concurring in part and dissenting in part. I agree with the majority that Williams minimally supported her civil conspiracy claim at trial and that the jury’s finding of liability against ITT on that issue should stand. Based on the state of the record in this case, however, I cannot agree with the majority on the arbitration issue or with its analysis of the punitive damages issue.
Arbitration
I respectfully disagree with the majority’s conclusion regarding the conscionability of the arbitration clause. Until today’s decision, no court has found the arbitration clause between ITT and Williams to be unconscionable. As acknowledged by both the majority and the appellate court in this case, the trial court never resolved the issue of whether the arbitration clause was valid, much less whether the arbitration clause was unconscionable. The reason for the lack of such a finding is that the parties never litigated this issue due to the odd procedural history of this case. The plaintiff never sought to prove the arbitration clause unconscionable; she thought she had prevailed on that issue.
Much of the majority’s unconscionability analysis focuses on analogies between this case and Patterson v. ITT Consumer Fin. Corp. (Cal.App.1993), 14 Cal. App.4th 1659, 18 Cal.Rptr.2d 563 — a case where a California appellate court found a similar agreement to arbitrate disputes between a plaintiff and ITT before the National Arbitration ■ Forum (“NAF”) unconscionable. There are several reasons, however, to distinguish Patterson and enforce the arbitration provision in this case.
As evidenced by R.C. Chapter 2711, there exists a strong legislative policy in Ohio favoring arbitration. The same policy preference is stated in federal arbitration laws, which were specifically incorporated into the contract between Williams and ITT by reference. Section 2, Title 9, U.S.Code. Furthermore, the General Assembly has done nothing to limit that policy preference to commercial transactions. See R.C. Chapters 1321,1322,1345 and 1349.
*482Though state and federal legislation favors enforcement of agreements to arbitrate, both R.C. 2711.01(A) and Section 2, Title 9, U.S.Code permit a court to invalidate an arbitration agreement on equitable or legal grounds that would cause any agreement to be revocable. One such ground is unconscionability. “ ‘Unconscionability has generally been recognized to include an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party.’ Williams v. Walker-Thomas Furniture Co. (C.A.D.C.1965), 350 F.2d 445, 449.” Lake Ridge Academy v. Carney (1993), 66 Ohio St.3d 376, 383, 613 N.E.2d 183, 189. Accordingly, unconscionability has two prongs: a procedural prong, dealing -with the parties’ relation and the making of the contract, and a substantive prong, dealing with the terms of the contract itself. Both prongs must be met to invalidate an arbitration provision.
In explaining the analogies between this case and Patterson, the majority appears to stress the disparity of bargaining power between the parties and arbitration costs as reasons for nullifying the agreement to arbitrate as unconscionable. These factors, however, if by themselves deemed to render arbitration provisions of a contract unconscionable, could potentially invalidate a large percentage of arbitration agreements in consumer transactions.
The disparity of bargaining power between Williams and ITT would be one factor tending to prove that the contract was procedurally unconscionable. A finding of procedural unconscionability, or that the contract is one of adhesion, however, requires more. “Black’s Law Dictionary (5 Ed.1979) 38, defines a contract of adhesion as a ‘[standardized contract form offered to consumers of goods and services on essentially “take it or leave it” basis without affording consumer realistic opportunity to bargain and under such conditions that consumer cannot obtain desired product or services except by acquiescing in form contract. * * *’ ” Sekeres v. Arbaugh (1987), 31 Ohio St.3d 24, 31, 31 OBR 75, 81, 508 N.E.2d 941, 946-947 (H. Brown, J., dissenting), citing Wheeler v. St. Joseph Hosp. (1976), 63 Cal.App.3d 345, 356, 133 Cal.Rptr. 775, 783; Std. Oil Co. of California v. Perkins (C.A.9, 1965), 347 F.2d 379, 383. See, also, Nottingdale Homeowners’ Assn., Inc. v. Darby (1987), 33 Ohio St.3d 32, 37, 514 N.E.2d 702, 707, fn. 7.
In the present case, Williams did not demonstrate that she would have been unable to obtain a loan from other sources. In fact, part of her civil conspiracy argument is that ITT targeted her for a loan because of the substantial amount of equity that she had built up in her house.
There is no evidence in the record that the arbitration clause was concealed or misrepresented to Williams. In fact, the record reveals that Williams did read *483the contract and understood after she read the contract that she had three days to cancel.
Additionally, there are differences between this case and Patterson relating to substantive unconscionability. The Patterson court remarked that “arbitration per se may be within the reasonable expectations of most consumers,” but noted that some of the terms of the particular contract, when combined with the NAF’s procedural rules, were oppressive to the consumer. Patterson v. ITT Consumer Fin. Corp., 14 Cal.App.4th at 1665, 18 Cal.Rptr.2d at 566. The court concluded that the arbitration clause at issue was worded so that it could mislead a reasonable reader to believe that he or she had in fact agreed to arbitration in Minnesota. That is not true in our case, where the arbitration clause states in bold print:
‘You and ITT Financial Services agree that, other than judicial foreclosures and cancellations regarding real estate security, any dispute, past,' present, or future, between us or claim by either against the other or any agent or affiliate of the other, whether related to your loan, products you purchase through ITT Financial Services, or otherwise, shall be resolved by binding arbitration in accordance with the arbitration rules of the National Arbitration Forum, Minneapolis, Minnesota, and judgment upon any award by the arbitrator may be entered in any court having jurisdiction over claims of the amount of the award. We agree that the transactions between us are in interstate commerce and this agreement shall be subject to 9 USC §1-14, as amended.”
In turn, Rule 14 of the NAF Code of Procedure mandates that “[a]ll Participatory Hearing Sessions shall be held in the Federal Judicial District where the Arbitration Agreement was executed.” Accordingly, there is nothing in the contract language under consideration to lead a reasonable consumer to believe that he or she would have to arbitrate the dispute in Minnesota.
The Patterson court also appears to have considered it important that the case was one that involved a small claim, but, because of the arbitration clause, the consumers therein would be forced to spend a minimum of $850 on a dispute over a $2,000 loan. Additionally, part of the Patterson court’s concern that the likely effect of the NAF procedures would be “to deny a borrower against whom a claim has been brought any opportunity to a hearing, much less a hearing held where the contract was signed, unless the borrower had considerable legal expertise or the money to hire a lawyer and/or prepay substantial hearing fees” may relate to the fact that absent the arbitration agreement, a proper venue for the claims involved would have been small claims court. (Emphasis added.) Id. at 1666, 18 Cal.Rptr.2d at 566. Those concerns are not present in this case, where the plaintiff initiated the action seeking substantial compensatory and punitive damages and was at all times represented by an attorney.
*484Finally, the majority’s reference to “evidence regarding the conspiracy between ITT and Blair as a fundamental reason for her entering into the loan agreement in the first place” does not support its conclusion that the'case was properly withheld from arbitration. As is apparent from the majority opinion, the unlawful act underlying the civil conspiracy claim was fraud. Moreover, according to the majority, that fraud relates to either Blair’s fraudulent inducement of Williams to contract with him for the home repairs or ITT’s “acts of making the loans to Williams and others.” There is neither evidence nor a finding by any court that ITT fraudulently induced Williams into agreeing to arbitrate her disputes, an issue separate from the fraud issue. Accordingly, those factual issues were proper subjects for arbitration, and did not provide the trial court a reason to withhold.the case from arbitration. ABM Farms, Inc. v. Woods (1998), 81 Ohio St.3d 498, 692 N.E.2d 574, syllabus; Williams v. Aetna Fin. Co. (1992), 65 Ohio St.3d 1203, 602 N.E.2d 246 (Wright, J., dissenting). Labeling acts of fraud as “unconscionable” should not support the circumventing of this court’s unanimous decision in ABM Farms.
It would be unfortunate if the breadth of today’s decision works toward the wholesale invalidation of arbitration clauses in consumer transactions — a policy decision that, if made at all, should be made by the General Assembly.
Punitive Damages
I disagree with the way that the majority analyzes the punitive damages issue, but nevertheless agree with its ultimate conclusion. As recognized by the majority, BMW of N. Am., Inc. v. Gore (1996), 517 U.S. 559, 116 S.Ct. 1589, 134 L.Ed.2d 809, sets out three guideposts for evaluating whether a punitive damages award is grossly excessive and therefore violative of due process. Those guideposts are (1) the degree of reprehensibility of the defendant’s conduct, (2) the disparity between the harm or potential harm suffered by the plaintiffs and their punitive damages award, and (3) the difference between this remedy and the civil or criminal penalties authorized or imposed in comparable cases. Id. at 574-575, 116 S.Ct. at 1598-1599, 134 L.Ed.2d at 826.
In addressing the first guidepost — the degree of reprehensibility of the defendant’s conduct — the majority cites the jury’s interrogatories and the size of the punitive damages award itself as demonstrating that ITT’s conduct was sufficiently reprehensible to justify the large punitive damages award. That reasoning could be said to be circular and begs the true question related to the first BMW guidepost — which is whether, from a legally objective standpoint, the defendant’s conduct was so reprehensible that it tends to justify the jury’s award.
While Justice Breyer’s concurrence in BMW states that a “strong presumption of validity” should attach to a punitive damages award, his concurrence does not support this majority’s analysis. Id. at 586-587, 116 S.Ct. at 1604, 134 L.Ed.2d at *485833. Justice Breyer’s concurrence specifically noted that a jury’s punitive damages award should be checked against legal standards “that provide ‘reasonable constraints’ within which ‘discretion is exercised,’ that assure ‘meaningful and adequate review by the trial court whenever a jury has fixed the punitive damages,’ and permit ‘appellate review [that] makes certain that the punitive damages are reasonable in their amount and rational in light of their purpose to punish what has occurred and to deter its repetition’ Pacific Mut. Life Ins. Co. v. Haslip (1991), 499 U.S. 1, 20-21, 111 S.Ct. 1032, 1045, 113 L.Ed.2d 1, 21-22. See also id., at 18, 111 S.Ct. at 1043, 113 L.Ed.2d at 20 (‘[U]nlimited jury discretion— or unlimited judicial discretion for that matter — in the fixing of punitive damages may invite extreme results that jar one’s constitutional sensibilities’).” Id. at 587, 116 S.Ct. at 1605, 134 L.Ed.2d at 833-834. Accordingly, it is the court’s duty to independently evaluate the jury’s award in relation to the BMW guideposts. Deference to the jury’s award does not replace the court’s independent function in reviewing whether a punitive damages award is violative of due process.
Without explanation, the majority also states that “consideration of the other two [BMW] guideposts also results in a conclusion that due process was not violated.” Thus, the majority does not explain its conclusion that a punitive damages award one hundred times the amount of actual damages bears a reasonable relationship to harm that resulted or that was likely to result from ITT’s actions. The BMW court found a fíve-hundred-to-one ratio grossly excessive and further suggested that even a thirty-five-to-one ratio would weigh in favor of finding the punitive damages award grossly excessive. Id. at 582, 116 S.Ct. at 1602, 134 L.Ed.2d at 830, fn. 35. The Haslip court concluded that a punitive damages award four times the amount of compensatory damages “might be close to the line,” but did not “cross the line into the area of constitutional impropriety.” Pacific Mut. Life Ins. Co. v. Haslip, 499 U.S. at 23-24, 111 S.Ct. at 1045, 113 L.Ed.2d at 23. And, calculating the potential harm to the victim if the tortious activity had succeeded, the court relied upon a ten-to-one ratio of punitive damages to potential harm in determining that punitive damages were not grossly excessive in TXO Production Corp. v. Alliance Resources Corp. (1993), 509 U.S. 443, 462, 113 S.Ct. 2711, 2722,125 L.Ed.2d 366, 382. Considering the federal precedent, the second BMW factor would also appear to require deeper due process analysis than is apparent from the majority opinion.
Ultimately, I agree with the majority’s conclusion that punitive damages are not so grossly excessive in this case that they violate due process. Relying on circumstances supporting the jury’s finding of a civil conspiracy and Ohio’s civil and criminal penalties for fraud, I find that this high ratio of actual damages to punitive damages passes constitutional muster. My differences with the majority in interpreting what BMW requires are purely theoretical. Nevertheless, I think it important to properly interpret the BMW guideposts as set forth by .the United *486States Supreme Court, because our interpretation may make a difference in future cases.
Moyer, C.J., concurs in the foregoing opinion.