Walther v. Sovereign Bank

BELL, Chief Judge,

dissenting in which GREENE, J., joins.

In this case, the majority holds that the arbitration clause1 contained in the “Direct Loan Note & Truth in Lending

*451Disclosure,” executed by David G. Walther and his wife, the petitioners, in favor of Sovereign Bank, the respondent, as a requirement for obtaining the secondary mortgage loan they sought from the respondent, is not unconscionable and, thus, is fully enforceable. Although the arbitration clause provided that “any claim, dispute or controversy arising from or relating to this agreement or the relationships which result from this agreement, including the validity of this arbitration clause, or the entire agreement, shall be resolved by binding arbitration by and under the Code of Procedure of the National Arbitration Forum in effect at the time,” and that, by signing it, the parties waived adjudication by class action, consolidated class proceedings or trial by jury, it purported to reserve to “any party” the right:

“to 1) foreclose against real or personal property or other security by an exercised power of sale under a security instrument or applicable law. 2) exercise self-help remedies, or 3) obtain provisional or ancillary remedies with regard to such securities, including without limitation, injunctive relief, sequestration, attachment, garnishment, or the appointment of a receiver from a Court having competent jurisdiction before, during or after the pendency of any arbitration.”

Emphasizing the favorable status of agreements to arbitrate, 386 Md. at 423-25, 872 A.2d at 742-M3, quoting Cheek v. *452United Healthcare of the Mid-Atlantic, Inc., 378 Md. 139, 146, 835 A.2d 656, 660 (2003) and referencing the Maryland Uniform Arbitration Act, Maryland Code (1974, 2002 Repl. Vol.) §§ 3-201, et seq. of the Courts and Judicial Proceedings Article, the majority rejects each of the petitioners’ unconscionability arguments. The petitioners’ arguments, in that regard, are premised on the loan documents, including the disclosure containing the arbitration clause, being a contract of adhesion, thus, affording the petitioners no meaningful choice,2 *453and the arbitration clause being “unreasonably favorable to the lender”3 and requiring “excessive fees to have their claims heard.”

I disagree with the majority. Although there is merit in the petitioners’ arguments with respect to, at least the class action and the jury trial waivers, the lack of mutuality of the contract is so glaring as to be, by itself, more than sufficient to require reversal of the judgment of the Court of Special Appeals. Accordingly, I dissent.

As a threshold matter, I want to make clear that the arbitration clause purports to be fully bilateral, that is, fully applicable to all parties. Thus, the arbitration requirement is addressed to “[t]he parties.” The exception for foreclosure actions, and the like, applies to “any party.” And the waiver of class action proceedings and jury trial references “the parties.” That said, it is clear that the arbitration clause is not bilateral, at all. Only the lender has retained a security interest in property, real or personal, and, thus, as the majority acknowledges, at least implicitly, 386 Md. at 432-34, 872 A.2d at 747-48, only it will ever have need of the exceptions reserved for security holders. Similarly, only the debtor is likely to be interested in proceeding by way of class action *454proceedings because he or she may have to resort to them due to the small amount of damages to which he or she may be entitled from the lender. See Ting v. AT&T, 319 F.3d 1126, 1150 (9th Cir.2003), in which the court explained:

“ ‘Although styled as a mutual prohibition on representative or class actions, it is difficult to envision the circumstances under which the provision might negatively impact [defendant] Discover [Card], because credit card companies typically do not sue their customers in class-action lawsuits.’ ”

(Quoting Szetela v. Discover Bank, 97 Cal.App.4th 1094, 1101, 118 Cal.Rptr.2d 862, 867 (2002)).

The majority opines, with respect to the petitioners’ lack of mutuality argument, that the lender is given, by the arbitration clause, an option that they are not, that “[m]utuality ... does not require an exactly even exchange of identical rights and obligations between the two contracting parties before a contract will be deemed valid.’ ” 386 Md. at 432-33, 872 A.2d at 747-48. For that proposition, it cites Harford County v. Town of Bel Air, 348 Md. 363, 704 A.2d 421 (1998). In that case, in which the enforcement of an agreement to arbitrate was not at issue, the Court stated a well settled, not novel rule of contract law: “ ‘Courts of Law ... will not inquire into the adequacy of the value exacted for the promise so long as it has some value.’ ” Id. at 383, 704 A.2d at 431, quoting Blumenthal v. Heron, 261 Md. 234, 242, 274 A.2d 636, 640 (1971). The contract at issue in Harford County v. Town of Bel Air was not a contract of adhesion. Rather it was between the County and the City, both represented by counsel, and the matter the court was asked to resolve was whether the County could breach that contract, entered into in the performance of a governmental function if dictated by the public good. 348 Md. at 366, 704 A.2d at 423. It is obvious, therefore, that what was not at issue in Harford County v. Town of Bel Air was the remedy envisioned by the contract. Nor was a contract of adhesion involved in that case. That case is simply not apposite. We rejected the County’s argument, stating:

“While it may be that the County’s full expectations under the agreement have not been met, ‘no party has a right to *455rescind or modify a contract merely because he finds, in light of changed conditions, that he has made a bad deal.’ ”

Id. at 384, 704 A.2d at 431.

There is a distinction between “mutuality of obligation” and “mutuality of remedy,” Northcom, Ltd. v. James, 694 So.2d 1329, 1334 (Ala.1997), and, more to the point, they may have different impacts on the enforceability of an arbitration agreement. In Northcom, Ltd. v. James, the contract for the sale of radio stations contained an arbitration agreement, which required the sellers to arbitrate disputes, and a covenant not to compete, which gave the purchasers a judicial remedy for damages or injunctive relief in the event of its breach by the sellers. Id. at 1331-32. The court stated the issues as being “whether the arbitration clause in the contract between the parties applies to their present dispute and whether the arbitration clause is unenforceable for lack of mutuality.” Id. at 1330. As a preliminary matter, the court noted:

“The questions of mutuality of obligation and mutuality of remedy are analytically distinct, but in the case of arbitration contracts they come to the same result. Generally, if there is no mutuality of obligation, there is no consideration flowing in one direction and thus there is no contract. All the cases we have seen on mutuality of remedy pertain to the remedy of specific performance, and the rule most broadly stated is that if there is no mutuality of remedy, the contract cannot be specifically enforced. If a pre-dispute arbitration agreement cannot be specifically enforced, it effectively is no contract, so a lack of mutuality of remedy is tantamount to a lack of mutuality of obligation.”

Id. at 1334.

As to the mutuality of obligation question, noting that consideration for the contract as a whole, flowed from each party to the other, the court declined to invalidate the arbitration clause on that basis: “[t]he arbitration clause is not a separate contract that must be independently supported by consideration; it is simply one provision in a larger contract.” Id. at 1336.

*456Turning to mutuality of remedy, the court reviewed its earlier exposition of the doctrine “that a party to a contract may not obtain specific performance of the other party’s obligation under the contract if the party seeking specific performance cannot be compelled to specifically perform,” id., quoting General Securities Corp. v. Welton, 223 Ala. 299, 135 So. 329, 334-35 (1931), and various authorities on contracts. It held:

“in a case involving a contract of adhesion, if it is not shown that the party in an inferior bargaining position had a meaningful choice of agreeing to arbitration or not, and if the superior party has reserved to itself the choice of arbitration or litigation, a court may deny the superior party’s motion to compel arbitration based on the doctrines of mutuality of remedy and unconscionability.”

Id. at 1338. Significantly, the court explained that:

“The element of unconscionability in the context of an arbitration clause is supplied by the fact that, by agreeing to arbitrate, a party waives his right to ‘a remedy by due process of law,’ Ala. Const.1901, § 13, and his ‘right of trial by jury,’ Ala. Const.1901, § 11, and U.S. Const. Amend. VII. To allow such a waiver in an adhesion contract without a showing that it was voluntarily made might well be unconscionable. Moreover, a court in this state that is asked to enforce an arbitration clause is asked to rule contrary to the prohibition in Section 10 of our Constitution ‘That no person shall be barred from prosecuting or defending before any tribunal in this state, by himself or counsel, any civil cause to which he is a party,’ Ala. Const.1901, § 10.”

Id. at 1338-39. Because there was no showing that the contract was one of adhesion, even though the remedies reserved were non-mutual, the court concluded that the contract was not unconscionable. Id. at 1339.

The majority cites a case that is quite relevant, although not simply for the proposition for which the majority cited it. Cheek v. United Healthcare, supra, 378 Md. 139, 835 A.2d 656, *457was cited for two unremarkable propositions, that “[t]he determination of whether there is an agreement to arbitrate ... depends on contract principles since arbitration is a matter of contract” and “[t]o be binding and enforceable, contracts ordinarily require consideration.” Id. at 147, 835 A.2d at 661, citing Harford County v. Bel Air, supra, 348 Md. at 381-82, 704 A.2d at 430. While alluded to briefly, the real value of Cheek to this case was not really explored. As the majority noted, the Court, in that case, held invalid and unenforceable, as illusory, an arbitration clause in an employment contract that reserved to the employer “the right to alter, amend, modify, or revoke the [arbitration] Policy at its sole and absolute discretion at any time with or without notice.” Id. at 142-43, 835 A.2d at 658. Cheek made a number of arguments as to why the arbitration policy in that case should be declared invalid, including the one that we adopted, that the employer’s promise to arbitrate was “illusory.” 4 Id. at 145, 835 A.2d at 660. On the other hand, the employer contended that it and Cheek “entered into a valid and enforceable arbitration agreement,” supported by “mutuality of obligation”, its promise of *458employment and to submit to arbitration “all employment related disputes which are based on a legal claim” for, inter alia, Cheek’s promise to abide by the arbitration policy. The reserved right to modify the arbitration policy, it maintained, did not impact “the issue of mutuality.” Id.

We rejected the employer’s arguments and, although the employer, in that case, had initiated the arbitration proceedings, held that the arbitration policy was unenforceable. We explained:

“A promise becomes consideration for another promise only when it constitutes a binding obligation. Without a binding obligation, sufficient consideration does not exist to support a legally enforceable agreement. See Tyler v. Capitol Indemnity Ins. Co., 206 Md. 129, 134, 110 A.2d 528, 530 (1955)(recognizing that “ ‘If [an] option goes so far as to render illusory the promise of the party given the option, there is indeed no sufficient consideration, and therefore no contract ....’”) (quoting 1 Williston on Contracts, Sec. 141 (Rev. Ed.)). See also Restatement of Contracts 2d §§ 77 cmt. a (1981) (‘Where the apparent assurance of performance is illusory, it is not consideration for a return promise.’); 2 Arthur L. Corbin, Corbin on Contracts §§ 5.28 (2003)(explaining that ‘an illusory promise is neither enforceable against the one making it, nor is it operative as a consideration for a return promise,’ and that ‘if there is no other consideration for a return promise, the result is that no contract is created.’).
“An ‘illusory promise’ appears to be a promise, but it does not actually bind or obligate the promisor to anything. An illusory promise is composed of ‘words in a promissory form that promise nothing.’ Corbin on Contracts §§ 5.28 (2003). ‘They do not purport to put any limitation on the freedom of the alleged promisor. If A makes an illusory promise, A’s words leave A’s future action subject to A’s own future whim, just as it would have been had A said nothing at all.’ Id. Similarly, the Restatement of Contracts explains that ‘[w]ords of promise which by their terms make performance entirely optional -with the “promisor” whatever may happen, *459or whatever course of conduct in other respects he may pursue, do not constitute a promise.’ Restatement of Contracts 2d §§ 2 cmt. e. Likewise, ‘the promise is too indefinite for legal enforcement is the promise where the promisor retains an unlimited right to decide later the nature or extent of his performance. The unlimited choice in effect destroys the promise and makes it merely illusory.’ 1 Samuel Williston, Contracts, §§ 4:24 (4th Ed. 1990).”

Cheek v. United Healthcare, 378 Md. at 148-9, 835 A.2d at 661-62.

Although it does not carve out expressly an exception for itself alone, as was done in Iwen v. U.S. West Direct, 293 Mont. 512, 977 P.2d 989, 993 (1999),5 the arbitration clause with which we are concerned in this case falls within this construct. With the right to access the court for the foreclosure remedy, which, as a practical purpose, has significance only to it, certainly not the petitioners, who do not have any of the lender’s property as security, the respondent’s “access to the courts is wholly preserved in every conceivable situation where [it] would want to secure judicial relief against [the petitioners].” Arnold v. United Companies Lending Corporation, 204 W.Va. 229, 511 S.E.2d 854, 861 (1998). Thus, al*460though the effect may be a bit more subtle than the arbitration policy in Cheek v. United Healthcare, it is clear that the respondent has an option comparable to that the employer retained in that case. Exercisable at its sole discretion, without the petitioners’ consent and at any time, the respondent is free to choose either an arbitration option or a judicial one, while, at the same time, the petitioners are limited to only the arbitration option, having, for all intents and purposes and in fact, waived all of their judicial rights.6

*461The situation confronting the West Virginia Supreme Court of Appeals in Arnold, supra, was quite similar. There, an elderly couple was solicited by a loan broker, who offered to arrange a loan. The loan was procured and as a part of the loan transaction, the borrowers signed an arbitration agreement. Like the arbitration agreement in this case, it provided that “all ... controversies ... relating to the extension of credit (the loan) by the Lender to Borrower . .. including ... the validity and construction of this arbitration provision shall be resolved solely and exclusively by arbitration.” Also like the clause sub judice, it made an exception for “foreclosure proceedings ..., proceedings pursuant to which Lender seeks a deficiency judgment, or any comparable procedures allowed under applicable law pursuant to which a lien holder may acquire title to the Property which is security for this loan and any related personal property ... upon default by the Borrower under the mortgage loan documents,” as well as for:

“The Lender’s right to submit and to pursue in a court of law any actions related to the collection of the debt ... or ... an application by or on behalf of the Borrower for relief under the federal bankruptcy laws of [sic] any other similar laws of general application for the relief of debtors.”

511 S.E.2d at 858. The court held that “where an arbitration agreement entered into as part of a consumer loan transaction contains a waiver of the borrower’s rights, including access to the courts, while preserving the lender’s right to a judicial forum, the agreement is unconscionable and, therefore, void and unenforceable as a matter of law.” Id. at 862. This was because, the court explained,

*462“Like the ‘rabbits and foxes situation,’[7] ... the wholesale waiver of the Arnolds’ rights together with the complete preservation of United Lending’s rights ‘is inherently inequitable and unconscionable because in a way it nullifies all the other provisions of the contract.’ ”

Id. at 861-62, quoting Board of Educ. of Berkeley County v. W. Harley Miller, Inc., 160 W.Va. 473, 236 S.E.2d 439, 443 (1977).

Acorn v. Household International, Inc. is, on this point, to the same effect. There, as part of loan transactions, debtors signed arbitration agreements, pursuant to which they, and purportedly the lender, agreed to arbitrate, without resort to class actions or joinder or consolidation of claims, “any claim, dispute, or controversy ... including initial claims, counterclaims and third party claims, arising from or relating to this Agreement or the relationships which result from this Agreement.” The arbitration agreement, however, contained an exception:

“No provision of, nor the exercise of any rights under Arbitration Rider shall limit the right of any party during the pendency of any Claim, to seek and use ancillary or preliminary remedies, judicial or otherwise, for the purposes of realizing upon, preserving, protecting or foreclosing upon *463any property involved in any Claim or subject to the loan documents.”

211 F.Supp.2d at 1162. The debtors argued that the exception for foreclosure, among other provisions,8 rendered the arbitration agreement “excessively one-sided and substantively unconscionable.” Id. at 1170. The court agreed, finding dispositive, Flores v. Transamerica HomeFirst, Inc., 93 Cal.App.4th 846, 850, 855, 113 Cal.Rptr.2d 376, 379, 383 (2001), in which an arbitration agreement that excluded the lender’s ‘right to foreclose against the Property’, from its scope, was held to be substantively unconscionable:

“As a practical matter, by reserving to itself the remedy of foreclosure, HomeFirst has assured the availability of the only remedy it is likely to need.... The clear implication is that HomeFirst has attempted to maximize its advantage by avoiding arbitration of its own claims.”

Id. at 1172-73. See also Williams v. Aetna Finance Company, 83 Ohio St.3d 464, 700 N.E.2d 859, 863 (1998) (arbitration clause covered all disputes “other than judicial foreclosures and cancellations regarding real estate security”).

An arbitration agreement that applies to both parties yet may contain provisions that are so inordinately one-sided, as to lack sufficient mutuality for enforcement. Such is the case with the class action waiver provision in this case. As indicated, the clause is facially neutral. Nevertheless, it is the actual effect of the provision, not its facial neutrality, that determines whether it is sufficiently bilateral. Leonard v. Terminix International Company, L.P., 854 So.2d 529, 538 (Ala.2002); Szetela v. Discover Bank, 97 Cal.App.4th 1094, 1100, 118 Cal.Rptr.2d 862, 867 (2002); Ingle v. Circuit City Stores, Inc., 328 F.3d 1165, 1179 (9th Cir.2003); Ting v. AT&T, 319 F.3d at 1150; Acorn, 211 F. supp.2d at 1169 (“Whether an arbitration agreement is sufficiently bilateral is determined by an examination of the actual effects of the challenged provisions”). See *464State ex rel Dunlap v. Berger, 211 W.Va. 549, 567 S.E.2d 265, 279-80 (2002) (class action and punitive damages). See also D.R. Horton, Inc. v. Green, 96 P.3d 1159, 1165 (Nev.2004) (provision assessed liquidated damages only on homebuyer for foregoing arbitration and it was not conspicuous).

Szetela is illustrative and instructive. The arbitration clause at issue in that case provided, as relevant:

“Arbitration. We Are Adding a New Section to Read as Follows:
“Arbitration of Disputes. In the event of any past, present or future claim or dispute (whether based upon contract, tort, statute, common law or equity) between you and us arising from or relating to your Account, any prior account you have had with us, your application, the relationships which result from your Account or the enforceability or scope of this arbitration provision, of the Agreement or of any prior agreement, you or we may elect to resolve the claim or dispute by binding arbitration.
“If Either You or We Elect Arbitration, Neither You Nor We Shall Have the Right to Litigate That Claim in Court or to Have a Jury Trial on That Claim. Pre-Hearing Discovery Rights and Post-Hearing Appeal Rights Will Be Limited. Neither You Nor We Shall Be Entitled to Join or Consolidate Claims in Arbitration by or Against Other Cardmembers with Respect to Other Accounts, or Arbitrate Any Claims as a Representative or Member of a Class or in a Private Attorney General Capacity. Even if all parties have opted to litigate a claim in court, you or we may elect arbitration with respect to any claim made by a new party or any new claims later asserted in that lawsuit, and nothing undertaken therein shall constitute a waiver of any rights under this arbitration provision.”

Id. at 1096-97, 118 Cal.Rptr.2d at 864. Characterizing the one-sidedness of the no class action provision as “manifest” and “blindingly obvious,” id. at 1100-1101, 118 Cal.Rptr.2d at 867, the court found it to be unconscionable. It first rejected the facial neutrality of the provision:

*465“Although styled as a mutual prohibition on representative or class actions, it is difficult to envision the circumstances under which the provision might negatively impact Discover, because credit card companies typically do not sue their customers in class action lawsuits.”

Id. at 1101, 118 Cal.Rptr.2d at 867. Then, pointing out that one of the policy reasons for class actions is to promote judicial economy in appropriate cases, id. at 1101-02, 118 Cal.Rptr.2d at 868, it addressed the real reason for the no class action requirement:

“This provision is clearly meant to prevent customers, such as Szetela and those he seeks to represent, from seeking redress for relatively small amounts of money, such as the $29 sought by Szetela. Fully aware that few customers will go to the time and trouble of suing in small claims court, Discover has instead sought to create for itself virtual immunity from class or representative actions despite their potential merit, while suffering no similar detriment to its own rights.”

Id. at 1101, 118 Cal.Rptr.2d at 867. Apropos this case, the court concluded:

“It is the manner of arbitration, specifically, prohibiting class or representative actions, we take exception to here. The clause is not only harsh and unfair to Discover customers who might be owed a relatively small sum of money, but it also serves as a disincentive for Discover to avoid the type of conduct that might lead to class action litigation in the first place. By imposing this clause on its customers, Discover has essentially granted itself a license to push the boundaries of good business practices to their furthest limits, fully aware that relatively few, if any, customers will seek legal remedies, and that any remedies obtained will only pertain to that single customer without collateral estoppel effect. The potential for millions of customers to be overcharged small amounts without an effective method of *466redress cannot be ignored. Therefore, the provision violates fundamental notions of fairness.”

Id.

Aware of these opinions, the majority criticizes them as giving “short shrift” to the “strong policy, made clear in both federal and Maryland law, that favors the enforcement of arbitration provisions.” 386 Md. at 438-39, 872 A.2d at 751. That agreements to arbitrate are favored is well settled. What the majority and the cases that give “short shrift” to the arguments on the other side of the issue miss is that arbitration is not the only dispute resolution mechanism that is favored. Access to the courts is a fundamental right in Maryland, as reflected by the fact that the concept is embodied in Article 19 of the Maryland Declaration of Rights.9 See State ex rel Dunlap v. Berger, supra, 567 S.E.2d at 279 (“The consumer signed a contract of adhesion containing provisions that would bar him from utilizing two remedies — punitive damages and class action relief — that are essential to the enforcement and effective vindication of the public purposes and protections [ ] underlying the law.”).

I believe in alternate dispute mechanisms. They must be appropriate and fair, however. That is a sentiment that is increasingly, I hope, being expressed and reflected, not simply' in court decisions, but in policy directives from the professionals, such as Judicial Arbitration and Mediation Services, in the field.10 But alternate dispute resolution agreements, I fear, *467likely will be neither appropriate nor fair, where, via a contract of adhesion, “agreements” are obtained which are manifestly one-sided in favor of the drafter of the agreement.

I dissent. Judge GREENE joins in the views herein expressed.

. It provided:

“BINDING ARBITRATION. The parties agree that any claim, dispute or controversy arising from or relating to this agreement or the relationships which result from this agreement, including the validity of this arbitration clause, or the entire agreement, shall be resolved by binding arbitration by and under the Code of Procedure of the National Arbitration Forum in effect at the time this claim is filed. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16. Judgment upon the award may be entered in any court having jurisdiction. Nothing in this agreement shall be construed to limit the right of any party to 1) foreclose against real or personal

*451property or other security by an exercised power of sale under a security instrument or applicable law, 2) exercise self-help remedies, or 3) obtain provisional or ancillary remedies with regard to such securities, including without limitation, injunctive relief, sequestration, attachment, garnishment, or the appointment of a receiver from a Court having competent jurisdiction before, during or after the pendency of any arbitration. The pursuit of any such remedy shall not constitute a waiver of the right of any party to have all other claims or disputes resolved by arbitration. The parties agree that any dispute subject to arbitration shall not be adjudicated as a class action or consolidated class proceeding. By signing this agreement, the parties acknowledge that they had a right or opportunity to litigate disputes through a court, but that they preferred to resolve any disputes through arbitration. The parties acknowledge that they are waiving their right to jury trial by consenting to binding arbitration."

. The majority assumes, arguendo, that the contract between the petitioners and the respondent is a contract of adhesion, but noted that the petitioners had not alleged that "the principal benefit they sought from [the lender] ... — a secondary mortgage loan — was not reasonably available to them from other sources.”

I have not the slightest doubt that the loan contract is one of adhesion, i.e., a contract, usually prepared in printed form, "drafted unilaterally by the dominant party and then presented on a ‘take-it-or-leave-it’ basis to the weaker party who has no real opportunity to bargain about its terms.” Restatement (Second) of Conflict of Laws §§ 187, Comment b. See Meyer v. State Farm Fire and Cas. Co., 85 Md.App. 83, 89, 582 A.2d 275, 278 (1990); Armendariz v. Found. Health Psychcare Servs., 24 Cal.4th 83, 99 Cal.Rptr.2d 745, 6 P.3d 669, 689 (2000), quoting Neal v. State Farm Ins. Companies, 188 Cal.App.2d 690, 694, 10 Cal.Rptr. 781 (1961) (contract of adhesion is a "standardized contract, which, imposed and drafted by the party of superior bargaining strength, relegates to the subscribing party only the opportunity to adhere to the contract or reject it”); Iwen v. V.S. West Direct, 293 Mont. 512, 977 P.2d 989, 995 (1999), quoting Passage v. Prudential-Bache Securities, Inc., 223 Mont. 60, 727 P.2d 1298, 1301 (1986) ("contracts of adhesion 'arise when a standardized form of agreement, usually drafted by the party having the superior bargaining power, is presented to a party, whose choice is either to accept or reject the contract without the opportunity to negotiate its terms’ "); Lackey v. Green Tree Financial Corp., 330 S.C. 388, 498 S.E.2d 898, 901 (1998).

It has been held that contracts of adhesion are procedurally unconscionable. Circuit City Stores, Inc. v. Adams, 279 F.3d 889, 893 (9th Cir.2002) ("The [arbitration agreement] is procedurally unconscionable because it is a contract of adhesion."); Flores v. Transamerica Home-First, Inc., 93 Cal.App.4th 846, 853, 113 Cal.Rptr.2d 376, 382 (2001) ("A finding of a contract of adhesion is essentially a finding of procedural unconscionability"); Acorn v. Household Intern., Inc. 211 F.Supp.2d 1160, 1168 (N.D.Cal.,2002). But, as the majority correctly points out, 386 Md. at 429-30, 872 A.2d at 746, this does not end the analysis, State ex rel Dunlap v. Berger, 211 W.Va. 549, 567 S.E.2d 265, 273 (2002); American Food Management, Inc. v. Henson, 105 Ill.App.3d 141, 61 Ill.Dec. 122, 434 N.E.2d 59, 62-63 (1982). Upon finding that a contract is adhesive, the court is required then to determine whether *453"other factors are present which, under established legal rules — legislative or judicial — operate to render it [unenforceable].” See Armendariz, 99 Cal.Rptr.2d 745, 6 P.3d at 689, quoting Graham v. Scissor—Tail, Inc., 28 Cal.3d 807, 171 Cal.Rptr. 604, 623 P.2d 165, 173 (1981). While there is authority for the alternative sources proviso the majority interjects, see e.g. Med Center Cars, Inc. v. Smith, 727 So.2d 9, 15 (Ala. 1998), the better reasoned view is to the contrary. Armendariz, 99 Cal.Rptr.2d 745, 6 P.3d at 675; Szetela v. Discover Bank, 97 Cal.App.4th 1094, 1100, 118 Cal.Rptr.2d 862, 867 (2002).

. More particularly, the petitioners maintain that the contract is overly one-sided, providing no mutuality of remedy: they are required to arbitrate all disputes under the contract, while the lender reserved the right to seek a judicial remedy in several situations. The contract favors the lender also, they contend, because it denies them the right to proceed by way of a class action. Additionally, the petitioners complain of the jury trial waiver effected by the arbitration clause. Finally, they say that the failure of the lender to disclose the fees associated with the arbitration process “effectively concealed the significance” of the arbitration election and, thus, of the arbitration clause.

. In Floss v. Ryan's Family Steak Houses, Inc., 211 F.3d 306 (6th Cir.2000), the employee signed as a condition of employment an arbitration agreement with an arbitration service provider, which in addition to complete discretion as to the rules of arbitration, reserved to the arbitration services provider "the unlimited right to modify the rules without the employee's consent.” Id. at 310. Noting that "a promise may in effect promise nothing at all,” as when “a promisor retains the right to decide whether or not to perform the promised act,” id at 315, the court ruled:

"[the arbitration services provider's right to choose the nature of its performance renders its promise illusory. As Professor Williston has explained:
'Where a promisor retains an unlimited right to decide later the nature or extent of his performance, the promise is too indefinite for legal enforcement. The unlimited choice in effect destroys the promise and makes it merely illusory. 1 SAMUEL WILLISTON, CONTRACTS §§ 43, at 140 (3d ed. 1957). EDSI’s illusory promise does not create a binding obligation. The purported arbitration agreement therefore lacks a mutuality of obligation. Without a mutuality of obligation, the agreement lacks consideration and, accordingly, does not constitute an enforceable arbitration agreement.’ ”

Id. at 316.

. The arbitration clause found unconscionable in Iwen v. U.S. West Direct, 293 Mont. 512, 977 P.2d 989 (1999), as pertinent, provided:

“ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, other than an action by Publisher for the collection of the amounts due under this Agreement, shall be settled by final, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association

Id. at 993. Explaining why the arbitration clause was unconscionable, the Supreme Court of Montana opined:

“Drafted as such, the weaker bargaining party has no choice but to settle all claims arising out of the contract through final and binding arbitration, whereas the more powerful bargaining party and drafter has the unilateral right to settle a dispute for collection of fees pursuant to the agreement in a court of law. As a practical matter, it is arguable that the primary reason U.S. West Direct would seek a remedy against Iwen, or any other advertiser for that matter, is if the advertiser refused to pay his or her advertising bill.”

Id. at 995.

. Arbitration is an alternative dispute resolution method and forum. It is not the primary method or forum, that status belongs to the courts. To be sure, arbitration enjoys a favored status, but that has meaning in a given case only after the parties have elected that mode of dispute resolution. Unless and until the parties have agreed to arbitrate their dispute, the only and, therefore, favored, dispute resolution mechanism is litigation in court. Once elected by the parties, arbitration substitutes for the court to resolve the dispute in that particular case; it does not supplement the court, except to the extent that the parties agree that it does.

It is clear, therefore, that, for there to be arbitration of a dispute, the parties to that dispute must have elected that mode of dispute resolu- ' tion, must have agreed to arbitrate. But because no party is required to enter into an agreement to arbitrate, no party is required to arbitrate a dispute. Certainly, a party cannot be made to initiate an arbitration agreement, negotiate for an arbitration clause or include such a clause in that party's pre-printed form contracts.

The respondent fully understood, as its form contract attests, these principles of arbitration practice. Nevertheless, the majority purports to reserve a principle purely antithetical to arbitration, whether arbitration can be agreed to in connection with a remedy that only a court can give. Thus, it says:

"We need not decide in this case whether, in a situation where (1) one party to an agreement containing a valid arbitration clause reserves the right to seek a judicial remedy that only a court can provide, such as foreclosure or a mechanic's lien, (2) the party opts for that remedy, (3) a contract defense is asserted by the other party to liability, and (4) that party demands arbitration of the dispute, the court, on motion and pursuant to Maryland Code, §§ 3-207 and 3-209 of the Courts and Judicial Proceedings Article or the counterpart provisions in the Federal Arbitration Act, would be required to stay the judicial proceeding and direct that dispute to be resolved in arbitration. That issue is not presently before us.”

386 Md. at 449-50 n. 13, 872 A.2d at 757-58 n. 13.

In my view, and apparently that of the respondent, who did not ask the Court to do so, there is nothing to reserve. Either arbitration was validly elected or it was not. In the case of the former, all disputes were arbitrable except those purportedly reserved. What was purport*461edly reserved was the respondent's right to bring a foreclosure action in court. The parties simply did not agree that arbitration would apply except where only the court could provide a remedy. The respondent need not have introduced the subject of arbitration at all and it certainly need not have required that all disputes be arbitrated. Having done so, the respondent cannot be heard to complain when the clause is enforced as written. Thus, the majority, in addition to all else, is rewriting the contract in favor of the respondent.

. The reference is to a discussion, In Board of Educ. of Berkeley County v. W. Harley Miller, Inc., 160 W.Va. 473, 236 S.E.2d 439, 443 (1977), about a similar contract involving an arbitration clause, which the court in Arnold v. United Companies Lending Corporation, 204 W.Va. 229, 511 S.E.2d 854, 861 (1998), said "caricatured ... the contract between the rabbits and foxes." The flavor of the Court's caricature is captured in the following paragraph:

"The basic problem in all arbitration cases could probably best be explained not in terms of legal characterizations such as "conditions precedent,” 'ousting courts of their jurisdiction,' or ‘revocability,’ but rather by a hypothetical case in the tradition of the ancient fableist Aesop. Let us assume for a minute that for some reason all the rabbits and all the foxes decided to enter into a contract for mutual security, one provision of which were that any disputes arising out of the contract would be arbitrated by a panel of foxes. Somehow that shocks our consciences, and it doesn’t help the rabbits very much either.”

. The other provisions were the class action waiver provision and a provision requiring that any arbitration award be kept confidential.

. MD Constitution, Declaration of Rights, Alt. 19 provides:

"That every man, for any injury done to him in his person or property, ought to have remedy by the course of the Law of the Land, and ought to have justice and right, freely without sale, fully without any denial, and speedily without delay, according to the Law of the Land.”

. The Washington Post carried an article concerning the decision of one of the nation's largest arbitration firms, Judicial Arbitration and Mediation Services (JAMS), to no longer enforce contracts that "bar consumers and employees from bringing class-action cases before its neutral arbitrators.” Caroline E. Mayer, Arbitration Group Backs Class Actions; Firm Won’t Enforce Bans in Contracts, Wash. Post, Nov. 25, *4672004, al E4. JAMS determined that “the class action restriction ‘is an unfair restriction on the rights of the individual consumer.’ ”