Gainesville Health Care Center, Inc. v. Weston (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.

The substantive unconscionability analysis focuses on whether the terms of the contract are “so ‘outrageously unfair’ as to ‘shock the judicial conscience.’” Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 285 (Fla. 1st DCA 2003) (citation omitted).

See Greenberg v. Bekins of 4 S. Fla., 337 So. 3d 372 , 375 (Fla. 4th DCA 2022); Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 283 (Fla. 1st DCA 2003).

“To determine whether a contract is substantively unconscionable, a court must look to the terms of the contract, itself, and determine whether they are so outrageously unfair as to shock the judicial conscience.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 284-85 (Fla. Dist.

Travel Mktg., Inc. v. Shea, 908 So. 2d 392, 397 (Fla. 2005); see also Gainesville Health Care Ctr., Inc., 857 So. 2d at 283 (“Both the Federal Arbitration Act and the Florida Arbitration Code permit a challenge to the validity of an arbitration provision based upon any state-law contract defense.”); S.D.S.

ANALYSIS I, Standard of Review The trial court’s entry of an order denying a motion to compel arbitration “presents a mixed question of law and fact.” Fonte v. AT & T Wireless Servs., Inc., 903 So.2d 1019, 1023 (Fla. 4th DCA 2005) (citing Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 283 (Fla. 1st DCA 2003)).

Howse therefore reasons that he had no choice but to accept DirecTV’s contract and be bound by the arbitration clause lest he forego the ability to watch satellite television. “[T]he fact that a contract is one of adhesion is a strong indicator that the contract is procedurally unconscionable because it suggests an absence of ‘meaningful choice.’ ” Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 285 (Fla. Dist.

Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284 (Fla. 1st DCA 2003).

Corp. of Am., 927 So.2d 252, 256 (Fla. 2d DCA 2006)); Murphy, 944 So.2d at 1134 (Third District) (“To invalidate a contract under Florida law, a court must find that the contract is both procedurally and substantively unconscionable.”) (citing Powertel, 743 So.2d at 574 ); Fonts v. AT&T Wireless Servs., Inc., 903 So.2d 1019, 1025 (Fla. 4th DCA 2005) (citing Powertel, and Kohl, 398 So.2d at 867); Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284 (Fla. 1st DCA 2…

In determining whether there was an absence of meaningful choice on the part of the complaining party, courts may consider “whether the complaining party had a realistic opportunity to bargain regarding the terms of the contract, or whether the terms were merely presented on a ‘take-it- or-leave-it’ basis; and whether he or she had a reasonable opportunity to understand the terms of the contract.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284 (Fla. 1st DCA…

Gainesville Health Care Ctr. v. Weston, 857 So.2d 278, 283 (Fla. 1st DCA 2003).

A party is not "permitted 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.” Gainesville Health Care Center, Inc. v. Weston, 857 So.2d 278, 288 (Fla. 1st DCA 2003).

A contract is substantively unconscionable if its terms “are so ‘outrageously unfair’ as to ‘shock the judicial conscience.’ ” Id. at 40 (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 285 (Fla. 1st Dist.Ct.App.2003)).

See also Sanford, 813 N.E.2d at 419 (concluding that the general phrase “other consideration” within 42 U.S.C. § 1396r(c)(5)(A)(iii) did not include an agreement to arbitrate and that requiring a nursing-home admittee to agree to arbitrate did not violate the statute); Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 288 (Fla.Dist.Ct.App.2003) (“We have found no authority from any jurisdiction which holds that an arbitration provision constitutes ‘consideration’ …

Id. at 11. 2 This court held that the passenger had waived his right to recover business losses as consequential damages on the principle that “[o]ne should not be permitted to avoid the consequences of a contract freely entered into simply because . . . the bargain turns out to be disadvantageous.” Id. (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 288 (Fla. 1st DCA 2003)).

Corp. of Am., 927 So. 2d 252, 256 (Fla. 2d DCA 2006) (quoting Gainesville Health Care Ctr. v. Weston, 857 So. 2d 278, 285 (Fla. 1st DCA 2003)).

Conclusion “One should not be permitted 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.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 288 (Fla. 1st DCA 2003).

“To determine whether a contract is procedurally unconscionable, a court must look to the circumstances surrounding the transaction to determine whether the complaining party has a meaningful choice at the time the contract was entered.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 284 (Fla. 1st DCA 2003) (internal quotations and citation omitted).

Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 283 (Fla. 1st DCA 2003).

See Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 288 (Fla. 1st DCA 2003) (“To sanction such a result would be to render contracts worthless as a tool of commerce.”).

A contract is substantively unconscionable if its terms “are so ‘outrageously unfair’ as to ‘shock the judicial conscience.’” VoiceStream Wireless Corp., 912 So. 2d at 40 (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 285 (Fla. 1st DCA 2003)).

Procedural unconscionability focuses on “(1) the manner in which the contract was entered into; (2) whether the complaining party had a meaningful choice at the time the contract was entered into; (3) whether the complaining party had a realistic opportunity to bargain regarding the terms of the contract; and (4) whether he or she had a reasonable opportunity to understand the terms of the contract.” Murphy v. Courtesy Ford, L.L.C., 944 So.2d 1131, 1134 (Fla. 3d DCA 2006) (c…

Substantive unconscionability requires an assessment of whether the contract terms are “so ‘outrageously unfair’ as to ‘shock the judicial conscience.’” Id. (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 285 (Fla. 1st DCA 2003)).

Whether an Arbitrable Issue Exists We next turn to the City’s argument that the trial court erred in ordering the parties to arbitrate. “[T]he standard of review applicable to the trial court’s construction of the arbitration provision, and to its application of the law to the facts found, is de novo.” MetroPCS Commc’ns, Inc. v. Porter, 273 So. 3d 1025, 1027 (Fla. 3d DCA 2018) (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 283 (Fla. 1st DCA 2003)).

It looks to the “circumstances surrounding the transaction to determine whether the complaining party had a meaningful choice at the time the contract was entered.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 284 (Fla. 1st DCA 2003) (internal quotation marks omitted).

It looks to the “circumstances surrounding the transaction to determine whether the complaining party had a meaningful choice at the time the contract was entered.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 284 (Fla. 1st DCA 2003) (internal quotation marks omitted).

Gainesville Health Care Ctr., Inc. v. Weston, 857 So. 2d 278, 283 (Fla. 1st DCA 2003).

Appellate review of whether a trial court erred in denying a motion to compel arbitration presents “a mixed question of law and fact.” Fonte v. AT & T Wireless Servs., Inc., 903 So.2d 1019, 1023 (Fla. 4th DCA 2005) (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 283 (Fla. 1st DCA 2003)).

Gainesville Health Care Center, Inc. v. Weston, 857 So.2d 278, 288 (Fla. 1st DCA 2003).

After listening to these arguments, the trial court ruled: “The Court finds that particularly in the context of sophisticated litigants—this is not a consumer issue from the Plaintiffs side—that the arbitration provision is enforceable and was assented to by the Plaintiff, and the case will be dismissed on that basis only.” (Emphasis added.) Contrary to this finding, we hold, as a matter of law, that Appellant did not “assent” to arbitrate the 2010 claims with Appellees. “[T…

It is settled that “a party ‘should not be permitted 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....’” Spring Lake, 110 So.3d at 55 (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 288 (Fla. 1st DCA 2003)).

Compare Powertel, 743 So.2d at 574-75 (holding arbitration clause was contract of adhesion where: (1) drafter prepared the clause unilaterally and sent it to customers as an insert to their monthly phone bill; (2) customers did not bargain for the clause; and (3) the customers did not have the power to reject it), with Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 285 (Fla. 1st DCA 2003) (holding that pre-printed nursing home contract was not a contract of adh…

Arbitration agreements are favored means of dispute resolution, and doubts concerning their scope should generally be resolved in favor of arbitration.” Gainesville, 857 So.2d at 288-89 (citation omitted).

Substantive unconscionability, on the other hand, requires assessment of the contract’s terms to “determine whether they are so ‘outrageously unfair’ as to ‘shock the judicial conscience.’ ” Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284-85 (Fla. 1st DCA 2008) (quoting Belcher v. Kier, 558 So.2d 1039, 1048 (Fla. 2d DCA 1990)).

In order for this Court to find that the Limitation Provision is unconscionable, evidence must be adduced to demonstrate that the contractual provision “is both procedurally and substantively unconscionable.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284 (Fla. 1st DCA 2003).

The motion for reconsideration sought to create a substantial issue as to the continuation of the original arbitration agreement, a factual determination that could have been left to the arbitrator, Gainesville Health Care Center, Inc. v. Weston, 857 So.2d 278, 288 (Fla. 1st DCA 2003), but which was adjudicated by the trial court without objection from the parties.

Substantive un-conscionability, on the other hand, requires assessment of the contract’s terms to “determine whether they are so ‘outrageously unfair’ as to ‘shock the judicial conscience.’ ” Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284-85 (Fla. 1st DCA 2003) (quoting Belcher v. Kier, 558 So.2d 1039, 1043 (Fla. 2d DCA 1990)).

“As the party seeking to avoid the arbitration provision on the ground of unconscionability, the burden [is on the party claiming unconscionability] to present evidence sufficient to support that claim.” Gainesville Health Care Center, Inc. v. Weston, 857 So.2d 278, 288 (Fla.App.2003).

Factors to consider include “ ‘whether the complaining party had a realistic opportunity to bargain regarding the terms of the contract, or whether the terms were merely presented on a “take-it-or-leave-it” basis; and whether he or she had a reasonable opportunity to understand the terms of the contract.’ ” Id. (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284 (Fla. 1st DCA 2008)).

The court should consider factors such as “whether the complaining party had a realistic opportunity to bargain regarding the terms of the contract, or whether the terms were merely presented on a ‘take-it-or-leave-it’ basis; and whether he or she had a reasonable opportunity to understand the terms of the contract.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284 (Fla. 1st DCA 2003).

App.1990). 10 To determine procedural unconscionability, “ ‘a court must look to the circumstances surrounding the transaction to determine whether the complaining party had a meaningful choice at the time the contract was entered.’ ” Rivera, 420 F.Supp.2d at 1321 (quoting Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 285 (Fla. 1st Dist.Ct.App.2003)).

In order to find a contract unconscionable, “[t]he party seeking to avoid the arbitration provision has the burden to establish unconscionability.” Murphy v. Courtesy Ford, LLC, 944 So.2d 1131, 1134 (Fla.Dist.Ct.App.2006) (citation omitted); Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 288 (Fla.Dist.Ct.App.2003).

To determine if an arbitration agreement is procedurally unconscionable, “a court must look to the ‘circumstances surrounding the transaction’ to determine whether the complaining party had a ‘meaningful choice’ at the time the contract was entered.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284 (Fla. 1st DCA 2003) (quoting Williams v. Walker-Thomas Furniture Co., 350 F.2d 445, 449 (D.C.Cir.1965)).

Under Florida law, Bollinger must establish that the agreement “is both procedurally and substantively unconscionable.” Gainesville Health Care Center, Inc. v. Weston, 857 So.2d 278, 284 (FlaApp.2003) (emphasis in original).

Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 283 (Fla. 1st DCA 2003).

Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 283 (Fla. 1st DCA 2003).

Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 284 (Fla. 1st DCA 2003).

Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 288 (Fla. 1st DCA 2003).

On the other hand, “the standard of review applicable to the trial court’s construction *687 of the arbitration provision, and to its application of the law to the facts found, is de novo.” Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278, 283 (Fla. 1st DCA 2003).

See Gainesville Health Care Ctr., Inc. v. Weston, 857 So.2d 278 (Fla. 1st DCA 2003) ("[T]he standard of review applicable to the trial court's construction of the arbitration provision, and to its application of the law to the facts found, is de novo."); see also Qubty v. Nagda, 817 So.2d 952, 956 (Fla. 5th DCA 2002) ("This court reviews de novo a trial court's ruling on a motion to compel arbitration.").