arbitration agreement, such as by proving fraud or duress. 9 U. S. C. §§ 2, 4. Under this reading, I would reverse the Court of Appeals because a district court cannot follow both the FAA and the Discover Bank rule, which does not relate to defects in the making of an agreement.

This reading of the text, however, has not been fully developed by any party, cf. Brief for Petitioner 41, n. 12, and could benefit from briefing and argument in an appropriate case. Moreover, I think that the Court’s test will often lead to the same outcome as my textual interpretation and that, when possible, it is important in interpreting statutes to give lower courts guidance from a majority of the Court. See US Airways, Inc. v. Barnett, 535 U. S. 391, 411 (2002) (O'Con-nor, J., concurring). Therefore, although I adhere to my views on purposes-and-objectives pre-emption, see Wyeth v. Levine, 555 U. S. 555, 582 (2009) (opinion concurring in judgment), I reluctantly join the Court’s opinion.

I

The FAA generally requires courts to enforce arbitration agreements as written. Section 2 provides that “[a] written provision in ... a contract ... to settle by arbitration a controversy thereafter arising out of such contract. . . shall *354be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” Significantly, the statute does not parallel the words “valid, irrevocable, and enforceable” by referencing the grounds as exist for the “invalidation, revocation, or non-enforcement” of any contract. Nor does the statute use a different word or phrase entirely that might arguably encompass validity, revocability, and enforceability. The use of only “revocation” and the conspicuous omission of “invalidation” and “nonenforcement” suggest that the exception does not include all defenses applicable to any contract but rather some subset of those defenses. See Duncan v. Walker, 533 U. S. 167, 174 (2001) (“It is our duty to give effect, if possible, to every clause and word of a statute” (internal quotation marks omitted)).

Coneededly, the difference between revocability, on the one hand, and validity and enforceability, on the other, is not obvious. The statute does not define the terms, and their ordinary meanings arguably overlap. Indeed, this Court and others have referred to the concepts of revocability, validity, and enforceability interchangeably. But this ambiguity alone cannot justify ignoring Congress’ clear decision in §2 to repeat only one of the three concepts.

To clarify the meaning of §2, it would be natural to look to other portions of the FAA. Statutory interpretation focuses on “the language itself, the specific context in which that language is used, and the broader context of the statute as a whole.” Robinson v. Shell Oil Co., 519 U. S. 337, 341 (1997). “A provision that may seem ambiguous in isolation is often clarified by the remainder of the statutory scheme ... because only one of the permissible meanings produces a substantive effect that is compatible with the rest of the law.” United Sav. Assn. of Tex. v. Timbers of Inwood Forest Associates, Ltd., 484 U. S. 365, 371 (1988).

Examining the broader statutory scheme, § 4 can be read to clarify the scope of § 2’s exception to the enforcement of *355arbitration agreements. When a party seeks to enforce an arbitration agreement in federal court, §4 requires that “upon being satisfied that the making of the agreement for arbitration or the failure to comply therewith is not in issue,” the court must order arbitration “in accordance with the terms of the agreement.”

Reading §§ 2 and 4 harmoniously, the “grounds ... for the revocation” preserved in § 2 would mean grounds related to the making of the agreement. This would require enforcement of an agreement to arbitrate unless a party successfully asserts a defense concerning the formation of the agreement to arbitrate, such as fraud, duress, or mutual mistake. See Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U. S. 395, 403-404 (1967) (interpreting § 4 to permit federal courts to adjudicate claims of “fraud in the inducement of the arbitration clause itself” because such claims “g[o] to the 'making’ of the agreement to arbitrate”). Contract defenses unrelated to the making of the agreement — such as public policy — could not be the basis for declining to enforce an arbitration clause.*

*356II

Under this reading, the question here would be whether California’s Discover Bank rule relates to the making of an agreement. I think it does not.

In Discover Bank, 36 Cal. 4th 148, 113 P. 3d 1100, the California Supreme Court held that “class action waivers are, under certain circumstances, unconscionable as unlawfully exculpatory.” Id., at 165, 113 P. 3d, at 1112; see also id., at 161, 113 P. 3d, at 1108 (“[C]lass action waivers [may be] substantively unconscionable inasmuch as they may operate effectively as exculpatory contract clauses that are contrary to public policy”). The court concluded that where a class-action waiver is found in an arbitration agreement in certain consumer contracts of adhesion, such waivers “should not be enforced.” Id., at 163, 113 P. 3d, at 1110. In practice, the court explained, such agreements “operate to insulate a party from liability that otherwise would be imposed under California law.” Id., at 161, 113 P. 3d, at 1109. The court did not conclude that a customer would sign such an agreement only if under the influence of fraud, duress, or delusion.

The court’s analysis and conclusion that the arbitration agreement was exculpatory reveals that the Discover Bank rule does not concern the making of the arbitration agreement. Exculpatory contracts are a paradigmatic example of contracts that will not be enforced because of public policy. *35715 G. Giesel, Corbin on Contracts §§85.1, 85.17, 85.18 (rev. ed. 2003). Indeed, the court explained that it would not enforce the agreements because they are “‘against the policy of the law.’” 36 Cal. 4th, at 161, 113 P. 3d, at 1108 (quoting Cal. Civ. Code Ann. § 1668 (West 1985)); see also 36 Cal. 4th, at 166, 113 P. 3d, at 1112 (“Agreements to arbitrate may not be used to harbor terms, conditions and practices that undermine public policy” (internal quotation marks omitted)). Refusal to enforce a contract for public-policy reasons does not concern whether the contract was properly made.

Accordingly, the Discover Bank rule is not a “groun[d]... for the revocation of any contract” as I would read § 2 of the FA A in light of § 4. Under this reading, the FA A dictates that the arbitration agreement here be enforced and the Discover Bank rule is pre-empted.

Justice Breyer,

with whom Justice Ginsburg, Justice Sotomayor, and Justice Kagan join, dissenting.

The Federal Arbitration Act says that an arbitration agreement “shall be 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 (emphasis added). California law sets forth certain circumstances in which “class action waivers” in any contract are unenforceable. In my view, this rule of state law is consistent with the federal Act’s language and primary objective. It does not “stan[d] as an obstacle” to the Act’s “accomplishment and execution.” Hines v. Davidowitz, 312 U. S. 52, 67 (1941). And the Court is wrong to hold that the federal Act pre-empts the rule of state law.

I

The California law in question consists of an authoritative state-court interpretation of two provisions of the California Civil Code. The first provision makes unlawful all contracts “which have for their object, directly or indirectly, to exempt anyone from responsibility for his own .. . violation of law.” *358Cal. Civ. Code Ann. § 1668 (West 1985). The second provision authorizes courts to “limit the application of any unconscionable clause” in a contract so “as to avoid any unconscionable result.” § 1670.5(a).

The specific rule of state law in question consists of the California Supreme Court’s application of these principles to hold that “some” (but not “all”) “class action waivers” in consumer contracts are exculpatory and unconscionable under California “law.” Discover Bank v. Superior Court, 36 Cal. 4th 148, 160, 162, 113 P. 3d 1100, 1108, 1110 (2005). In particular, in Discover Bank the California Supreme Court stated that, when a class-action waiver

“is found in a consumer contract of adhesion in a setting in which disputes between the contracting parties predictably involve small amounts of damages, and when it is alleged that the party with the superior bargaining power has carried out a scheme to deliberately cheat large numbers of consumers out of individually small sums of money, then ... the waiver becomes in practice the exemption of the party ‘from responsibility for [its] own fraud, or willful injury to the person or property of another.’ ” Id., at 162-163, 113 P. 3d, at 1110.

In such a circumstance, the “waivers are unconscionable under California law and should not be enforced.” Id., at 163, 113 R 3d, at 1110.

The Discover Bank rule does not create a “blanket policy in California against class action waivers in the consumer context.” Provencher v. Dell, Inc., 409 F. Supp. 2d 1196, 1201 (CD Cal. 2006). Instead, it represents the “application of a more general [unconscionability] principle.” Gentry v. Superior Court, 42 Cal. 4th 443, 457, 165 P. 3d 556,564 (2007). Courts applying California law have enforced class-action waivers where they satisfy general unconscionability standards. See, e. g., Walnut Producers of Cal. v. Diamond Foods, Inc., 187 Cal. App. 4th 634, 647-650, 114 Cal. Rptr. 3d *359449, 459-462 (2010); Arguelles-Romero v. Superior Court, 184 Cal. App. 4th 825, 843-845, 109 Cal. Rptr. 3d 289, 305-307 (2010); Smith v. Americredit Financial Servs., Inc., No. 09cv1076, 2009 WL 4895280 (SD Cal., Dec. 11, 2009); cf. Provencher, supra, at 1201 (considering Discover Bank in choice-of-law inquiry). And even when they fail, the parties remain free to devise other dispute mechanisms, including informal mechanisms, that, in context, will not prove unconscionable. See Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U. S. 468, 479 (1989).

II

A

The Discover Bank rule is consistent with the federal Act’s language. It “applies equally to class action litigation waivers in contracts without arbitration agreements as it does to class arbitration waivers in .contracts with such agreements.” 36 Cal. 4th, at 165-166, 113 P. 3d, at 1112. Linguistically speaking, it falls directly within the scope of the Act’s exception permitting courts to refuse to enforce arbitration agreements on grounds that exist “for the revocation of any contract.” 9 U. S. C. §2 (emphasis added). The majority agrees. Ante, at 343.

B

The Discover Bank rule is also consistent with the basic “purpose behind” the Act. Dean Witter Reynolds Inc. v. Byrd, 470 U. S. 213, 219 (1985). We have described that purpose as one of “ensuring] judicial enforcement” of arbitration agreements. Ibid.; see also Marine Transit Corp. v. Dreyfus, 284 U. S. 263, 274, n. 2 (1932) (“ ‘The purpose of this bill is to make valid and enforcible agreements for arbitration’ ” (quoting H. R. Rep. No. 96, 68th Cong, 1st Sess., 1 (1924); emphasis added)); 65 Cong. Rec. 1931 (1924) (“It creates no new legislation, grants no new rights, except a remedy to enforce an agreement in commercial contracts and in *360admiralty contracts”). As is well known, prior to the federal Act, many courts expressed hostility to arbitration, for example, by refusing to order specific performance of agreements to arbitrate. See S. Rep. No. 536, 68th Cong., 1st Sess., 2 (1924). The Act sought to eliminate that hostility by placing agreements to arbitrate “ ‘upon the same footing as other contracts.’” Scherk v. Alberto-Culver Co., 417 U. S. 506, 511 (1974) (quoting H. R. Rep. No. 96, at 2; emphasis added).

Congress was fully aware that arbitration could provide procedural and cost advantages. The House Report emphasized the “appropriate[ness]” of making arbitration agreements enforceable “at this time when there is so much agitation against the costliness and delays of litigation.” Id., at 2. And this Court has acknowledged that parties may enter into arbitration agreements in order to expedite the resolution of disputes. See Preston v. Ferrer, 552 U. S. 346, 357 (2008) (discussing “prime objective of an agreement to arbitrate”). See also Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U. S. 614, 628 (1985).

But we have also cautioned against thinking that Congress’ primary objective was to guarantee these particular procedural advantages. Rather, that primary objective was to secure the “enforcement” of agreements to arbitrate. Dean Witter, 470 U. S., at 221. See also id., at 219 (we “reject the suggestion that the overriding goal of the Arbitration Act was to promote the expeditious resolution of claims”); id., at 219, 217 (“[T]he intent of Congress” requires us to apply the terms of the Act without regard to whether the result would be “possibly inefficient”); cf. id., at 220 (acknowledging that “expedited resolution of disputes” might lead parties to prefer arbitration). The relevant Senate Report points to the Act’s basic purpose when it says that “[t]he purpose of the [Act] is clearly set forth in section 2,” S. Rep. No. 536, at 2 (emphasis added), namely, the section that says that an arbitration agreement “shall be valid, ir*361revocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract,” 9U.S. C. §2.

Thus, insofar as we seek to implement Congress’ intent, we should think more than twice before invalidating a state law that does just what §2 requires, namely, puts agreements to arbitrate and agreements to litigate “upon the same footing.”

Ill

The majority’s contrary view (that Discover Bank stands as an “obstacle” to the accomplishment of the federal law’s objective, ante, at 344-352) rests primarily upon its claims that the Discover Bank rule increases the complexity of arbitration procedures, thereby discouraging parties from entering into arbitration agreements, and to that extent discriminating in practice against arbitration. These claims are not well founded.

For one thing, a state rule of law that would sometimes set aside as unconscionable a contract term that forbids class arbitration is not (as the majority claims) like a rule that would require “ultimate disposition by a jury” or “judicially monitored discovery” or use of “the Federal Rules of Evidence.” Ante, at 342, 344. Unlike the majority’s examples, class arbitration is consistent with the use of arbitration. It is a form of arbitration that is well known in California and followed elsewhere. See, e. g., Keating v. Superior Court, 167 Cal. Rptr. 481, 492 (App. 1980) (officially depublished); American Arbitration Association (AAA), Supplementary Rules for Class Arbitrations (2003), http://www.adr.org/ sp.asp?id=21936 (as visited Apr. 25, 2011, and available in Clerk of Court’s case file); JAMS, The Resolution Experts, Class Action Procedures (2009). Indeed, the AAA has told us that it has found class arbitration to be “a fair, balanced, and efficient means of resolving class disputes.” Brief for AAA as Amicus Curiae in Stolt-Nielsen S. A. v. Animal-Feeds Int’l Corp., O. T. 2009, No. 08-1198, p. 25 (hereinafter *362AAA Amicus Brief). And unlike the majority’s examples, the Discover Bank rule imposes equivalent limitations on litigation; hence it cannot fairly be characterized as a targeted attack on arbitration.

Where does the majority get its contrary idea — that individual, rather than class, arbitration is a “fundamental attribute]” of arbitration? Ante, at 344. The majority does not explain. And it is unlikely to be able to trace its present view to the history of the arbitration statute itself.

When Congress enacted the Act, arbitration procedures had not yet been fully developed. Insofar as Congress considered detailed forms of arbitration at all, it may well have thought that arbitration would be used primarily where merchants sought to resolve disputes of fact, not law, under the customs of their industries, where the parties possessed roughly equivalent bargaining power. See Mitsubishi Motors, supra, at 646 (Stevens, J., dissenting); Joint Hearings on S. 1005 and H. R. 646 before the Subcommittees of the Committees on the Judiciary, 68th Cong., 1st Sess., 15 (1924); Hearing on S. 4213 and S. 4214 before a Subcommittee of the Senate Committee on the Judiciary, 67th Cong., 4th Sess., 9-10 (1923); Dept, of Commerce, Secretary Hoover Favors Arbitration — Press Release (Dec. 28, 1925), Herbert Hoover Papers, Articles, Addresses, and Public Statements File, No. 536, p. 2 (Herbert Hoover Presidential Library); Cohen & Dayton, The New Federal Arbitration Law, 12 Va. L. Rev. 265, 281 (1926); AAA, Year Book on Commercial Arbitration in the United States (1927). This last mentioned feature of the history — roughly equivalent bargaining power — suggests, if anything, that California’s statute is consistent with, and indeed may help to further, the objectives that Congress had in mind.

Regardless, if neither the history nor present practice suggests that class arbitration is fundamentally incompatible with arbitration itself, then on what basis can the majority hold California’s law pre-empted?

*363For another thing, the majority’s argument that the Discover Bank rule will discourage arbitration rests critically upon the wrong comparison. The majority compares the complexity of class arbitration with that of bilateral arbitration. See ante, at 348-349. And it finds the former more complex. See ibid. But, if incentives are at issue, the relevant comparison is not “arbitration with arbitration” but a comparison between class arbitration and judicial class actions. After all, in respect to the relevant set of contracts, the Discover Bank rule similarly and equally sets aside clauses that forbid class procedures — whether arbitration procedures or ordinary judicial procedures are at issue.

Why would a typical defendant (say, a business) prefer a judicial class action to class arbitration? AAA statistics “suggest that class arbitration proceedings take more time than the average commercial arbitration, but may take less time than the average class action in court.” AAA Amicus Brief 24 (emphasis added). Data from California courts confirm that class arbitrations can take considerably less time than in-court proceedings in which class certification is sought. Compare ante, at 348-349 (providing statistics for class arbitration), with Judicial Council of California, Administrative Office of the Courts, Class Certification in California: Second Interim Report From the Study of California Class Action Litigation 18 (2010) (providing statistics for class-action litigation in California courts). And a single class proceeding is surely more efficient than thousands of separate proceedings for identical claims. Thus, if speedy resolution of disputes were all that mattered, then the Discover Bank rule would reinforce, not obstruct, that objective of the Act.

The majority’s related claim that the Discover Bank rule will discourage the use of arbitration because “ [arbitration is poorly suited to ... higher stakes” lacks empirical support. Ante, at 350. Indeed, the majority provides no convincing reason to believe that parties are unwilling to submit high-*364stake disputes to arbitration. And there are numerous counterexamples. Loftus, Rivals Resolve Dispute Over Drug, Wall Street Journal, Apr. 16, 2011, p. B2 (discussing $500 million settlement in dispute submitted to arbitration); Ziobro, Kraft Seeks Arbitration in Fight With Starbucks Over Distribution, Wall Street Journal, Nov. 30, 2010, p. B10 (describing initiation of an arbitration in which the payout “could be higher” than $1.5 billion); Markoff, Software Arbitration Ruling Gives I.B.M. $833 Million From Fujitsu, N. Y. Times, Nov. 30, 1988, p. A1 (describing both companies as “pleased with the ruling” resolving a licensing dispute).

Further, even though contract defenses, e. g., duress and unconscionability, slow down the dispute resolution process, federal arbitration law normally leaves such matters to the States. Rent-A-Center, West, Inc. v. Jackson, 561 U. S. 63, 68 (2010) (arbitration agreements '“may be invalidated by ‘generally applicable contract defenses’” (quoting Doctor’s Associates, Inc. v. Casarotto, 517 U. S. 681, 687 (1996))). A provision in a contract of adhesion (for example, requiring a consumer to decide very quickly whether to pursue a claim) might increase the speed and efficiency of arbitrating a dispute, but the State can forbid it. See, e. g., Hayes v. Oakridge Home, 122 Ohio St. 3d 63, 67, 2009-0hio-2054, ¶ 19, 908 N. E. 2d 408, 412 (“Unconscionability is a ground for revocation of an arbitration agreement”); In re Poly-America, L. P, 262 S. W. 3d 337, 348 (Tex. 2008) (“Unconscionable contracts, however — whether relating to arbitration or not — are unenforceable under Texas law”). The Discover Bank rule amounts to a variation on this theme. California is free to define unconscionability as it sees fit, and its common law is of no federal concern so long as the State does not adopt a special rule that disfavors arbitration. Cf. Doctor’s Associates, supra, at 687. See also ante, at 355-356, n. (Thomas, J., concurring) (suggesting that, under certain circumstances, California might remain free to apply its unconscionability doctrine).

*365Because California applies the same legal principles to address the unconscionability of class arbitration waivers as it does to address the unconscionability of any other contractual provision, the merits of class proceedings should not factor into our decision. If California had applied its law of duress to void an arbitration agreement, would it matter if the procedures in the coerced agreement were efficient?

Regardless, the majority highlights the disadvantages of class arbitrations, as it sees them. See ante, at 350 (referring to the “greatly increase[d] risks to defendants”; the “chance of a devastating loss” pressuring defendants “into settling questionable claims”). But class proceedings have countervailing advantages. In general agreements that forbid the consolidation of claims can lead small-dollar claimants to abandon their claims rather than to litigate. I suspect that it is true even here, for as the Court of Appeals recognized, AT&T can avoid the $7,500 payout (the payout that supposedly makes the Concepcions’ arbitration worthwhile) simply by paying the claim’s face value, such that “the maximum gain to a customer for the hassle of arbitrating a $30.22 dispute is still just $30.22.” Laster v. AT&T Mobility LLC, 584 F. 3d 849, 855, 856 (CA9 2009).

What rational lawyer would have signed on to represent the Concepcions in litigation for the possibility of fees stemming from a $30.22 claim? See, e. g., Carnegie v. Household Int’l, Inc., 376 F. 3d 656, 661 (CA7 2004) (“The realistic alternative to a class action is not 17 million individual suits, but zero individual suits, as only a lunatic or a fanatic sues for $30”). In California’s perfectly rational view, nonclass arbitration over such sums will also sometimes have the effect of depriving claimants of their claims (say, for example, where claiming the $30.22 were to involve filling out many forms that require technical legal knowledge or waiting at great length while a call is placed on hold). Discover Bank sets forth circumstances in which the California courts believe that the terms of consumer contracts can be manipulated to *366insulate an agreement’s author from liability for its own frauds by “deliberately cheating] large numbers of consumers out of individually small sums of money.” 36 Cal. 4th, at 162-163, 113 P. 3d, at 1110. Why is this kind of decision— weighing the pros and cons of all class proceedings alike— not California’s to make?

Finally, the majority can find no meaningful support for its views in this Court’s precedent. The federal Act has been in force for nearly a century. We have decided dozens of cases about its requirements. We have reached results that authorize complex arbitration procedures. E. g., Mitsubishi Motors, 473 U. S., at 629 (antitrust claims arising in international transaction are arbitrable). We have upheld nondiscriminatory state laws that slow down arbitration proceedings. E. g., Volt Information Sciences, 489 U. S., at 477-479 (California law staying arbitration proceedings until completion of related litigation is not pre-empted). But we have not, to my knowledge, applied the Act to strike down a state statute that treats arbitrations on par with judicial and administrative proceedings. Cf. Preston, 552 U. S., at 355-356 (Act pre-empts state law that vests primary jurisdiction in state administrative board).

At the same time, we have repeatedly referred to the Act’s basic objective as ensuring that courts treat arbitration agreements “like all other contracts.” Buckeye Check Cashing, Inc. v. Cardegna, 546 U. S. 440, 447 (2006). See also, e. g., Vaden v. Discover Bank, 556 U. S. 49, 64 (2009); Doctor’s Associates, supra, at 687; Allied-Bruce Terminix Cos. v. Dobson, 513 U. S. 265, 281 (1995); Rodriguez de Quijas v. Shearson/American Express, Inc., 490 U. S. 477, 483-484 (1989); Perry v. Thomas, 482 U. S. 483, 492-493, n. 9 (1987); Mitsubishi Motors, supra, at 627. And we have recognized that “[t]o immunize an arbitration agreement from judicial challenge” on grounds applicable to all other contracts “would be to elevate it over other forms of contract.” Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U. S. *367395, 404, n. 12 (1967); see also Marchant v. Mead-Morrison Mfg. Co., 252 N. Y. 284, 299, 169 N. E. 386, 391 (1929) (Cardozo, C. J.) (“Courts are not at liberty to shirk the process of [contractual] construction under the empire of a belief that arbitration is beneficent any more than they may shirk it if their belief happens to be the contrary”); Cohen & Dayton, 12 Va. L. Rev., at 276 (the Act “is no infringement upon the right of each State to decide for itself what contracts shall or shall not exist under its laws”).

These cases do not concern the merits and demerits of class actions; they concern equal treatment of arbitration contracts and other contracts. Since it is the latter question that is at issue here, I am not surprised that the majority can find no meaningful precedent supporting its decision.

IV

By using the words “save upon such grounds as exist at law or in equity for the revocation of any contract,” Congress retained for the States an important role incident to agreements to arbitrate. 9 U. S. C. § 2. Through those words Congress reiterated a basic federal idea that has long informed the nature of this Nation’s laws. We have often expressed this idea in opinions that set forth presumptions. See, e. g., Medtronic, Inc. v. Lohr, 518 U. S. 470, 485 (1996) (“[B]ecause the States are independent sovereigns in our federal system, we have long presumed that Congress does not cavalierly pre-empt state-law causes of action”). But federalism is as much a question of deeds as words. It often takes the form of a concrete decision by this Court that respects the legitimacy of a State’s action in an individual case. Here, recognition of that federalist ideal, embodied in specific language in this particular statute, should lead us to uphold California’s law, not to strike it down. We do not honor federalist principles in their breach.

With respect, I dissent.