In this declaratory judgment action, appellants, the Administrators of the Estate of John Leboutillier Bishop (Administrators), requested the trial court to determine whether the Estate was entitled to receive payment up to the limit of liability coverage for bodily injury under each of two *390 automobile insurance policies issued by Nationwide Insurance Company (Nationwide) despite the clear language contained in exclusionary clauses in each of the policies which prohibited double recovery. Appellants contend that the $25,000 liability coverage limit under one policy should be “stacked” upon the $25,000 liability coverage limit under the second policy, thereby obligating Nationwide to pay a total of $50,000 for injuries sustained by the Administrators’ decedent.
The Administrators and Nationwide filed Cross Motions for Summary Judgment based upon the pleadings, the insurance policies and Nationwide’s Answers to Interrogatories. The trial court denied the Administrators’ motion and granted Nationwide’s motion, holding that Nationwide was only obligated to pay the Administrators the limit of liability coverage for loss due to bodily injury under
one
policy of insurance. We granted en banc review to consider the application of this Court’s decision in
Hionis v. Northern Mutual Insurance Co.,
The principles governing an order entering summary judgment, and an appeal therefrom, are well settled. Summary judgment will be granted only “if the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Pa.R.C.P. 1035(b). The trial court must accept as true all well-pleaded facts, resolving any doubts regarding the existence of a genuine issue of material fact against the moving party.
Carrollo v. Forty-Eight Insulation, Inc.,
The undisputed facts as they appear from the record in this case are as follows. Appellants’ decedent, John L. *391 Bishop, died from injuries he sustained on December 15, 1974, when his Volkswagen was struck from the rear by a bus driven by Walter Washington (Washington) and owned by the First Baptist Church of Coatesville. At the time of the accident, Washington was the owner of an automobile and a truck. Both of Washington’s vehicles were insured by Nationwide under separate, but identical policies. The policy terms provided, inter alia, liability coverage for property damage and bodily injury in the event that the insured was involved in an accident while driving a “non-owned” motor vehicle. Liability coverage for bodily injury under each policy was limited to $25,000 per person. In addition, the policies included an “other insurance” provision which stated, in pertinent part:
For losses involving the use of other motor vehicles, we will pay the insured loss not covered by other insurance. If Property Damage or Bodily Injury Liability coverage in more than one policy applies to a loss, we will pay only up to the highest limit in any one policy. (Emphasis added)
This provision was listed in the policy under the general heading of “Limits of Payment”.
The bus involved in this accident was covered by an insurance policy issued to First Baptist Church of Coatesville by General Accident Group. Following settlement negotiations, General Accident Group paid the Administrators $50,000 — the limit of liability coverage under their policy. The Administrators then demanded a total payment of $50,000 from Nationwide on the ground that Nationwide was liable for $25,000 under the policy issued on Washington’s car and an additional $25,000 under the policy issued on Washington’s truck.
Nationwide paid $25,000 to the Administrators under the terms of one policy, but refused to pay an additional $25,000 under the second policy. The Administrators filed this declaratory judgment action to recover the additional $25,-000. Nationwide maintains that it is only liable for the highest coverage limit in any one policy pursuant to the *392 express limitation contained in the “other insurance” provision.
The parties to this appeal agree that appellant’s damages would be in excess of $100,000, if the case were tried. We point out, however, that a General Release was executed by the Administrators and filed in the court below on July 2, 1980. That document provides:
[The Administrators] for and in consideration of TWENTY-FIVE THOUSAND (25,000.00) DOLLARS payable immediately and the additional sum of TWENTY-FIVE THOUSAND ($25,000.00) DOLLARS if a court of competent jurisdiction shall determine that the defendant, WALTER WASHINGTON’S limit of liability shall be a combined total of $50,000.00/$100,000.00 because of insuring two separate vehicles with Nationwide ... do hereby remise, release and discharge, WALTER WASHINGTON ... from all and all manner of actions and causes of action, suits, debts ... judgments, claims and demands whatsoever in law or equity, especially to No. 47 July Term, 1975, in the Court of Common Pleas of Chester County, regarding an automobile accident which occurred on December 15, 1974 in the Borough of Kennett Square, Chester County, Pennsylvania ...
Thus, Washington will not be held individually liable for any additional losses involved herein, regardless of our decision in the instant case. 1
On the parties’ Cross Motions for Summary Judgment, the Court of Common Pleas of Chester County determined that the limitation contained in both insurance policies was clearly and simply stated and should be accorded its plain and ordinary meaning. Consequently, the court refused to allow “stacking” of coverage under the second policy upon coverage provided under the first policy.
Appellant’s main contention on appeal is that Nationwide is precluded from relying on the “other insurance” limitation contained in the policies to deny additional liability
*393
coverage to Washington because: 1) Nationwide failed to demonstrate that the effect of the limitation was explained to the insured as mandated by
Hionis v. Northern Mutual Insurance Co.,
In
Hionis v. Northern Mutual Insurance Co.,
When a defense is based on an exception or exclusion in a policy, our Supreme Court has held that such a defense is an affirmative one, and the burden is upon the defendant to establish it. Weissman v. Prashker,405 Pa. 226 , 233,175 A.2d 63 (1961). Even where a policy is written in unambiguous terms, the burden of establishing the applicability of an exclusion or limitation involves proof that the insured was aware of the exclusion or limitation and *394 that the effect thereof was explained to him. (citations omitted)
The Court specifically determined that the limiting language in the fire insurance policies in Hionis was not to be given effect because it was “technical and unclear” and because the insurer failed to offer any proof of the insured’s awareness and understanding of the exclusion.
Subsequently, our Court relied on
Hionis
in holding that the insurer has the burden of establishing the insured’s awareness and understanding of an exclusion from coverage before the insurer may rely on the exclusion to deny coverage, even if the policy language is clear and unambiguous.
Kelmo Enterprises v. Commercial Union Insurance Co.,
Standard Venetian Blind Co. v. American Empire Insurance Co.,
When a portico installed for a customer of Venetian, by Venetian’s subcontractor, collapsed during a heavy snowstorm causing damage to the customer’s property stored underneath, American agreed, on behalf of Venetian, to indemnify the customer for the cost of the damaged property and the cost of labor. Nonetheless, American refused to defend Venetian in an assumpsit action brought by the customer and also refused to tender payment for the cost of the portico itself, on the ground that damage to Venetian’s products was expressly excluded from coverage under the terms of the policy. On Venetian’s petition for declaratory judgment, the trial court found that the exclusions were “plain and free of ambiguity”. However, relying on Hion is, the court determined that Venetian was entitled to full coverage for the total loss, since Venetian was not aware of the exclusion and its meaning had not been explained. The Superior Court affirmed by per curiam order and the Supreme Court reversed.
The court reiterated the traditional rules governing interpretation of insurance contracts:
The task of interpreting a contract is generally performed by a court rather than by a jury. See Gonzalez v. United States Steel Corp.,484 Pa. 277 ,398 A.2d 1378 (1979); Community College of Beaver County v. Society of the *396 Faculty,473 Pa. 576 ,375 A.2d 1267 (1977). The goal of that task is, of course, to ascertain the intent of the parties as manifested by the language of the written instrument. See Mohn v. American Casualty Co. of Reading,458 Pa. 576 ,326 A.2d 346 (1974). Where a provision of a policy is ambiguous, the policy provision is to be construed in favor of the insured and against the insurer, the drafter of the agreement. See Mohn v. American Casualty Co. of Reading, supra. Where, however, the language of the contract is clear and unambiguous, a court is required to give effect to that language. See Pennsylvania Manufacturers’ Ass’n Insurance Co. v. Aetna Casualty & Surety Insurance Co.,426 Pa. 453 ,233 A.2d 548 (1967). “[I]n the absence of proof of fraud, ‘failure to read [the contract] is an unavailing excuse or defense and cannot justify an avoidance, modification or nullification of the contract or any provision thereof.’ ” Olson Estate,447 Pa. 483 , 488,291 A.2d 95 , 98 (1972), quoting Orner v. T.W. Phillips Gas & Oil Co.,401 Pa. 195 , 199,163 A.2d 880 , 883 (1960).
We believe that the burden imposed by Hionis fails to accord proper significance to the written contract, which has historically been the true test of parties’ intentions. By focusing on what was and was not said at the time of contract formation rather than on the parties’ writing, Hionis makes the question of the scope of insurance coverage in any given case depend upon how a factfinder resolves questions of credibility. Such a process, apart from the obvious uncertainty of its results, unnecessarily delays the resolution of controversy, adding only unwanted costs to the cost of procuring insurance. Thus, Hionis, which would permit an insured to avoid the application *397 of a clear and unambiguous limitation clause in an insurance contract, is not to be followed.
Id.,
In the instant case, the limitation clause in Nationwide’s policies provides: “If Property Damage or Bodily Injury Liability coverage in more than one Nationwide policy applies to a loss, we will pay only up to the highest limit in any one policy.” The trial court determined that the language of the limitation in the insurance policies issued to Washington was a “model of clarity” and the “essence of simplicity”. The court afforded the words their plain and ordinary meaning and concluded that Nationwide was responsible only for the highest liability coverage limit in any one policy of insurance. We find, as did the trial court, that the limiting language in the policies herein was clear and unambiguous and easily understandable by the ordinary purchaser of insurance. We will not “torture” the language in order to create ambiguity where none exists.
See Garber v. Traveler’s Insurance Co.,
However, appellants also contend that the “other insurance” limitation in the policies issued to Washington was unconscionable. In Standard Venetian, our Supreme Court tempered its rejection of Hionis:
*398 Although on this record we reject Hionis, we note that in light of the manifest inequality of bargaining power between an insurance company and a purchaser of insurance, a court may on occasion be justified in deviating from the plain language of a contract of insurance. See 13 Pa.C.S. § 2302 (court may refuse to enforce contract or any clause of contract if court as a matter of law deems the contract or any clause of the contract to have been “unconsionable at the time it was made”).
(a) Finding and authority of court. — If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made, the court may:
(1) refuse to enforce the contract;
(2) enforce the remainder of the contract without the unconscionable clause; or
(3) so limit the application of any unconscionable clause as to avoid any unconscionable result.
By its terms, the Uniform Commercial Code — Sales is applicable only to transactions involving the sale of goods “[u]nless the context otherwise requires ____” 13 Pa.C.S.A. § 2102. Nonetheless, many courts have recognized that a wide variety of business transactions are subject to scrutiny under the unconscionability doctrine contained in § 2302.
See e.g., Melso v. Texaco, Inc.,
Initially, we note that whether a contract or clause is unconscionable is a question of law for the court.
Stanley A. Klopp, Inc. v. John Deere Co.,
It is impossible to formulate a precise definition of the unconscionability concept. The drafters of the Uniform Commercial Code have expressed the principle as “one of prevention of oppression and unfair surprise ...” U.C.C. § 2-302, Comment 1. In
Witmer v. Exxon Corp.,
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.
495 Pa. at 551 ,434 A.2d at 1228 quoting Williams v. Walker-Thomas Furniture Co.,350 F.2d at 449 .
Appellants contend that the insurance contracts herein were unconscionable on the grounds that: 1) Nationwide took “unfair advantage” of Washington by including the “other insurance” provisions in the policies; and 2) Washington received no additional liability insurance for the premium he paid on his second policy.
Insurance contracts are generally viewed as contracts of “adhesion”. Under such a contract, the parties are usually not of equal bargaining power and the buyer must adhere to the terms of a form contract which are not negotiable.
See Brokers Title Co. v. St. Paul Fire and Marine Insurance Co.,
*401
The language of a contract clause which limits liability coverage must be clear and precise in order to prevent unfair surprise.
See K & C, Inc. v. Westinghouse Electric Corp.,
The Nationwide policies issued to Washington do not exclude all recovery for losses such as the one involved in this case. Rather, under the “other insurance” provision, Nationwide confined its obligation to pay bodily injury liability losses to the highest limit in any one policy ($25,-000). The limitation is expressed in precise and conspicuous language and there is no per se rule which prohibits an insurance company from so limiting its liability. Indeed, the premium rate charged by Nationwide to provide coverage under these policies was approved by the Pennsylvania Insurance Commissioner (RR. p. 32a). We do not find that Nationwide took “unfair advantage” of Washington by including the “other insurance” provision in its insurance policies.
Moreover, appellants’ argument that Washington received no additional liability insurance coverage for the premium he paid on his second policy is unpersuasive. For the premium payment made on the second policy of insurance, Washington secured substantial insurance coverage on his pick-up truck. Such coverage was
in addition
to the insurance provided under his first policy, since that policy
*402
covered the operation of another motor vehicle — his car. In particular, he received additional
liability coverage
since Nationwide was obligated to pay damages for
inter alia,
bodily injury or property damage sustained by third persons as a result of the operation of Washington’s truck. Nationwide collected two premiums for the two separate policies because it provided protection against the risks attendant to having two insured vehicles on the road instead of one.
See Antanovich v. Allstate Insurance Co.,
However, appellants argue more specifically that the policies were unconscionable because Washington received no additional liability coverage for that
part
of his second premium payment which was applicable to the risk that third parties would suffer bodily injury caused by the insured’s use of “other motor vehicles”. In other words, appellants argue that Washington should have been entitled to
twice
the dollar amount of liability coverage because he paid relatively equal annual premiums on two policies of insurance, and both policies covered the loss that occurred in this case.
4
This argument presupposes that Nationwide calculated its premiums by affixing a separate unit price to each risk of loss covered in a particular insurance policy. Nonetheless, there were countless permutations and combinations of risks assumed by the insurer under the policies issued to Washington, and there is no evidence of record indicating that Nationwide arrived at its premiums by assigning a price tag to each risk. Indeed, Nationwide’s Answers to Interrogatories stated that Nationwide’s premiums were based upon other factors, such as age, sex and marital status of the insured, the type of vehicle, and the policy holder’s residence. It would be impossible for the Court to determine, on the basis of the record in this case, what part, if any, of Washington’s second premium payment was meant to apply to the risk that a third party would sustain injuries caused by the insured’s operation of
*403
a non-owned vehicle.
See Fireman’s Fund Insurance Co. v. Nationwide Mutual Insurance Co.,
Accordingly, we find nothing “unconscionable” about the “other insurance” provision contained in Nationwide’s policies as applied to the facts in this case. This is not a case in which the insured bought no insurance for the second premium paid; rather, Washington secured substantial insurance coverage for the operation of his second vehicle. Thus, Nationwide was not precluded from asserting the clear policy limitation on the ground that it accepted a second premium payment. See Pusti v. Nationwide Mutual Insurance Co., supra. Nationwide simply prohibited the “stacking” of payment limits under a policy which provided liability coverage for one vehicle, upon payment limits under a second policy which provided liability coverage for a second vehicle. Allowing the Administrators to recover the payment limits under both policies would require that we “recast” the bargain struck by Nationwide and Washington. We are convinced that such a result is not warranted under the circumstances of this case. Thus, on the basis of the terms of the insurance policies and the undisputed facts of record, we find that Nationwide was liable only for the *404 $25,000 payment limit under one policy issued to Washington.
The trial court’s order entering Summary Judgment in favor of Nationwide is affirmed.
Notes
. Nationwide has not challenged appellants’ right to maintain this action against it.
. Nationwide offered no evidence that its agent explained the limiting language in the policies to Washington when he purchased the insurance covering his car and his truck. Conversely, the Administrators offered no evidence that Nationwide failed to explain the limiting language to Washington or that Washington was unaware of the meaning of the limitation.
. We recognize that the Court in
Witmer v. Exxon Corp.,
. Washington paid an annual premium of $122.60 for insurance coverage on his car and $125.00 for insurance coverage on his truck.