United States Court of Appeals

Fifth Circuit

FILED

April 10, 2003

Charles R. Fulbruge III

Clerk

In the

United States Court of Appeals

for the Fifth Circuit

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m 02-60417

Summary Calendar

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HOUSEHOLD BANK,

Plaintiff-Appellee,

H&R BLOCK, INC.; H&R BLOCK EASTERN TAX SERVICES, INC.;

H&R BLOCK TAX SERVICES, INC.; BLOCK FINANCIAL CORPORATION,

Intervenor PlaintiffsAppellees,

VERSUS

PATRICIA ALLEN; ET AL.,

Defendants,

LINA C. BLACK; MILDRED BROOKS; ANNIE R. BELL;

WALLACE BROOKS; EVELYN BELL; ET AL.,

DefendantsIntervenor DefendantsAppellants.

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Appeals from the United States District Court

for the Southern District of Mississippi

m 4:00-CV-142-LN

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2

Before HIGGINBOTHAM, SMITH, and 

CLEMENT, Circuit Judges.

PER CURIAM:

*

Certain defendants appeal an order to compel arbitration of their claims against

Household Bank (“Household”) and several

H&R Block affiliates (“Block”). Reviewing

the order de novo, Primerica Life Ins. Co. v.

Brown, 304 F.3d 469, 471 (5thCir. 2002), and

finding no error, we affirm.

Defendants opted out of a settlement class

alleging various state and federal claims

against Household (or its predecessor) and

Block in connection with tax refund

anticipation loans. Household then filed this

petition, in which Block joined as intervenor,

for a declaratory judgment and order to

enforce an arbitration clause in the loan

agreements between Household and

defendants.

1

 The court entered an order to

compel arbitration, 9 U.S.C. § 4, rejecting

defendants’ claims of unconscionability.

Defendants concede that the arbitration

clauses cover their claims, but contend that the

clauses are void because of procedural unconscionability.2

 9 U.S.C. § 2 (preserving

common law grounds for “revocation of any

contract”). “Procedural unconscionability may

be proved by showing a lack of knowledge,

lack of voluntariness, inconspicuous print, the

use of complex legalistic language, disparity in

sophistication or bargaining power of the

parties and/or a lack of opportunity to study

the contract and inquire about the contract

terms.” Russell v. Performance Toyota, Inc.,

826 So. 2d 719, 725 (Miss. 2002) (quotation

marks omitted).

Yet, defendants offer mere assertions, not

evidence, to satisfy this standard. They assert

that the arbitration clause is an adhesion contract. “Adhesion contracts are not

automatically void. Instead, the party seeking

to avoid the contract generally must show it is

unconscionable.” Dillard, 961 F.2d at 1154.

They also assert that Block did not explain the

clause to them, but this unremarkable fact

cannot support a claim of procedural unconscionability. Fleetwood Enters., Inc. v. Gaskamp, 280 F.3d 1069, 1077 (5th Cir. 2002).

The arbitration clause is written in plain

English and has a conspicuous capitalized

heading and anentire capitalized paragraph acknowledging but waiving defendants’ right to

a trial. Moreover, just above the signature line

on the loan agreementsis a boldface statement

acknowledging that defendants specifically had

read the arbitration clause. In short, far from

being unconscionable, the clause is a model of * Pursuant to 5TH CIR. R. 47.5, the court has

determined that this opinion should not be published and is not precedent except under the limited

circumstances set forth in 5TH CIR. R. 47.5.4.

1 The arbitration clause states, in relevant part,

that “any claimor dispute (whether in contract, tort

or otherwise) in any way relating to the Agreements or relating to the relationships of such

parties . . . shall be resolved upon the election of

either party, by binding arbitration.”

2 Because defendants challenge only the arbitration clause, not the entire loan agreement, the

district court properly adjudicated their challenge.

Prima Paint Corp. v. Flood & Conklin Mfg. Co.,

388 U.S. 395, 403-04 (1967); Dillard v. Merrill

Lynch, Pierce, Fenner & Smith, 961 F.2d 1148,

1154 n.9 (5th Cir. 1992).
3

fair draftsmanship, better even than clauses we

have upheld against unconscionability charges

in the past. See, e.g., id. at 1071 n.2.

AFFIRMED.3

3

 Defendants also contend that the arbitration

clause is void because it lacks mutuality and unlawfully limits punitive damages. We decline to

address these arguments, because defendants did

not raise them in the district court. See Little v.

Liquid Air Corp., 37 F.3d 1069, 1071 n.1 (5thCir.

1994) (en banc).