Claire Lambert v. Signature Healthcare, LLC

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[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 19-11900
____________________
CLAIRE LAMBERT,
Plaintiff-Appellee,
versus
SIGNATURE HEALTHCARE, LLC,
LP MANAGER, LLC,
LPMM, INC.,
STAKEHOLDER PAYROLL SERVICES, LLC,
f.k.a. Signature Payroll Services, LLC,
LP LAKE WORTH, LLC,
SIGNATURE HEALTHCARE CONSULTING SERVICES, LLC,
d.b.a. Signature HealthCARE of Palm Beach, LLC,
Defendants-Appellants.
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2 Opinion of the Court 19-11900
____________________
Appeal from the United States District Court
for the Southern District of Florida
D.C. Docket No. 9:18-cv-81439-DMM
____________________
Before JORDAN, JILL PRYOR, and BRANCH, Circuit Judges.
BRANCH, Circuit Judge:
This case requires us to decide whether an arbitration
agreement was unconscionable under Florida law. Claire Lambert
was unemployed and had been searching for a job for
approximately six months before she accepted a position at
Signature Healthcare, LLC (“Signature”). As a condition of her
employment with Signature, Lambert signed an arbitration
agreement. She also signed an acknowledgment that she had
received Signature’s employee handbook. After Signature fired
Lambert, she sued Signature. Signature moved to dismiss and
compel arbitration, but the district court denied the motion
because it determined that the arbitration agreement was
unconscionable and, therefore, unenforceable. The district court
reasoned that the arbitration agreement was procedurally
unconscionable because Lambert lacked a meaningful choice when
she signed the agreement and substantively unconscionable
because the handbook acknowledgment form reserved to
Signature the right to unilaterally modify the terms of the
arbitration agreement. After careful consideration of Florida law
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19-11900 Opinion of the Court 3
and with the benefit of oral argument, we conclude that the
arbitration agreement was not unconscionable, and thus is
enforceable. Accordingly, we reverse.
I. BACKGROUND
In June 2012, Lambert was 57 years old and had been
unemployed for approximately six months. During that time, she
had applied to at least two jobs each week without success.
Lambert believed that if she did not find a job, she would have to
retire early to cover her expenses. And if she retired early, she
would incur financial penalties on her retirement accounts.
Signature, a healthcare provider for nursing homes and
assisted living communities, contacted Lambert about applying to
be an activities director for a senior assisted living community.
Lambert applied and was hired. As a condition of employment,
Lambert was required to sign Signature’s arbitration agreement
(“Arbitration Agreement”). She was also required to sign
Signature’s “Stakeholder Handbook Acknowledgment”
(“Handbook Acknowledgment”), which stated that she had
received and would familiarize herself with Signature’s “Employee
Handbook” (“Handbook”). Lambert signed both documents.
According to Lambert, she “felt pressured to sign all of the
documents in the stack of papers because of [her] financial situation
and unsuccessful job search even though [she] did not understand
them.”
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4 Opinion of the Court 19-11900
The Arbitration Agreement provided that:
All claims relating to your recruitment, employment
with, or termination of employment from [Signature]
shall be deemed waived unless submitted to final and
binding arbitration in accordance with the Federal
Arbitration Act (“FAA”) or, if a court determines the
FAA does not apply, by any applicable state
arbitration act, in accordance with the rules of the
American Health Lawyers Association (“AHLA”). . . .
If AHLA ceases providing dispute resolution services,
the arbitration proceeding shall be governed by the
rules of the American Arbitration Association. The
arbitrator and not a court shall decide whether a
dispute is arbitrable, including all claims that fraud or
misrepresentation induced the employee to sign this
Agreement.
The Arbitration Agreement explicitly covered claims relating to
“recruitment, employment, or termination of employment”;
claims arising under the Americans with Disabilities Act and the
Fair Labor Standards Act; and “any and all claims under federal,
state, and local laws and common law.” And the Arbitration
Agreement contained a severability clause: “In the event any
portion of this Agreement shall be determined by a court to be
invalid, the remainder of this Agreement shall remain in full force
and effect, and this provision shall survive such determination.”
Finally, the Arbitration Agreement advised that:
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19-11900 Opinion of the Court 5
YOU MAY WISH TO CONSULT AN ATTORNEY
PRIOR TO SIGNING THIS AGREEMENT. IF SO,
TAKE A COPY OF THIS FORM WITH YOU.
HOWEVER, YOU WILL NOT BE OFFERED
EMPLOYMENT UNTIL THIS FORM IS SIGNED
AND RETURNED BY YOU.
PLEASE READ THESE PROVISIONS CAREFULLY.
BY SIGNING BELOW, YOU ARE ATTESTING
THAT YOU HAVE READ AND UNDERSTOOD
THIS DOCUMENT AND ARE KNOWINGLY AND
VOLUNTARILY AGREEING TO ITS TERMS.
BOTH PARTIES WAIVE TRIAL BY JURY.
The Handbook Acknowledgment that Lambert signed
stated:
I understand that this Stakeholder Handbook is not
intended to, nor does it constitute a contract of
employment or a promise or guarantee of benefits or
policies stated in it.
I also understand that this Stakeholder Handbook is
only a brief summary of the policies and procedures
of this company and an overview of the rules and
practices.
* * *
I further understand that the company may, on its
own, change or discontinue any policy in the
stakeholder handbook or other writing, without
having to consult anyone and without anyone’s
agreement and at any time.
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6 Opinion of the Court 19-11900
The Handbook—a separate document from the Handbook
Acknowledgment—contained Signature’s written policies and
procedures. Relevant here, the Handbook contained a “Conflict
Resolution” policy. Under that policy, the Handbook
“encourage[d] [employees] to discuss work related problems or
issues with Supervisors at any time.” It also explained that
employees “have the right to present a complaint[.]” But “[i]f the
conflict is not resolved, or if the [employee] is not comfortable
approaching the individual(s) involved, then the [employee] should
follow the complaint procedure below.” That “complaint
procedure” was arbitration.
The Handbook then summarized the basic terms of the
Arbitration Agreement:
All disputes between [employees] and the company
or its management, which are not resolved through
the Conflict Resolution procedure, must be
submitted to binding arbitration. This means that
claims of any kind concerning your employment with
the Company will be decided by a neutral
third[]party, and not in a court of law. The third
party’s decision will be final and [an employee] may
not file a lawsuit or pursue any administrative
remedies unless otherwise permitted by law. As a
condition of employment, applicants and
[employees] must sign an Arbitration Agreement.
Signed acknowledgment of receipt of the Stakeholder
Handbook shall serve as acceptance and
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understanding of this condition of employment,
thereby binding [employees] to the Arbitration
Agreement.
Lambert was ultimately fired by Signature.
After Lambert was fired, she sued Signature in Florida state
court, bringing claims under the Family and Medical Leave Act, the
Fair Labor Standards Act, and state law. 1 Signature removed the
case to federal court based on federal question jurisdiction and
moved to dismiss and compel arbitration under the Federal
Arbitration Act (“FAA”), arguing that the Arbitration Agreement
was valid and covered Lambert’s claims. 2 Lambert opposed the
motion to dismiss and compel arbitration. She argued that the
Arbitration Agreement was unenforceable because there was no
meeting of the minds and the Arbitration Agreement lacked
consideration. Relevant here, concerning the lack of consideration,
1
Lambert also sued LP Manager, LLC; LPMM, Inc.; Signature Payroll, LP;
Lake Worth, LLC; and Signature Healthcare Consulting Services, LLC.
2
The Federal Arbitration Act provides that:
A party aggrieved by the alleged failure, neglect, or refusal of
another to arbitrate under a written agreement for arbitration
may petition any United States district court which, save for
such agreement, would have jurisdiction under title 28, in a
civil action or in admiralty of the subject matter of a suit arising
out of the controversy between the parties, for an order
directing that such arbitration proceed in the manner provided
for in such agreement.
9 U.S.C. § 4.
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Lambert argued that the Arbitration Agreement lacked mutuality
of obligation because the three documents that she signed gave
Signature the unilateral ability to modify the terms of the
Arbitration Agreement. Thus, Lambert argued that the Arbitration
Agreement was unconscionable. After Lambert amended her
complaint to add a claim under the Americans with Disabilities Act,
Signature renewed its motion to dismiss the amended complaint
and compel arbitration.
The parties then filed a joint discovery plan. Signature
moved to stay discovery on the merits to avoid potentially waiving
its right to arbitration. Signature maintained that any discovery the
district court permitted should “be limited to the issue of
enforceability of the arbitration issue.” Signature then asked
Lambert’s counsel “to advise as to what discovery Plaintiff felt
would be necessary that is directed and relevant to the pending
arbitration issue.” Lambert’s counsel did not answer Signature’s
motion to stay discovery, but instead moved to compel discovery
on the merits of the case. Lambert then filed an opposition to
Signature’s renewed motion to dismiss and compel arbitration and
incorporated her previous arguments.
The district court denied Signature’s motion to dismiss and
compel arbitration. 3 It denied the motion because it identified a
“threshold issue” of “whether a valid written agreement to
3
The district court simultaneously dismissed as moot Signature’s motion to
stay discovery.
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19-11900 Opinion of the Court 9
arbitrate was ever formed.” The district court found that no valid
written agreement to arbitrate was ever formed because the
Arbitration Agreement was unconscionable, both procedurally and
substantively. 4
First, the district court determined that the Arbitration
Agreement was procedurally unconscionable because it was a
“contract of adhesion.” The district court reasoned that the
Arbitration Agreement was a condition of employment and
presented on a “take it or leave it” basis. And given Lambert’s
financial situation, she “did not have a meaningful option” to refuse
to sign it.
Second, the district court found that the Arbitration
Agreement was substantively unconscionable. The district court
focused on the Handbook Acknowledgment’s language that
Signature “may, on its own, change or discontinue any policy in
the stakeholder handbook or other writing, without having to
consult anyone and without anyone’s agreement and at any time.”
It concluded that the Arbitration Agreement and the Handbook
Acknowledgment should be read together because they were “part
of the same transaction—the formation of the employer-employee
4
The district court noted that, because it “found that the Arbitration
Agreement is unenforceable for unconscionability,” it did not need to address
Plaintiff’s other arguments about its alleged invalidity—no meeting of the
minds, lack of consideration, and contrary to public policy. However, “having
considered Plaintiff’s additional arguments,” the court found “that they are
without merit.”
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10 Opinion of the Court 19-11900
relationship” and because the Handbook explicitly referenced the
Arbitration Agreement. Reading the documents together, the
district court concluded that the parties lacked mutuality of
obligation because Lambert was bound by the terms of the
Agreement, while the Handbook Acknowledgment allowed
Signature “to modify [the Agreement’s] terms at its pleasure.”
Having concluded that both elements of unconscionability
were met, the district court held that the Arbitration Agreement
was unenforceable under Florida law. Signature timely appealed.
II. STANDARD OF REVIEW
We review the denial of a motion to dismiss and compel
arbitration de novo. Gutierrez v. Wells Fargo Bank, NA, 889 F.3d
1230, 1235 (11th Cir. 2018).
III. DISCUSSION
Signature argues that the district court erred when it
determined that the Arbitration Agreement was both procedurally
and substantively unconscionable and, therefore, unenforceable.5
5
We note that Signature also argues on appeal that the “delegation” clause in
the Arbitration Agreement requires that an arbitrator decide whether the
arbitration agreement is unconscionable. In the proceedings below, however,
Signature did not invoke the delegation clause, electing instead to challenge
Lambert’s unconscionability argument on its merits. Only now, after an
adverse decision in the district court, does Signature suggest that an arbitrator
must decide the unconscionability issue. Accordingly, we find that Signature
forfeited the delegation issue. See, e.g., Johnson v. Keybank Nat’l Ass’n, 754
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19-11900 Opinion of the Court 11
For the reasons that follow, we agree with Signature that the
Arbitration Agreement is not unconscionable. Accordingly, we
reverse the district court’s order denying Signature’s motion to
dismiss and to compel arbitration.
The Arbitration Agreement provided that “[a]ll claims
relating to [Lambert’s] recruitment, employment with, or
termination of employment from [Signature] shall be deemed
waived unless submitted to final and binding arbitration in
accordance with the [FAA].” See Given v. M&T Bank Corp., 674
F.3d 1252, 1255 (11th Cir. 2012) (“The Federal Arbitration Act . . .
‘places arbitration agreements on an equal footing with other
contracts[] and requires courts to enforce them according to their
terms.’” (quoting Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63, 67
(2010)). And under the FAA, “a written agreement to arbitrate is
‘valid, irrevocable, and enforceable, save upon such grounds as
exist at law or in equity for the revocation of any contract.’”
Lambert v. Austin Ind., 544 F.3d 1192, 1195 (11th Cir. 2008)
(quoting 9 U.S.C. § 2). “[G]enerally applicable contract defenses,
such as fraud, duress, or unconscionability, may be applied to
invalidate arbitration agreements.” Dale v. Comcast Corp., 498
F.3d 1290, 1298 (11th Cir. 2014) (holding that defendant “waived its delegation
clause argument when it waited to raise the issue until after it had asked the
district court to decide arbitrability”). Signature has similarly forfeited its
argument on severability by failing to raise it below.
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F.3d 1216, 1219 (11th Cir. 2007) (quoting Doctor’s Assocs., Inc. v.
Casarotto, 517 U.S. 681, 687 (1996)). Thus, the FAA “requires a
court to either stay or dismiss a lawsuit and to compel arbitration
upon a showing that (a) the plaintiff entered into a written
arbitration agreement that is enforceable ‘under ordinary state-law’
contract principles and (b) the claims before the court fall within
the scope of that agreement.” Lambert, 544 F.3d at 1195 (quotation
omitted); see also Attix v. Carrington Mortg. Servs., LLC, 35 F.4th
1284, 1294 (11th Cir. 2022) (“Before enforcing an arbitration
agreement, the court should ensure that the agreement was
formed and that it applies to the dispute at hand,” and “should also
determine whether” there are any grounds “that invalidate the
arbitration agreement or permit it to be declared unenforceable”
(quotations omitted and alterations adopted)).
Under Florida law, “[a]rbitration is a matter of contract, and
agreements to arbitrate are thus subject to state law defenses to the
enforcement of contracts.” Fla. Holdings III, LLC v. Duerst ex rel.
Duerst, 198 So. 3d 834, 838 (Fla. 2d Dist. Ct. App. 2016).
Unconscionability is one such defense. Basulto v. Hialeah Auto.,
141 So. 3d 1145, 1158–59 (Fla. 2014). To assert the defense of
unconscionability, the party challenging an agreement “must
establish that the arbitration agreement is both procedurally and
substantively unconscionable.” Id. at 1158. Florida courts apply a
“balancing” or “sliding scale” approach, which requires that both
aspects “be evaluated interdependently rather than as independent
elements.” Id. at 1161. “[B]oth the procedural and substantive
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19-11900 Opinion of the Court 13
aspects of unconscionability must be present, although not
necessarily to the same degree[.]” Id. Thus, “one prong [may]
outweigh another provided that there is at least a modicum of the
weaker prong.” Id. at 1159 (quoting VoiceStream Wireless Corp.
v. U.S. Commc’ns, Inc., 912 So. 2d 34, 39 (Fla. 4th Dist. Ct. App.
2005)). And “the more substantively oppressive the contract term,
the less evidence of procedural unconscionability is required to
come to the conclusion that the term is unenforceable, and vice
versa.” Id. (quoting Romano ex rel. Romano v. Manor Care, Inc.,
861 So. 2d 59, 62 (Fla. 4th Dist. Ct. App. 2003)).
Florida courts apply the doctrine of unconscionability “with
great caution[.]” Gainesville Health Care Ctr., Inc. v. Weston, 857
So. 2d 278, 284 (Fla. 1st Dist. Ct. App. 2003). They have warned
that the doctrine is not a mechanism that allows a party to “avoid
the consequences of a contract freely entered into simply because
he or she elected not to read and understand its terms before
executing it, or because, in retrospect, the bargain turns out to be
disadvantageous.” Id. at 288; Spring Lake NC, LLC v. Beloff, 110
So. 3d 52, 55 (Fla. 2d Dist. Ct. App. 2013) (same); Murphy v.
Courtesy Ford, L.L.C., 944 So. 2d 1131, 1134 (Fla. 3d Dist. Ct. App.
2006) (same). An “unreasonable” contract, or a contract “which
may lead to hardship on one side[,]” is not unconscionable.
Gainesville Health Care, 857 So. 2d at 284 (quoting Steinhardt v.
Rudolph, 422 So. 2d 884, 890 (Fla. 3d Dist. Ct. App. 1982)). A
contract is unconscionable only when “it turns out that one side
. . . is to be penalized by the enforcement of the terms of a contract
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14 Opinion of the Court 19-11900
so unconscionable that no decent, fair[-]minded person would
view the ensuing result without being possessed of a profound
sense of injustice[.]” Steinhardt, 422 So. 2d at 890 (quotation
omitted).
With this general framework in mind, we turn first to the
issue of procedural unconscionability.
The district court concluded that the Arbitration Agreement
was procedurally unconscionable because Lambert lacked a
meaningful choice when she signed the Arbitration Agreement. It
reasoned that the Arbitration Agreement was presented on a take-
it-or-leave-it basis as a condition of employment and that Lambert
lacked alternative employment options. Because the district court
misapprehended procedural unconscionability under Florida law,
we reverse.
“The procedural component of unconscionability relates to
the manner in which the contract was entered and it involves
consideration of such issues as the relative bargaining power of the
parties and their ability to know and understand the disputed
contract terms.” Powertel, Inc. v. Bexley, 743 So. 2d 570, 574 (Fla.
1st Dist. Ct. App. 1999). “The central question in the procedural
unconscionability analysis is whether the complaining party lacked
a meaningful choice when entering into the contract.” Basulto, 141
So. 3d at 1157 n.3.
In determining whether a party lacked a meaningful choice,
Florida courts look to “the totality of the circumstances.” Fla.
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Holdings, 198 So. 3d at 839. That analysis considers such factors
as:
(1) the manner in which the contract was entered
into; (2) the relative bargaining power of the parties
and whether the complaining party had a meaningful
choice at the time the contract was entered into;
(3) whether the terms were merely presented on a
“take-it-or-leave-it” basis; and (4) the complaining
party’s ability and opportunity to understand the
disputed terms of the contract.
Hobby Lobby Stores, Inc. v. Cole, 287 So. 3d 1272, 1275 (Fla. 5th
Dist. Ct. App. 2020) (quoting Pendergast v. Sprint Nextel Corp.,
592 F.3d 1119, 1135 (11th Cir. 2010)).
The fact that an arbitration agreement is presented on a
take-it-or-leave-it basis (a contract of adhesion) “is not dispositive.”
Id.; see also Kendall Imports, LLC v. Diaz, 215 So. 3d 95, 110–11
(Fla. 3d Dist. Ct. App. 2017) (same); cf. AT&T Mobility LLC v.
Concepcion, 563 U.S. 333, 346–47 (2011) (“[T]he times in which
consumer contracts were anything other than adhesive are long
past.”). Florida courts define a contract of adhesion as a
“[s]tandardized contract form offered to consumers of goods and
services on essentially a ‘take it or leave it’ basis without affording
the consumer a realistic opportunity to bargain and under such
conditions that the consumer cannot obtain [the] desired product
or services except by acquiescing in [the] form contract.” See
Powertel, 743 So. 2d at 574 (alterations accepted) (emphasis added)
(quoting Black’s Law Dictionary (6th ed. 1990)). Thus, Florida
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courts have made it clear that two of the relevant factors that
Florida courts have identified in determining procedural
unconscionability—the relative bargaining power and the take-it-
or-leave-it nature of an arbitration agreement—are not dispositive
without more.
Nevertheless, even when an arbitration agreement is a
condition of employment or obtaining goods or services, “courts
should explore the circumstances surrounding the execution of an
arbitration agreement before concluding it is procedurally
unconscionable.” Hobby Lobby Stores, 287 So. 3d at 1276. In such
circumstances, Florida courts focus on the other two factors: the
manner in which the contract was entered into and the
complaining party’s ability and opportunity to understand the
disputed terms of the contract. Typically, that inquiry concerns:
(1) a plaintiff’s ability to understand an arbitration agreement; (2) a
defendant’s efforts to pressure a plaintiff or discourage a plaintiff
from asking questions; and (3) the presentation of the agreement
and the size of the print. See, e.g., Hobby Lobby Stores, 287 So. 3d
at 1276 (an arbitration agreement was not procedurally
unconscionable because the employee made “no allegation that he
lacked a full and fair opportunity to inquire into the Agreement’s
terms or to enlist help if confused” and the “operative terms [were]
not hidden, minimized, or buried in fine print”); Kendall Imports,
215 So. 3d at 110 (an arbitration agreement was not procedurally
unconscionable when a dealership failed to explain the agreement
in Spanish); Murphy, 944 So. 2d at 1135 (an arbitration agreement
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was not procedurally unconscionable because a dealership did not
“actively discourage[] or prevent[]” the plaintiff from
understanding the agreement and the plaintiff “chose not to review
the terms of her agreement”); cf. Palm Beach Motor Cars Ltd., Inc.
v. Jeffries, 885 So. 2d 990, 991 (Fla. 4th Dist. Ct. App. 2004) (an
arbitration clause was procedurally unconscionable because it was
located on the back of a purchase agreement in fine print).
Here, the district court reasoned that the Arbitration
Agreement was procedurally unconscionable because it was
presented to Lambert on a take-it-or-leave-it basis as a condition of
employment. To support its conclusion, the district court cited a
single Florida case, Powertel, 743 So. 2d 570, to establish the
definition of a contract of adhesion. However, the district court
neglected to mention that Powertel explained that a contract of
adhesion is not dispositive in the procedural unconscionability
analysis. See id. at 574 (“Although not dispositive of [the
procedural unconscionability analysis], it is significant that the
arbitration clause is an adhesion contract.”). As we have explained,
the fact that a contract is presented on a take-it-or-leave-it basis is
insufficient by itself to show procedural unconscionability under
Florida law. See Hobby Lobby Stores, 287 So. 3d at 1275 (“In
Florida, . . . the take-it-or-leave-it nature of arbitration agreements
is not dispositive.”); Kendall Imports, 215 So. 3d at 110–11 (same).
That fact is only the beginning of the analysis. We must then
“explore the circumstances surrounding the execution of an
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arbitration agreement before concluding it is procedurally
unconscionable.” Hobby Lobby Stores, 287 So. 3d at 1276.
Next, the district court reasoned that the Arbitration
Agreement was procedurally unconscionable because Lambert
lacked alternative employment options and, therefore, had no
meaningful choice to refuse to sign the Arbitration Agreement.6
But as we have just explained, a lack of alternatives is an essential
part of a contract of adhesion which, by itself, cannot establish
procedural unconscionability under Florida law. See Powertel, 743
So. 2d at 574. Lambert must show something more.
Following our independent review of the record, we cannot
identify any additional factors that weigh in favor of procedural
unconscionability. Lambert’s declaration stated that “[n]o one
explained to [her] the meaning of the terms and conditions in the
documents [she] was required to sign,” and that she was “confused
and unsure of the meaning of the terms and conditions” in those
documents. But the record establishes that Lambert had the
6
We note that Florida courts have not required plaintiffs to show that they
lacked alternative employment options when an arbitration agreement was
presented as a condition of employment. That said, the lack of alternative
employment options may be a relevant factor when considering “the relative
bargaining power of the parties and whether the complaining party had a
meaningful choice at the time the contract was entered into[.]” Hobby Lobby
Stores, 287 So. 3d at 1275 (quotation omitted). Moreover, inquiring into
whether a plaintiff had alternative employment opportunities is consistent
with our duty under Florida law to evaluate the “the totality of the
circumstances.” Fla. Holdings, 198 So. 3d at 839.
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opportunity to ask questions about the arbitration agreement and
consult with an attorney before signing the arbitration agreement,7
and she elected not to do so. Thus, her statements that she did not
understand that agreement’s terms are insufficient under the
circumstances to show procedural unconscionability. See, e.g.,
Hobby Lobby Stores, 287 So. 3d at 1276 (an arbitration agreement
was not procedurally unconscionable because the employee made
“no allegation that he lacked a full and fair opportunity to inquire
into the Agreement’s terms or to enlist help if confused”);
Gainesville Health Care, 857 So. 2d at 287 (finding that although
the plaintiff “did not understand the arbitration provision” she had
“ample opportunity” to examine the document and consult with
advisors or a lawyer); cf. Woebse v. Health Care & Ret. Corp. of
Am., 977 So. 2d 630, 633–34 (Fla. 2d Dist. Ct. App. 2008) (holding
that an arbitration agreement was procedurally unconscionable
when the plaintiff was not given a copy of the agreement or an
opportunity to read the agreement and “was merely directed
where to sign”).
Lambert’s declaration also stated that she “felt pressured to
sign all of the documents in the stack of papers because of [her]
financial situation and unsuccessful job search even though [she]
7
The Arbitration Agreement advised Lambert that she “may wish to consult
an attorney prior to signing this Agreement.” It further advised that by signing
the Arbitration Agreement, Lambert was “attesting that [she had] read and
understood this document and [was] knowingly and voluntarily agreeing to
its terms.”
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20 Opinion of the Court 19-11900
did not understand them.” However, Lambert provided “no
evidence indicating that [Signature] actively discouraged or
prevented [her] from knowing and understanding the disputed
contract terms.” Murphy, 944 So. 2d at 1135. And “pressure” that
is “self-imposed” does not weigh in favor of procedural
unconscionability. Spring Lake, 110 So. 3d at 55. Finally, the
Arbitration Agreement was not hidden among other documents or
presented in fine print. See Palm Beach Motor Cars, 885 So. 2d at
991. The one-page Arbitration Agreement was presented in the
same font size as other documents such as the Handbook
Acknowledgment.
For these reasons, we decline to hold that under Florida law
an individual who was seeking employment for six months, applied
to approximately two jobs per week during that period, and faced
the difficult potential choice to retire early and incur penalties on
retirement savings lacked a meaningful choice when she signed an
arbitration agreement as a condition of employment. Florida
courts recognize that contracts of adhesion are ubiquitous, and
nothing in their decisions forecasts that some difficulty in securing
employment combined with the signing of an arbitration
agreement as a condition of employment renders that agreement
procedurally unconscionable. To the contrary, Florida courts warn
us to proceed “with great caution” when applying the doctrine of
unconscionability. Gainesville Health Care, 857 So. 2d at 284. We
are attentive to that warning especially when, as is the case here,
there are scant details about the nature of Lambert’s job search and
USCA11 Case: 19-11900 Date Filed: 07/08/2022 Page: 21 of 21
19-11900 Opinion of the Court 21
her future employment prospects. We cannot say that Lambert
lacked a meaningful choice when she applied to two jobs per week
and could draw on her retirement funds during her job search. To
be sure, drawing on those funds would be a difficult personal
choice. But that choice remained available to her. Thus, Lambert
has not shown that the arbitration agreement was procedurally
unconscionable. And because Lambert’s unconscionability
challenge thus fails, we need not consider whether the arbitration
agreement was substantively unconscionable. See Basulto, 141 So.
3d at 1158–59.
* * *
Lambert has not met her burden to show that the
Arbitration Agreement is unconscionable. Thus, the Arbitration
Agreement is enforceable, and she may not “avoid the
consequences of a contract freely entered into . . . because in
retrospect, the bargain turns out to be disadvantageous.” Murphy,
944 So. 2d at 1134 (quotation omitted).
IV. CONCLUSION
For these reasons, we reverse the district court’s denial of
Signature’s motion to dismiss and to compel arbitration.
REVERSED.