                                                              United States Court of Appeals
                                                                       Fifth Circuit
                                                                      F I L E D
                              In the                                   April 10, 2003
         United States Court of Appeals                            Charles R. Fulbruge III
                    for the Fifth Circuit                                  Clerk
                         _______________

                           m 02-60417
                         Summary Calendar
                         _______________



                       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 Plaintiffs-
                                             Appellees,

                             VERSUS

                    PATRICIA ALLEN; ET AL.,

                                             Defendants,

       LINA C. BLACK; MILDRED BROOKS; ANNIE R. BELL;
           WALLACE BROOKS; EVELYN BELL; ET AL.,

                                             Defendants-
                                             Intervenor Defendants-
                                             Appellants.


                   _________________________

            Appeals from the United States District Court
              for the Southern District of Mississippi
                       m 4:00-CV-142-LN
                  _________________________
Before HIGGINBOTHAM, SMITH, and                             scionability.2 9 U.S.C. § 2 (preserving
CLEMENT, Circuit Judges.                                    common law grounds for “revocation of any
                                                            contract”). “Procedural unconscionability may
PER CURIAM:*                                                be proved by showing a lack of knowledge,
                                                            lack of voluntariness, inconspicuous print, the
   Certain defendants appeal an order to com-               use of complex legalistic language, disparity in
pel arbitration of their claims against                     sophistication or bargaining power of the
Household Bank (“Household”) and several                    parties and/or a lack of opportunity to study
H&R Block affiliates (“Block”). Reviewing                   the contract and inquire about the contract
the order de novo, Primerica Life Ins. Co. v.               terms.” Russell v. Performance Toyota, Inc.,
Brown, 304 F.3d 469, 471 (5th Cir. 2002), and               826 So. 2d 719, 725 (Miss. 2002) (quotation
finding no error, we affirm.                                marks omitted).

    Defendants opted out of a settlement class                 Yet, defendants offer mere assertions, not
alleging various state and federal claims                   evidence, to satisfy this standard. They assert
against Household (or its predecessor) and                  that the arbitration clause is an adhesion con-
Block in connection with tax refund                         tract.     “Adhesion contracts are not
anticipation loans. Household then filed this               automatically void. Instead, the party seeking
petition, in which Block joined as intervenor,              to avoid the contract generally must show it is
for a declaratory judgment and order to                     unconscionable.” Dillard, 961 F.2d at 1154.
enforce an arbitration clause in the loan                   They also assert that Block did not explain the
agreements between Household and                            clause to them, but this unremarkable fact
defendants. 1 The court entered an order to                 cannot support a claim of procedural uncon-
compel arbitration, 9 U.S.C. § 4, rejecting                 scionability. Fleetwood Enters., Inc. v. Gas-
defendants’ claims of unconscionability.                    kamp, 280 F.3d 1069, 1077 (5th Cir. 2002).

   Defendants concede that the arbitration                      The arbitration clause is written in plain
clauses cover their claims, but contend that the            English and has a conspicuous capitalized
clauses are void because of procedural uncon-               heading and an entire capitalized paragraph ac-
                                                            knowledging but waiving defendants’ right to
                                                            a trial. Moreover, just above the signature line
                                                            on the loan agreements is a boldface statement
                                                            acknowledging that defendants specifically had
                                                            read the arbitration clause. In short, far from
   *
     Pursuant to 5TH CIR. R. 47.5, the court has            being unconscionable, the clause is a model of
determined that this opinion should not be pub-
lished and is not precedent except under the limited
circumstances set forth in 5TH CIR. R. 47.5.4.
                                                               2
                                                                  Because defendants challenge only the arbi-
   1
     The arbitration clause states, in relevant part,       tration clause, not the entire loan agreement, the
that “any claim or dispute (whether in contract, tort       district court properly adjudicated their challenge.
or otherwise) in a ny way relating to the Agree-            Prima Paint Corp. v. Flood & Conklin Mfg. Co.,
ments or relating to the relationships of such              388 U.S. 395, 403-04 (1967); Dillard v. Merrill
parties . . . shall be resolved upon the election of        Lynch, Pierce, Fenner & Smith, 961 F.2d 1148,
either party, by binding arbitration.”                      1154 n.9 (5th Cir. 1992).

                                                        2
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 un-
lawfully 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 (5th Cir.
1994) (en banc).

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