for the Court:
¶ 1. Norma Slater-Moore hired the Go-eldner Law Firm and its various attorneys to represent her in what ultimately was an unsuccessful lawsuit and its appeal. Slater-Moore and Goeldner entered into two separate contracts during the course of that litigation, both containing nearly identical provisions stating that any attorney-fee disputes would be submitted to arbitration. Slater-Moore later sued Goeldner for legal malpractice and breach of contract, disputing, among other allegations,
FACTS
¶ 2. In June 2007, Slater-Moore entered into a contract for legal services with Go-eldner to represent her in a claim regarding the purchase of her home.
Dispute as to Attorney’s Fees/Collection of Fees.
Should a dispute as to the entitlement or the amount of legal fees arise, the parties agree to submit such a dispute [to] arbitration in accordance with the Mississippi Bar Fee Dispute Resolution Procedure. Any decision shall be final and binding on the parties. Each party shall bear its own costs and attorney’s fees through any such proceeding.
Two paragraphs below the arbitration provision, the contract states in bold-print and all-capital letters: “THIS CONTRACT WAS DISCUSSED IN DETAIL, ALL QUESTIONS ABOUT ITS CONTENT, MEANING AND SCOPE WERE ANSWERED, AND CLIENT ACKNOWLEDGES RECEIPT OF COPY.” Slater-Moore signed directly below this statement.
¶ 3. The trial court entered summary judgment against Slater-Moore in October 2008. That same month, Slater-Moore entered into another legal-services contract with Goeldner to handle her appeal of that decision.
Dispute as to Attorney’s Fees/Collection of Fees.
Should a dispute as to the entitlement or the amount of legal fees arise, the parties agree to submit such a dispute to the Mississippi Bar Fee Dispute Resolution Procedure, whose decision shall be final and binding on the parties. Each party shall bear its own costs and attorney’s fees through any such proceeding.
The October 2008 contract also contained a provision identical to that in the June 2007 contract, stating that the contract had been discussed in detail and that all questions regarding its meaning and scope were answered. The provision was in boldface, in the same size font, and in the same location as in the June 2007 contract. Slater-Moore signed directly below the provision.
¶ 4. After losing her appeal, Slater-Moore sued Goeldner in the Circuit Court of DeSoto County for legal malpractice, also alleging breach of contract, misrepresentation, and bad faith. Further, Slater-Moore claimed that Goeldner had engaged in billing misconduct by billing her legal fees in excess of the mixed flat fee and hourly rates provided for in the contracts. The June 2007 contract had specified an hourly rate of up to $800 per hour for work not covered by the flat fee. It also stated that the flat fees did not cover costs and expenses, which would be billed separately. Slater-Moore seeks damages and
¶ 5. Goeldner filed a motion to compel arbitration of the claims regarding excessive or improper legal fees. On January 3, 2012, the circuit court granted the motion, finding that a valid arbitration agreement existed as to the fee dispute between the parties and that the Mississippi Bar Fee Dispute Resolution Committee was the appropriate arbitral forum for the fee dispute. The trial court reasoned that Slater-Moore had the burden to show she was excused from the arbitration agreement and that she did not meet that burden. In addition, the court stated that Slater-Moore’s remaining claims regarding legal malpractice, tortious conduct, and punitive damages would be litigated in circuit court if not arbitrable by the Mississippi Bar. Slater-Moore sought interlocutory appeal from the trial court’s order, and we determined her interlocutory appeal actually constituted a direct appeal and that her petition would be treated as a notice of direct appeal.
STANDARD OF REVIEW
¶ 6. We review the grant or denial of a motion to compel arbitration de novo. East Ford, Inc. v. Taylor,
DISCUSSION
¶ 7. “We recognize that the use of arbitration to resolve disputes finds favor under federal and state law.” Covenant Health & Rehab, of Picayune, LP v. Estate of Moulds,
¶ 8. The Federal Arbitration Act governs the enforcement of arbitration contracts that evidence a transaction in interstate commerce. Id. at 107. In the present case, the Circuit Court found that the Federal Arbitration Act did not apply because the contracts did not affect interstate commerce. Since the IP Timber-lands decision, we have not had an opportunity to determine the enforceability of a predispute arbitration agreement that did not in some way involve interstate commerce. However, in University Nursing
¶ 9. Cases decided under the Federal Arbitration Act require a two-prong inquiry for analyzing a motion to compel arbitration: (1) “whether the parties intended to arbitrate the dispute,” and if so, (2) “whether legal constraints external to the parties’ agreement foreclosed the arbitration of those claims.” Scruggs v. Wyatt, 60 So.Bd 758, 766 (Miss.2011) (quoting Qualcomm Inc. v. Am. Wireless License Group,
I. Whether the June 2007 and October 2008 arbitration agreements were valid and enforceable.
A. June 2007 Contract
¶ 10. Arbitration provisions and awards should “be liberally construed so as to encourage the settlement of disputes and the prevention of litigation, and every reasonable presumption will be indulged in favor of the validity of arbitration proceedings.” IP Timberlands,
¶ 11. Slater-Moore claims that the arbitration provision is unenforceable because neither a representative for the defendants nor any of the defendants signed the contract. A fundamental principle of contract law is that the mutuality of assent to the terms of a contract may be shown by the acts or conduct of the parties where a signature is lacking. See Turney v. Marion County Bd. of Educ.,
¶ 12. Slater-Moore mistakenly relies on this Court’s decision in Byrd v. Simmons,
¶ 13. Further contesting the validity of the arbitration clause, Slater-Moore also argues that the Mississippi Bar is an inappropriate forum because there is no post-dispute agreement to arbitrate. Slater-Moore relies on this Court’s decision in Magnolia Healthcare, Inc. v. Barnes,
¶ 14. The rules of the Mississippi Bar Fee Dispute Procedure do require both parties to sign, after a dispute arises, a “consent to Mediation or Binding Arbitration form” or else “the matter shall be closed because of lack of jurisdiction.”
¶ 15. Finally, Slater-Moore says the arbitration provision is unenforceable because it does not contain the word “exclusive” and therefore constitutes a permissive forum-selection clause. We have held that forum-selection clauses are “presumptively valid and enforceable,” and that the resisting party has the burden of showing that the clause is unreasonable. Long Beach Auto Auction, Inc. v. United Sec. Alliance, Inc.,
B. October 2008 Contract
¶ 16. In addition to Slater-Moore’s previous arguments regarding the 2007 contract, she also argues that the October 2008 contract is unenforceable because it does not contain the word “arbi
¶ 17. The. arbitration agreements in both the 2007 and 2008 contracts were valid, and we must now look to whether the parties’ dispute falls within the scope of the arbitration agreements.
II. Whether Slater-Moore’s claims regarding excessive or improper legal fees fall within the scope of the arbitration agreements.
¶ 18. All doubts concerning the scope of arbitrable issues, the construction of the contract language, and asserted defenses to arbitration must be resolved in favor of arbitration. MS Credit Ctr., Inc. v. Horton,
¶ 19. Slater-Moore also attempts to avoid the arbitration provision in regard to the fee dispute by stating that she also brought claims for breach of contract, deceit, misrepresentation, and bad faith, none of which is arbitrable in the present case. Specifically, she argues that, because those claims do not fall within the scope of the agreements, she should not be forced to arbitrate her claim regarding Goeldner’s alleged excessive legal fees. This argument is puzzling, as the trial court clearly explained in its order that Goeldner was “entitled to arbitration of the fee dispute and the fee dispute only.” The fact that Slater-Moore’s other claims fall outside thé scope of the arbitration provisions does not take the fee dispute outside the scope of the agreement.
¶ 20. Slater-Moore relies on Rogers-Dabbs Chevrolet-Hummer, Inc. v. Blake-ney,
¶ 21. Because there is a valid arbitration agreement regarding the fee dispute and the fee-dispute allegations fall within the scope of that agreement, the first prong of the FAA has been satisfied.
III. Whether external legal constraints prevented enforcement of the arbitration agreements.
¶ 22. After analyzing whether the parties intended to arbitrate, this Court must determine “whether legal constraints external to the parties’ agreement foreclosed the arbitration of those claims.” Scruggs,
¶ 23. Slater-Moore argues that the requirements of the arbitration agreements in the contracts are procedurally unconscionable. This Court has defined unconscionability as “ ‘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.’” Cleveland v. Mann,
¶ 24. The facts in Terminix are very similar to the present case. There, the plaintiffs said that the contract at issue was procedurally unconscionable because they were unaware of the arbitration clause in the contract and also unaware of its meaning. Terminix Int’l,
¶ 25. Slater-Moore has shown no evidence that she was unaware of the terms of the agreement or that she was not allowed the opportunity to discuss the terns of the contracts before signing them. In fact, her signature is located directly below the following clauses in both contracts: “THIS CONTRACT WAS DISCUSSED IN DETAIL, ALL QUESTIONS ABOUT ITS CONTENT, MEANING AND SCOPE WERE ANSWERED, AND CLIENT ACKNOWLEDGES RECEIPT OF COPY.” Under Mississippi law, “a contracting party is under a legal obligation to read a contract before signing it” and will be charged with knowing the contract’s contents. Terminix Int’l,
¶ 26. In the alternative, Slater-Moore asks this Court to adopt a rule that arbitration agreements in attorney-client contracts are per se improper. In doing so, Slater-Moore refers to Mississippi Rule of Professional Conduct 1.8(h), which states that a lawyer “shall not make an agreement prospectively limiting the lawyer’s liability to a client for malpractice unless permitted by law and the client is
¶27. Slater-Moore acknowledges that the American Bar Association has stated that predispute arbitration agreements in attorney-client contracts are appropriate as long as the attorney complies with his fiduciary duty under ABA Rule 1.4(b). The rules require the attorney to give the client an adequate explanation by disclosing the advantages and disadvantages of arbitration. ABA Model Rules of Profl Conduct R. 1.4. (2012). Slater-Moore’s signature is on page two of the two-page contract, directly below a clause stating that the contract was discussed in detail. The arbitration provision also is on page two of the contract. There is no evidence that Goeldner breached his fiduciary duty to explain the arbitration agreement.
¶28. Further, the comments to ABA Rule 1.5 state the following in regard to disputes over fees:
If a procedure has been established for resolution of fee disputes, such as an arbitration or mediation procedure established by the bar, the lawyer must comply with the procedure when it is mandatory, and, even when it is voluntary, the lawyer should conscientiously consider submitting to it. Law may prescribe a procedure for determining a lawyer’s fee, for example, in representation of an executor or administrator, a class or a person entitled to a reasonable fee as part of the measure of damages. The lawyer entitled to such a fee and a lawyer representing another party concerned with the fee should comply with the prescribed procedure.
ABA Model Rules of Profl Conduct R. 1.5. cmt. (2012). The Mississippi Bar has established the Mississippi Bar Fee Dispute Resolution Committee as a forum for fee disputes such as this one. In Pre-Paid Legal Services, Inc. v. Battle, we upheld an arbitration agreement between the plaintiff and a defendant legal-services company. Pre-Paid Legal Services, Inc. v. Battle,
¶ 29. The arbitration provisions are not procedurally unconscionable, and we find no external legal constraints which foreclose the arbitration of the fee dispute. Because the requirements of the two-prong test have been met, we affirm the trial court’s order compelling arbitration.
¶ 30. Finally, Slater-Moore also argues that, assuming there was a valid arbitration agreement, she should be able to revoke the arbitration provision contained in the legal-services contract be
CONCLUSION
¶ 31. The legal-services contracts contain valid and enforceable arbitration agreements as to all disputes regarding legal fees. • Slater-Moore’s claims regarding excessive or improper legal fees fall within the scope of the arbitration agreements, and there are no external legal constraints that preclude enforcement of the arbitration provisions. We affirm the trial court’s order compelling arbitration of the fee dispute.
¶ 32. AFFIRMED.
Notes
. The lawsuit was filed in DeSoto County Circuit Court, styled Slater-Moore v. Bailey, et at, Civil Action No. CV07-0170 C/D.
. Moore v. Bailey,
. Slater-Moore has paid only a portion of the amount billed in the June 2007 contract. The October 2008 contract required an initial payment of $3,500 to cover the costs of the appeal and an outstanding balance to the mediator. In regard to the October 2008 contract, Goeldner argues that Slater-Moore has paid only $2,215.05 toward the bills for her legal fees and still has a large outstanding amount due.
. The Mississippi Bar, Fee Dispute Resolution Committee Rules of Procedure, http://www. msbar.org/media/247468/42b.pdf (last visited April 9, 2013).
