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Vicksburg Partners9/22/2005
upport a finding of procedural unconscionability. The contract at issue was drafted unilaterally by the dominant party and then presented on a "take it or leave it" basis to the weaker party who had no real opportunity to bargain about its terms. As stated by the circuit judge, the evidence before the court established that "had Mr. Taylor not signed the admissions agreement, he would not have been accepted into the nursing home." However, this finding does not necessarily substantiate the general contractual defense of procedural unconscionability concerning the overall contract (admissions agreement) or the arbitration clause contained within the overall contract. To this end, procedural unconscionability must be substantiated by evidence of a lack of knowledge or voluntariness by the weaker party.
. Here Stephens and Taylor together executed the admission agreements; that there were no circumstances of exigency; the arbitration agreement appeared on the last page of a six-page agreement and was easily identifiable as it followed a clearly marked heading printed in all caps and bold-faced type clearly indicating that section "F" was about "Arbitration;" the provision itself was printed in bold-faced type of equal size or greater than the print contained in the rest of the document; and, appearing between the arbitration clause and the signature lines was an all caps bold-faced consent paragraph drawing special attention to the parties' voluntary consent to the arbitration provision contained in the admissions agreement. Under these facts, it can not be said that there was either a lack of knowledge that the arbitration provision was an important part of the contract or a lack of voluntariness in that Stephens and Taylor somehow had no choice but to sign. Stephens and Taylor were two competent individuals signing a well-marked, highly visible agreement which indicated very clearly that dispute resolution would be accomplished by way of arbitration.
. Additionally, there were two separately executed admissions agreements with arbitration clauses. Moreover, the second of the two agreements included extra language which was added by Vicksburg Partners to insure that its arbitration provision contained the requisite indicia of mutuality in the arbitration process. Thus, the execution of the amended (second) admissions agreement not only activated contractual language which insured that each party would bear equal responsibility in the unbiased selection of the arbitrator(s), but also provided another opportunity for Stephens and Taylor to review and reassess the admissions agreement. For all of these stated reasons, we find that the Nursing Home admissions agreement was not procedurally unconscionable.
III. WHETHER THE ARBITRATION CLAUSE CONTAINED WITHIN THE ADMISSIONS AGREEMENT WAS SUBSTANTIVELY UNCONSCIONABLE.
. When reviewing a contract for substantive unconscionability, we look within the four corners of an agreement in order to discover any abuses relating to the specific terms which violate the expectations of, or cause gross disparity between, contracting parties. "Substantive unconscionability may be proven by showing the terms of the arbitration agreement [clause] to be oppressive." East Ford, 826 So. 2d at 714 (citing York, 585 F. Supp. 1278)). Substantive unconscionability is present when there is a one-sided agreement whereby one party is deprived of all the benefits of the agreement or left without a remedy for another party's nonperformance or breach. Bank of Indiana v. Holyfield, 476 F. Supp. 104, 110 (S.D. Miss. 1979) (citing United States Leasing Corp. v. Franklin Plaza Apartments, Inc., 65 Misc.2d 1082, 319 N.Y.S.2d 531 (1971)).
. In Bura
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