Soto v. STATE INDUSTRIAL PRODUCTS, INC.

United States Court of Appeals
For the First Circuit

No. 10-1626

VIDALINA SOTO,

Plaintiff, Appellant,

v.

STATE INDUSTRIAL PRODUCTS, INC., ET AL.,

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

[Hon. Jaime Pieras, Jr., U.S. District Judge]

Before

Lynch, Chief Judge,
Souter, Associate Justice,*
and Stahl, Circuit Judge.

Carlos R. Paula, with whom Melissa Figueroa Del Valle and
Labor Counsels were on brief, for appellant.
William A. Barnett, with whom Jeffrey M. Williams, Seth A.
Erbe, and Indiano & Williams, P.S.C. were on brief, for appellees.

April 15, 2011

*
The Hon. David H. Souter, Associate Justice (Ret.) of the
Supreme Court of the United States, sitting by designation.
 LYNCH, Chief Judge. In March 2009, Vidalina Soto filed

this employment discrimination suit in federal court, alleging

violations of the Americans with Disabilities Act, 42 U.S.C.

§ 12101 et seq., and Puerto Rico law. Soto named as defendants

State Industrial Products Corp. and State Chemical Sales Company

International, Inc. (together "State Chemical"), which have

employed Soto since 1992, their insurance companies, and associated

individuals. State Chemical moved to dismiss and compel

arbitration pursuant to the Federal Arbitration Act ("FAA"), 9

U.S.C. § 1 et seq., on the grounds that the dispute was covered by

an arbitration agreement.

Soto argued that the arbitration agreement was

unenforceable due to a lack of consideration and consent. The

district court rejected these arguments and dismissed Soto's

complaint without prejudice on March 24, 2010. Soto v. State Chem.

Sales Co. Int'l, 719 F. Supp. 2d 189 (D.P.R. 2010). Soto filed a

timely appeal.

We affirm the judgment of the district court. We reject

Soto's claims that she did not receive valid consideration for

signing the arbitration agreement, that her consent was rendered

void by the conditions under which she signed the agreement, and

that the arbitral costs imposed by the agreement are

unconscionable.

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 I.

We begin by describing the four documents that State

Chemical submitted to the district court with its motion to dismiss

and compel arbitration.1

The first document, titled "Acknowledgment," states:

I have received and read the alternative
dispute resolution program of State Industrial
Products ("ADR Program").

I understand that it is a three-step program
consisting of:
1. Internal negotiation;
2. Mediation conducted by an
independent, neutral third party; and
3. Arbitration before an independent,
neutral third party.

I understand that if, I am employed by State
Industrial Products prior to January 1, 1996,
I will retain all my rights to go to court if
I so desire at the conclusion of the ADR
program.

Soto signed and dated this document on June 15, 1996.

The second document, titled "Acknowledgment of Attendance

and Receipt," states:

1
State Chemical's initial motion to dismiss for lack of
jurisdiction did not ask the district court to compel arbitration,
but its reply memo clarified that it sought such relief. The
district court's Opinion and Order stated that it granted relief
compelling arbitration, but the court's Judgment did not. Soto
presents no arguments as to these anomalies. In any event, we may
treat a motion to dismiss based on an arbitration clause as a
request to compel arbitration when the facts of the case make it
clear that the party intended to invoke arbitration. See IOM Corp.
v. Brown Forman Corp., 627 F.3d 440, 449 n.10 (1st Cir. 2010); Fit
Tech, Inc. v. Bally Total Fitness Holding Corp., 374 F.3d 1, 6 (1st
Cir. 2004).

-3-
 I acknowledge that on June 15, 1996, I
attended a meeting in which State Industrial
Product's Dispute Resolution Program was
described. I also acknowledge that on this
date I received a copy of the State Industrial
Products Dispute Resolution Program.

Soto signed and dated this document on June 15, 1996.

The third document, titled "Sales Associate's Employment

Agreement," is a written employment contract. It states in two

places that Soto's employment is on an "at-will" basis. The

contract recites that it is supported by consideration in the form

of "the terms and conditions and the mutual covenants herein set

forth and such other good and valuable consideration, the receipt

of which is hereby acknowledged."

The contract contains an arbitration clause, which is not

listed in either the "Company Obligations and Covenants" section or

the "Associate Obligations and Covenants" section, but rather is

listed in an independent section, titled "Alternative Dispute

Resolution," that states a mutual obligation:

I understand that the Company has a three-step
Alternative Dispute Resolution Program for its
employees consisting of 1. negotiation, 2.
mediation, and 3. final and binding
arbitration. In consideration for my
employment or continued employment by the
Company, I agree that this will be my
exclusive means of making any employment-
related claim against the Company, as set
forth in more detail in the State Industrial
Products Dispute Resolution Program, a copy of
which I have been provided.

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Soto signed this contract on March 1, 2001. It bears Soto's

initials on every page, and includes a separately initialed clause

in bold stating: "I HAVE READ AND I FULLY UNDERSTAND EACH AND EVERY

PROVISION OF THE FOREGOING AND DO HEREBY ACCEPT AND AGREE TO THE

SAME." The contract is also initialed and signed by a

representative from human resources.

The fourth document is a copy of the ADR Program that is

referenced in the documents that Soto signed. This document states

that the program has an effective date of January 1, 1996, and that

"[c]ontinued employment by the Company after this date is

consideration for and constitutes acceptance of this alternative

dispute resolution program."

The Program sets out a three-step process. The first

step is negotiation. If the parties do not reach a settlement

within 30 working days, they proceed to mediation before the

American Arbitration Association. If the claim remains unresolved

after mediation, the parties go to arbitration under the

arbitration clause:

If the Employment Claim remains unresolved
following MEDIATION, the Complainant agrees to
promptly submit the Employment Claim to
ARBITRATION administered by the American
Arbitration Association in Cleveland, Ohio
under its Employment Dispute Resolution Rules.
. . . The Company agrees to pay one-half of
the filing fee and the Complainant agrees to
pay one-half of the filing fee to the American
Arbitration Association (current filing fee is
$500.00). The Company agrees to pay the

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 arbitrator's fee over and above the filing fee
(approximately $750.00/day).

Other relevant provisions of this clause are as follows:

1. Procedure
The ARBITRATION shall take place in a location
to be determined by the Company, and the
Company shall pay reasonable out-of-pocket
travel expenses if any are incurred by the
Complainant as a result of the Company's
choice of location. . . .

2. Remedies
The arbitrator shall have the authority to
award whatever remedies would have been
available to the employee through a federal
court or the courts of the state in which the
hearing is held and which he/she determines to
be supported by credible, relevant evidence.

Employees who were employed before the effective date of

January 1, 1996 do "not waive their right to go into court if they

are dissatisfied at the conclusion of the three step program,"

while those employed after that date waive "the right to take such

disputes to court." This aspect of the agreement is explained in

a section titled "Effect of Findings," which states:

If an individual was employed prior to January
1, 1996, the arbitrator's decision shall be
final and binding only if both parties so
stipulate. If the parties do stipulate that
the decision is final and binding, it may be
entered in any court having jurisdiction
thereof. If the decision is not mutually
stipulated to be final and binding, and a
court proceeding is instituted, the decision
shall be admissible in that proceeding.

If a person is employed on or after January 1,
1996, the arbitrator's decision shall be final
and binding, and may be entered in any court
having jurisdiction thereof.

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 Although it is only employees who are initially bound to

submit their claims under this Program, the obligations imposed by

the Program are mutual. When an employee submits a complaint,

State Chemical must comply with the three-phase procedure outlined

above, which includes the possibility of a binding arbitral

decision.

The only carve-outs are contained in the clause titled

"What Disputes Are Covered By This Program," which states that the

following claims are not covered: "Worker's compensation claims;

Unemployment compensation claims; and Claims by the company for

injunctive relief and/or damages including but not limited to

unfair competition, trade secrets, or confidential information

claims."

The Program expressly preserves the right of an employee

to take a complaint to "the appropriate Human Rights Commission,

the [Equal Employment Opportunity Commission] or any other

government regulatory body."

II.

Because there is no dispute as to the authenticity of the

documents submitted by State Chemical, and "abstract questions as

to whether particular disputes do (or do not) come within the four

corners of an expressly limited arbitration provision are legal in

nature," we review the district court's judgment de novo. Paul

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Revere Variable Annuity Ins. Co. v. Kirschhofer, 226 F.3d 15, 18-19

(1st Cir. 2000).2

"The FAA reflects the fundamental principle that

arbitration is a matter of contract." Dialysis Access Ctr., LLC

v. RMS Lifeline, Inc., No. 10-1872, 2011 WL 1139144, at *4 (1st

Cir. Mar. 30, 2011) (quoting Rent–A–Center, West, Inc. v. Jackson,

130 S. Ct. 2772, 2776 (2010)) (internal quotation marks omitted).

Employers and employees may contractually agree to submit federal

claims, including claims under the ADA, to arbitration. Bercovitch

v. Baldwin Sch., Inc., 133 F.3d 141, 149-51 (1st Cir. 1998); see

also Gilmer v. Interstate/Johnson Lane Corp, 500 U.S. 20, 35 (1991)

(holding that age discrimination claim was subject to compulsory

arbitration); Rosenberg v. Merrill Lynch, Pierce, Fenner & Smith,

Inc., 170 F.3d 1, 7 (1st Cir. 1999) (holding that Title VII claim

was subject to compulsory arbitration).

2
Soto argues that the district court improperly relied on
the arbitration agreement documents, which were outside the scope
of her complaint, without treating State Chemical's motion as a
Rule 56 motion for summary judgment. However, State Chemical's
motion was not based on Rule 12(b)(6) or Rule 12(c), which might
have triggered this requirement, but rather was made pursuant to
the FAA, 9 U.S.C. § 4. Also, although Soto claims she put material
facts into dispute, "a party cannot avoid compelled arbitration by
generally denying the facts upon which the right to arbitration
rests; the party must identify specific evidence in the record
demonstrating a material factual dispute for trial." Tinder v.
Pinkerton Sec., 305 F.3d 728, 735 (7th Cir. 2002). Soto's only
evidence, her unsworn declaration, did not raise a genuine issue of
material fact. Cf. id. at 736 (holding that employee's affidavit
that she never saw arbitration program documents did not raise
triable issue of fact as to existence of agreement to arbitrate
that would preclude compelled arbitration).

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 "A party seeking to compel arbitration under the FAA must

demonstrate 'that a valid agreement to arbitrate exists, that the

movant is entitled to invoke the arbitration clause, that the other

party is bound by that clause, and that the claim asserted comes

within the clause's scope.'" Dialysis Access Ctr., 2011 WL

1139144, at *4 (quoting InterGen N.V. v. Grina, 344 F.3d 134, 142

(1st Cir. 2003)). This case turns on the first of these

requirements--the validity of the agreement.

The contract law of Puerto Rico "control[s] the

determination of whether a valid agreement to arbitrate exists."

Campbell v. Gen. Dynamics Gov't Sys. Corp., 407 F.3d 546, 552 (1st

Cir. 2005). Under Puerto Rico law, there are three elements to a

valid contract: "(1) The consent of the contracting parties. (2) A

definite object which may be the subject of the contract. (3) The

cause for the obligation which may be established." P.R. Laws Ann.

tit. 31, § 3391. "Consent given by error, under violence, by

intimidation, or deceit shall be void." Id. § 3404; see also

Dialysis Access Ctr., 2011 WL 1139144, at *7 (discussing

requirements of consent).

The central question in this case is whether the

arbitration agreement signed by Soto is invalid for lack of

consideration (what the quoted statute refers to as "cause for the

obligation") or consent. Soto claims that she did not receive

adequate consideration for entering into the agreement, and that

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the district court's conclusion otherwise is (1) inconsistent with

established Puerto Rico law on consideration for noncompetition

agreements, and (2) inconsistent with Puerto Rico Law 80, P.R. Laws

Ann. tit. 29, § 185a et seq. ("Law 80"). Soto claims that her

consent to the arbitration agreement is void because (1) she signed

the documents under threat of losing her continued employment, and

(2) she is not fluent in English and did not "fully understand" the

content of the documents that she signed. We address these

arguments in turn.

A. Consideration

1. Continued Employment

The parties have not cited to us any cases by Puerto Rico

courts deciding whether continued employment--which is expressly

invoked by the arbitration agreement as consideration for signing

it--is valid consideration under Puerto Rico law. Soto advances

two arguments as to why it is not.

Her first argument is based on an analogy to Puerto Rico

law on noncompetition covenants and the Puerto Rico Supreme Court's

decision in Arthur Young & Co. v. Vega III, 136 D.P.R. 157, 1994

P.R.-Eng. 909,262 (1994). That decision, by now Chief Justice

Hernández Denton, specified the conditions of validity for

noncompetition covenants that place restrictions on an employee's

post-employment work. Addressing the issue of consideration, the

court stated:

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 [T]he employer shall offer a consideration in
exchange for the employee signing the
noncompetition covenant. This consideration
could consist, for example, of a promotion,
additional employment benefits, or the
enjoyment of substantial changes of a similar
nature in the employment conditions. Adequate
consideration could even be that a candidate
gets the position he wished for in the
company. Mere job tenure, however, will not
be admitted as a consideration of the
noncompetition agreement.

Id. Soto relies on this statement to argue that continued

employment is inadequate consideration for signing an arbitration

agreement.3 We reject this argument for two reasons.

First, Arthur Young does not opine on the consideration

needed to support an agreement to arbitrate employment disputes,

and its statement about the consideration required for a

noncompetition agreement was part of a broader set of requirements

that do not apply to other contract clauses.4 Likewise, the

3
The Arthur Young decision did not specify what was meant
by "job tenure" or elaborate on this point, as it held that Vega's
promotion was valid consideration for the noncompetition covenant.
4
For example, the court held that an employer can only
impose a noncompetition agreement if its absence would "seriously
affect[]" the employer's interests, and that the existence of such
interests "depend[s] on whether the employee's position in the
company enables him to effectively compete with his employer in the
future." Arthur Young & Co. v. Vega III, 136 D.P.R. 157, 1994
P.R.-Eng. 909,262 (1994). The court also held that "the scope of
the prohibition must fit the employer's interest, insofar as
object, time, and place of the restriction or clients involved is
concerned." Id. Specifically, the court held that the
"noncompetition term should not exceed twelve months" and "the
contract must specify the geographic limits or the clients
involved," which "must be strictly limited to that necessary to
prevent an actual competition between employer and employee." Id.

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motivations for these restrictions, which have been recognized by

many jurisdictions, see generally Ferdinand S. Tinio, Annotation,

Sufficiency of Consideration for Employee's Covenant Not to

Compete, Entered into After Inception of Employment, 51 A.L.R.3d

825, § 4(a) (2010) (listing cases), are not necessarily applicable

to arbitration agreements, see Pine River State Bank v. Mettille,

333 N.W.2d 622, 630 n.5 (Minn. 1983) (stating that the requirements

of consideration for noncompetition clauses are different than

those for other contract clauses).

Second, while Puerto Rico may impose special restrictions

on noncompetition agreements, it is preempted from imposing special

restrictions on arbitration agreements. As the Supreme Court has

explained, arbitration agreements may not be invalidated "under

state laws applicable only to arbitration provisions. . . .

Congress precluded States from singling out arbitration provisions

for suspect status, requiring instead that such provisions be

placed 'upon the same footing as other contracts.'" Doctor's

Assocs., Inc. v. Casarotto, 517 U.S. 681, 687 (1996) (quoting

Scherk v. Alberto-Culver Co., 417 U.S. 506, 511 (1974)) (citations

omitted); see also KKW Enters., Inc. v. Gloria Jean's Gourmet

Coffees, 184 F.3d 42, 50-52 (1st Cir. 1999).

For these reasons, we reject Soto's invitation to expand

the scope of Arthur Young to hold that continued employment cannot

constitute valid consideration for an arbitration agreement. Cf.

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Cherena v. Coors Brewing Co., 20 F. Supp. 2d 282 (D.P.R. 1998)

(holding that although a non-competition clause failed to satisfy

Puerto Rico's requirements of consideration under Arthur Young, a

severable non-disclosure clause was enforceable); see also Jimenez

v. Island Oasis Frozen Cocktail Co., Inc., No. 09-1748, 2010 WL

3719216 (D.P.R. Sept. 14, 2010) (same).

Soto's second argument, which she raises for the first

time on appeal, is that the requirements imposed on employers by

Law 80 precludes a finding that continued employment can constitute

valid consideration. We bypass her waiver, to evaluate her

argument and its underlying premise that Law 80 creates a right to

continued employment.

In Puerto Rico, there are specialized statutes that

create a right to continued employment in certain contexts. See,

e.g., P.R. Laws Ann. tit. 21, § 4560 ("Every regular career

employee recruited according to the provisions of this subtitle,

who meets the criteria of productivity, efficiency, order and

discipline . . . , shall be entitled to permanent employment

status."). But Soto is mistaken in characterizing Law 80 as one of

them.

Law 80, a statute of general application, applies to

"[e]very employee in commerce, industry, or any other business or

work place . . . , contracted without a fixed term, who is

discharged from his/her employment without just cause." P.R. Laws

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Ann. tit. 29, § 185a. Under Law 80, these employees are entitled

to a form of severance pay known as a "mesada," which is calculated

using a formula based on the employee's salary and years of

service.5 See Otero-Burgos v. Inter Am. Univ., 558 F.3d 1, 7-9

(1st Cir. 2009) (providing overview of content and purpose of

Law 80).

Any claim that Law 80 does more than create a right to

severance pay for covered employees is foreclosed by our precedent.

See Rodriguez v. E. Air Lines, Inc., 816 F.2d 24 (1st Cir. 1987)

(rejecting district court's holding that Law 80 imposed a duty on

employers to retain employees with greater seniority when lay-offs

became necessary, id. at 25, 28, and holding that "severance pay is

the only remedy available under Law 80," id. at 29).

5
The discharged employee is entitled to:
(a) The salary corresponding to two (2)
months, as indemnity, if discharged within the
first five (5) years of service; the salary
corresponding to three (3) months if
discharged after five years (5) and up to
fifteen (15) years of service; the salary
corresponding to six (6) months if discharged
after fifteen (15) years of service.

(b) An additional progressive compensation
equal to one (1) week for each year of
service, if discharged within the first five
(5) years of service; to two (2) weeks for
each year of service, if discharged after five
(5) years and up to fifteen (15) years of
service; to three (3) weeks for each year of
service if discharged after fifteen (15) years
of service.
P.R. Laws Ann. tit. 29, § 185a.

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 Soto concedes that new employment is valid consideration

for the execution of an arbitration agreement, see Hadnot v. Bay,

Ltd., 344 F.3d 474, 477 (5th Cir. 2003) (holding that offer of

at-will employment is valid consideration to support an arbitration

agreement), but argues that continued employment is different. For

at-will employees, it is hard to see why.

In exchange for Soto's agreement to arbitrate, State

Chemical did not invoke its right to terminate her employment--a

right that it could have exercised, even without cause, subject to

Law 80 remedies. The continued employment of Soto by State

Chemical under the new arrangement, which was not obligatory on the

part of State Chemical, was sufficient consideration to render the

agreement enforceable. Accord Tinder v. Pinkerton Sec., 305 F.3d

728, 734-35 (7th Cir. 2002) (Wis. law); Pomposi v. GameStop, Inc.,

No. 3:09-cv-340, 2010 WL 147196, at *6 (D. Conn. Jan. 11, 2010)

(Conn. law); Baumann v. The Finish Line, Inc., No. 1:08-cv-1385,

2009 WL 2750094, at *4 (S.D. Ind. Aug. 26, 2009) (Ind. law); Heath

v. Travelers Cos., No. 08-6055, 2009 WL 1921661, at *5 (D. Minn.

July 1, 2009) (Minn. law); Ellerbee v. GameStop, Inc., 604 F. Supp.

2d 349, 354 (D. Mass. 2009) (Mass. law); Fontaine v. Rent-a-Center

West, Inc., No. 05-1485, 2006 WL 141606, at *3 (D. Or. Jan. 13,

2006) (Or. law); Durkin v. CIGNA Property & Cas. Corp., 942 F.

Supp. 481, 488 (D. Kan. 1996) (Kan. law); Ex parte McNaughton, 728

So. 2d 592, 595-96 (Ala. 1998) (Ala. law); Towles v. United

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HealthCare Corp., 524 S.E.2d 839, 845 n.4 (S.C. App. 1999) (S.C.

law).6

The fact that State Chemical stated that Soto's continued

employment was conditional on her signing of the agreement dispels

any possible doubt over whether the consideration received was

real. Cf. Gibson v. Neighborhood Health Clinics, Inc., 121 F.3d

1126, 1132 (7th Cir. 1997) (finding that continued employment did

not constitute consideration for arbitration agreement when

employer had neither promised to continue employment nor stated

that employee's status would be uncertain if she did not sign);

Advanced Copy Prods., Inc. v. Cool, 363 N.E.2d 1070, 1071 (Ind.

App. 1977) (finding that because there was no evidence that an

employee's continued employment was dependent upon his signing a

noncompetition agreement, continued employment did not constitute

consideration to support the covenant).

Absent specific support from the case law of Puerto Rico,

we reject Soto's argument that her continued employment did not

constitute valid consideration for her signing of the arbitration

agreement. But as we explain below, even if Soto were correct on

this point, the arbitration agreement would still be enforceable,

as it was supported by independent valid consideration.

6
We are not convinced by those cases that have held
otherwise. See, e.g., Morrow v. Hallmark Cards, Inc., 273 S.W.3d
15, 27-29 (Mo. App. 2008); Piano v. Premier Distrib. Co., 107 P.3d
11, 14-15 (N.M. App. 2004); J.M. Davidson, Inc. v. Webster, 128
S.W.3d 223, 228 (Tex. 2003).

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 2. Bilateral Obligation to Arbitrate

Soto also received, in exchange for her promise to adhere

to and be bound by the terms of an ADR Plan that included

arbitration, State Chemical's promise to do the same.

"Puerto Rican law provides that 'a bilateral obligation

assumed by each one of the parties to the contract, has, as its

consideration, the promise offered in exchange.' Both parties must

be bound based on 'mutual consideration' that yields either a

benefit or a detriment to each party." Adria Int'l Grp., Inc. v.

Ferre Dev., Inc., 241 F.3d 103, 107 (1st Cir. 2001) (citations

omitted) (quoting United States v. Perez, 528 F. Supp. 206, 209

(D.P.R. 1981)). Although the parties have not cited to us any

cases by Puerto Rico courts applying this basic principle of

contract law to agreements to arbitrate, other courts applying the

principle have held that the equal obligation of an employee and

employer to arbitrate disputes falling in the coverage of an ADR

plan "is enough to ensure mutuality of obligation and thus

constitute consideration." Seawright v. Am. Gen. Fin. Servs., 507

F.3d 967, 974 (6th Cir. 2007) (Tenn. law); accord Blair v. Scott

Specialty Gases, 283 F.3d 595, 603-04 (3rd Cir. 2002) (Pa. law);

Michalski v. Circuit City Stores, Inc., 177 F.3d 634, 637 (7th Cir.

1999) (Wis. law); Koveleskie v. SBC Capital Markets, Inc., 167 F.3d

361, 368 (7th Cir. 1999) (Ill. law); O'Neil v. Hilton Head Hosp.,

115 F.3d 272, 274-75 (4th Cir. 1997) (S.C. law).

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 In the case before us, the arbitration clause is

supported by this type of mutual consideration. Soto was employed

prior to January 1, 1996, so an arbitral decision will be "final

and binding" and entered in court "only if both parties so

stipulate." Because both Soto and State Chemical promise only to

forgo a judicial forum in the first instance, and to be bound by

the result only if they so stipulate, their promises to arbitrate

constitute valid mutual consideration. See Ramirez-Lebron v. Int'l

Shipping Agency, Inc., 593 F.3d 124, 132 n.4 (1st Cir. 2010).

The fact that it is the complainant who must submit to

arbitrate claims unresolved by mediation does not make the

consideration provided by State Chemical illusory. Most

jurisdictions do not require that both parties to a contract have

identical remedies to satisfy the general requirement of mutuality

of obligation, see, e.g., Restatement (Second) of Contracts § 363

cmt. c (1981); 25 Richard A. Lord, Williston on Contracts § 67:40

(4th ed. 2010), and we are aware of nothing in Puerto Rico

statutory or case law that requires otherwise, see, e.g., P.R. Laws

Ann. tit. 31, § 3391. Further, as we noted earlier, the FAA

preempts Puerto Rico from imposing such a requirement applicable

only to arbitration provisions. Casarotto, 517 U.S. at 687;

Southeastern Stud & Components, Inc. v. Am. Eagle Design Build

Studios, LLC, 588 F.3d 963, 966-67 (8th Cir. 2009) (discussing FAA

preemption of mutuality requirements for arbitration clauses).

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 We will not impose mutuality of remedy as a requirement

of consideration for arbitration agreements under Puerto Rico law.

Accord Circuit City Stores, Inc. v. Najd, 294 F.3d 1104, 1108 (9th

Cir. 2002) (Cal. law); Blair, 283 F.3d at 604 (Pa. law); Harris v.

Green Tree Fin. Corp., 183 F.3d 173, 181 (3d Cir. 1999) (Pa. law);

Michalski, 177 F.3d at 636 (Wis. law); Barker v. Golf U.S.A., Inc.,

154 F.3d 788, 791-92 (8th Cir. 1998) (Okla. law); Johnson v.

Circuit City, 148 F.3d 373, 378 (4th Cir. 1998) (Md. law); Willis

Flooring, Inc. v. Howard S. Lease Constr. Co. & Assocs., 656 P.2d

1184, 1185 (Alaska 1983).

We agree with the district court that Soto's agreement to

arbitrate was supported by valid consideration.

B. Consent

We also agree with the district court that the agreement

is not unenforceable for lack of consent. Under Puerto Rico law,

"[c]onsent given by error, under violence, by intimidation, or

deceit shall be void." P.R. Laws Ann. tit. 31, § 3404.

Soto stated in an unsworn declaration that she was told

that she would be fired if she did not sign the "Acknowledgment,"

"Acknowledgment of Attendance and Receipt," and "Sales Associate

Employment Agreement;" that she is not fluent in English and did

not fully understand the documents; that she requested and was

denied the opportunity to meet with a lawyer before signing them;

and that she was not provided with copies or translations of the

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documents, even though she requested them.7 Soto also stated that

she never attended any meeting in which the ADR Program was

discussed, and that the first time she saw the program document was

in State Chemical's motion to dismiss. On the basis of this

declaration, Soto advances two arguments as to why her consent to

the agreement is void.

Soto first argues that her consent to the agreement was

induced by threat of job loss, and that this threat constituted

intimidation that rendered her consent void. State Chemical

acknowledges that signing the arbitration agreement was a condition

of continued employment. The only question is whether this

constitutes intimidation as a matter of law.

As defined under Puerto Rico law, "[i]ntimidation exists

when one of the contracting parties is inspired with a reasonable

and well-grounded fear of suffering an imminent and serious injury

to his person or property, or to the person or property of the

spouse, descendants, or ascendants." Id. § 3406. Because Soto

does not claim that State Chemical made any threat of injury to her

7
This declaration was roughly made pursuant to 28 U.S.C.
§ 1746, which states: "Wherever . . . any matter is required or
permitted to be supported, evidenced, established, or proved by the
sworn declaration, verification, certificate, statement, oath, or
affidavit, in writing of the person making the same (other than a
deposition, or an oath of office, or an oath required to be taken
before a specified official other than a notary public), such
matter may, with like force and effect, be supported, evidenced,
established, or proved by the unsworn declaration, certificate,
verification, or statement, in writing of such person which is
subscribed by him, as true under penalty of perjury . . . ." Id.

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person, and she has made no showing that she had a property

interest in her at-will employment, she can make no viable claim

that she was intimidated under the meaning of Puerto Rico law. Cf.

Stereo Gema, Inc. v. Magnadyne Corp., 941 F. Supp. 271, 276 (D.P.R.

1996) (finding that consent was not rendered void by the fact that

party did not speak English or understand the contract, which was

written in English; that he declared that he would not have signed

agreement if he had been aware of the disputed clause; and that he

was told that if he did not sign the agreement, he would lose the

contract).

Soto's next argument is that Law 80 makes it illegal for

State Chemical to threaten to fire her for refusing to sign the

agreement. She argues that because refusal to sign does not

constitute "just cause" for dismissal under the law, it was illegal

for State Chemical to make her continued employment conditional on

her signing of the agreement. But as we have already explained,

Law 80 does not make it illegal for State Chemical to fire Soto

without just cause. As such, an arbitration agreement is not made

unenforceable by Law 80 merely because signing it was a condition

of continued employment. Cf. Rosenberg, 170 F.3d at 17 (holding

that although signing arbitration agreement was condition of

employment, agreement was not void for unconscionability).

Soto's final argument is that her consent was void

because she is not fluent in English and did not "fully" understand

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the contents of the documents that she signed. This amounts to an

argument that she consented in error under P.R. Laws Ann. tit. 31,

§ 3404. However, an error can only invalidate consent if it is

excusable, which it is not "when the ignorance of the true state of

things is due to negligence or fault of the one who invokes it."

Citibank Global Markets, Inc. v. Rodriguez Santana, 573 F.3d 17, 24

(1st Cir. 2009) (quoting Capo Caballero v. Ramos, 83 D.P.R. 650

(1961)) (internal quotation marks omitted).

Here, the facts alleged by Soto make it clear that any

error in her understanding of the contract is not excusable. In

1996, Soto signed two documents acknowledging that she had been

given a copy of the ADR Program document, that she understood it,

and that she agreed to it. And in 2001, she again signed a

contract agreeing to the terms of the Program. She now alleges

that she never received a copy of the Program. Under Puerto Rico

law, "the onus was on her" to obtain and read a copy before signing

it. Rodriguez-Bird v. Santander Sec. Corp., No. 09-2238, 2010 WL

2541708, at *2 (D.P.R. June 17, 2010).

Further, it is a general and well established principle

of contract law that "one who is ignorant of the language in which

a document is written, or who is illiterate," may be bound to a

contract by negligently failing to learn its contents. 1 Richard

A. Lord, Williston on Contracts § 4:19 (4th ed. 2010) (footnote

omitted); see also N.Y. Life Ins. Co. v. Kwetkauskas, 63 F.2d 890,

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891 (3d Cir. 1933) (recognizing principle); Stern v. Moneyweight

Scale Co., 42 App. D.C. 162, 165 (D.C. Cir. 1914) (same); Chicago,

St. P., M. & O. Ry. Co. v. Belliwith, 83 F. 437, 439-40 (8th Cir.

1897) (same). "In the absence of fraud, the fact that an offeree

cannot read, write, speak, or understand the English language is

immaterial to whether an English-language agreement the offeree

executes is enforceable." Morales v. Sun Constructors, Inc., 541

F.3d 218, 222 (3d Cir. 2008); see also id. 222-23 (listing cases).

The fact that Soto did not "fully" understand the

agreements that she signed because of her lack of fluency in

English, of which she was aware, does not render void her consent

to arbitrate. Cf. Herman v. Hogar Praderas de Amor, Inc., 130 F.

Supp. 2d 257, 262-63 (D.P.R. 2001) (rejecting challenge to the

validity of a waiver even though the document was written in

English, which the signing party did not understand, and the other

party did not explain its contents in the meeting at which it was

signed); see also Sanchez-Santiago v. Guess, Inc., 512 F. Supp. 2d

75, 79-80 (D.P.R. 2007).

C. Unconscionability

Soto makes an argument to this court on appeal, which was

not made to the district court, that the terms of the arbitration

agreement are so unreasonable that they should not be enforced. We

bypass, in part, her waiver and reject this claim.

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 Soto argues that the agreement imposes excessive

arbitration fees that will have the effect of preventing her from

making any claims against State Chemical. There is nothing in the

record that supports this argument. The filing fee that Soto paid

to file this federal court action in 2009 was $350. By contrast,

the Program states that if a claim proceeds to arbitration, the

employee "agrees to pay one-half of the filing fee to the American

Arbitration Association (current filing fee is $500.00)." And

under the current AAA rules for disputes arising out of employer-

promulgated plans, the fees would be even less: "In cases before a

single arbitrator, a nonrefundable filing fee capped in the amount

of $175 is payable in full by the employee when a claim is filed,

unless the plan provides that the employee pay less. A

nonrefundable fee in the amount of $925 is payable in full by the

employer, unless the plan provides that the employer pay more."

The arbitration scheme does not require Soto to pay for

the time spent by the decision maker. The Program clearly states

that the "Company agrees to pay the arbitrator's fee over and above

the filing fee (approximately $750.00/day)." Soto claims that this

language is ambiguous and may be read as requiring that she pay the

arbitrator's daily fee up to an amount equal to the filing fee. We

are not persuaded by this reading of the clause, and in any event,

State Chemical is bound by its representations to this court that

Soto would pay no more than one-half of the AAA filing fee.

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 Soto also argues that State Chemical could choose to have

the arbitration located in Cleveland, Ohio, which would also impose

prohibitive costs and prevent her from making a claim. Although it

is true that the Program states that the arbitration "shall take

place in a location to be determined by the Company," it also

states that "the Company shall pay reasonable out-of-pocket travel

expenses if any are incurred by the Complainant as a result of the

Company's choice of location." Further, State Chemical is bound by

its representation to this court at oral argument that Puerto Rican

employment disputes would be arbitrated in Puerto Rico, and that if

the arbitration occurred outside of Puerto Rico, State Chemical

would pay not only Soto's reasonable expenses, but also those of

any witnesses that she needed to bring from Puerto Rico.

Soto presents other arguments to us on appeal that were

not presented to the district court. They are waived.

III.

We affirm the judgment of the district court.

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