*1 reject trial court to all had to convince the that because Appeals ruled The Court justifications for the potential challenging the the State’s are in this case “defendants hand, State, need- on the other ques- search. The search—a legality of the warrantless valid, indepen- validity only one ed to demonstrate than quite different tion justification raising dently for warrant,” supportable an the State was matter, being ruling it was of little practical to the As a was not “related search. South, consequence P.2d at 798. the Souths or the State to either appealed.” apparently presumed rejected ar- thus court the warrant Appeals that the trial Court “plain rulings argu- on the accepted “plain smell” gument but validity the warrant ment, way issue and the than the other around. smell” rather judgments same, or decisions responding distinct constituted The result was the therefore could Langnes doctrine appeal, and the the State was to the Souths’ merely apply. change it. of- seeking The State which, if reasoning ac- another line of fered Ap disagree. The Court precisely the same cepted, would result mired in the reasoning simply becomes peals’ originally granted as that outcome “ruling” as labels of what semantics contested evi- admission of the “ trial court: ‘Fail “ground” for decision. opposed to a dence. a con between observe the distinction ure to remand to the therefore reverse and tention, theory, the one We argument, or consideration of the other, Appeals for hand, responsible Court on the and a claim af- ground for proffered alternative on the State’s confusion the cases for much of the ” ruling. firming the trial court’s cross-appeals.’ subject necessity for al., Prac Supreme Court Robert L. Stern et HOWE, ZIMMERMAN, C.J., & Ber DURHAM (quoting 9 W. Moore
tice 767 James RUSSON, JJ., Ward, Practice Moore’s Federal concur. nard J. (1973)). determining
¶204.11[3], at 934 separate ground for deci
what constitutes
sion, terminology that is applied it is not the
important, rather the substance but Langnes, 282 U.S.
trial court’s decision.
538-39, judgment A at 246. 51 S.Ct. any number of based on
decision6 long Appellee, subsidiary rulings grounds, SOSA, but as Plaintiff Doncene a distinct judgment produces decision result, only it is the result tangible M.D., PAULOS, Defendant Lonnie E. petition cross-appeal, a requires appeal, Appellant. certiorari, Id. cross-petition.7 aor for short, focus upon which the it is the outcome No. 940590. bear, reasoning brought to not the must be Supreme Court of Utah. the outcome. employed to reach regard, helpful it is to examine In this Sept. seeking in this party was that each result suppression of the desired case. The Souths
evidence, that the evi- the State desired prevail, To the Souths admitted.
dence be significance terms, according any to the talismanic depending upon flexibility than of these 6. The context, produce employed. a certain legal does indeed words "judgment,” for degree term of confusion. The instance, variously employed to de- has been imply that here we do not 7. Of course decisions, verdicts, interlocutory ver- scribe any way discre- restricts our Langnes doctrine in punishments. accompanied remedies or dicts grant petition tionary power, when we important to focus all the more It thus becomes certiorari, will be treated. issues that to limit the governing rather rule rationale behind
359 *2 applicable In to all contracts. standards deed, provides: Act the Utah Arbitration so A to submit exist- written ing controversy or future to arbitration enforceable, irrevocable, valid, except *3 upon grounds existing equity at law or agreement.... set aside the (1992). § Ann. Utah 78-31a-3 Of Code course, law, an under Utah V enforceable. Bekins Bar Huth, (Utah 456, Ranch 459-62 1983). relevant are as follows: On No-
The facts 6, 1991, performed pos- Paulos vember Dr. ligament terior reconstruction on cruciate According Ms. left to the rec- Sosa’s knee. ord, prior surgery, one less than hour after undressed in her Ms. Sosa was surgical clothing, from Dr. Paulos’ “someone gave asked office” her three documents and They sign them. were “Patient Claims,” a Informed Consent and Release of “Consent for Use of Freeze Dried or Flesh agree- Tissue,” Donor and the arbitration question ment in here. Ms. Sosa stated signed all docu- her affidavit that she three plaintiff Hasenyager, Ogden, for James R. reading specifical- without them. She ments appellee. ly Dr. nor that neither Paulos recalled of his staff discussed member Williams, City, Elliott Lake for J. Salt time, agreement with her at either when appellant. defendant and during any prior of her office signed she Immediately upon awaking from visits. DURHAM, Justice: anesthesia, a sur- Ms. Sosa became aware of signed a Plaintiff Doneene Sosa document 15, 1994, July gical complication. On “Physician-patient Arbitration entitled complaint malprac- for medical Sosa filed shortly Agreement” undergoing knee before tice. performed by Pau- surgery defendant Lonnie Ms. Sosa that los, surgeon. she orthopedic After filed following subjects: signed discusses malpractice suit medical related to civil 1, “Agreement surgery, stay moved to 1. Article entitled to Arbi- trate,” compel disputes under to medical proceedings provides “as malpractice ... sub- The trial court denied the will be determined Article also states ground motion on the to arbitration.” mission proeedurally their uncon- both waive constitutional jury trial. appeals. scionable. “All Must Be 2. Article entitled Claims extremely This case is close on its Arbitrated,” provides that all conceivable preliminarily arbi emphasize facts. We subject parties are between the claims are in Utah and agreements tration favored arbitration. policy requires agree such public
that no Ap- “Procedure and analysis 3. Article entitled subjected a different ments be Law,” pa plicable manner physicians establishes they when are between panel is selected they if which the arbitration They are enforceable meet tients. First, cost-shifting provision. COURT TRIAL. also contains OR SEE ARTICLE provides THIS the contract that each OF CONTRACT. arbitrator, pick choose one both whom will surrounding Ms. Sosa that the facts Second, the third arbitrator. the contract agreement, together
requires, “Each shall be a arbitrator board- agreement itself, the substance of the demon- Third, orthopedic surgeon.” certified procedurally strate that it was and substan- unconscionable, tively as the trial court de- arbitrators less than award termined, (½) sought by pa- therefore unenforceable. one-half of the amount Paulos, hand, argues arbitration, the other patient shall tient in then the agreement is fair payment and even-handed and responsible for ... ex- of all plenty Ms. Sosa had of time read costs, fees, penses, and reason- arbitrators’ questions concerning and ask its attorneys’ *4 by physician able incurred fees agreements content. Because arbitration are arbitration, in connection with the includ- Utah, argues, favored ing physician payment at the rate of improperly compel court failed per spent by hour physi- for time $150.00 pursuant parties’ to the defending cian himself connection with the arbitration. A trial court’s denial of a motion to compel presents question of law 4, 4. Article entitled “General Provi- which we review for correctness. See Docu sions,” generally states that Utah’s statute of Inc., Corp. Brady Sys., tel Olivetti v. Dick applies to proceed- limitations its arbitration 475, (Utah 1986) (review 731 P.2d 479 of trial ings. intexpretation that contract did not 5, “Revocation,” 5. Article entitled allows law). require presents question agreement “by to be revoked written The determination of whether a contract is physician notice delivered to' mailed or question unconscionable is also of law for days signature.” ... 14 after Management the court. See Resource Co. v. 6, Ranch, (Utah 6. 1028, Article entitled “Read and Under- Weston 706 P.2d 1041 stood,” patient 1985); is a declaration that the has Fidelity see also Maxwell Fin. Servs., Inc., 82, 51, read and understands 184 Ariz. 907 P.2d 56 (1995) (“[T]he “[p]hysieian his every jurisdiction assistant has law explained issue, clearly above to me and to that has ruled on this provides my satisfaction and I uneonscionability do unan- that the determination of law.”). questions.” by swered It also states that to made as a court matter of patient “has executed this [her] Close examination the standard this own will free and not under duress.” Management court articulated in Resource our acknowledgment reveals that “unconscio- 7, 7. Copy,” Article entitled “Received de- precise nable is a term that defies defini- clares that the has received tion.” 706 P.2d simplify at 1041. To analysis, majority courts uneon- divide final 8. The two clauses of the seionability pro- doctrine into two branches: provide follows: uneonscionability, cedural which on focuses any provision of this Arbitration the formation and substan- Agreement is held invalid unenforcea- uneonscionability, tive on focuses ble, remaining provisions shall remain Maxwell, agreement’s contents. 907 P.2d at in full force and shall not be affected division, adopting we stated in invalidity provisions. of the other Management Resource unconscionabili- “ ty NOTICE: BY SIGNING THIS CON- includes ‘an absence
TRACT YOU ARE
TO
on
part
AGREEING
choice
of one of the
ANY
together
HAVE
OF MEDICAL
ISSUE
with contract terms
un-
which are
”
reasonably
MALPRACTICE DECIDED BY NEU-
party.’
favorable
the other
TRAL
AND
ARBITRATION
ARE
(quoting
YOU
1043
Williams v. Walk-
Co.,
UP
GIVING
YOUR RIGHT TO A JURY er-Thomas Furniture
350 F.2d
against
(D.C.Cir.1965)).
arguments
sub
suggests that
While this
unconscionability
on the con
of both
stantive
show elements
focus
must
examining
unconscionability
the “rela
to establish
tents
and substantive
following:
obligations
claim,
tive fairness
assumed.”
went
to state
Management,
Procedural Upon reviewing the record in this case, agree unconscionability Procedural we with the trial court’s conclu focuses on the manner in which the contract was sion that elements unconsciona- negotiated par bility negotiation and the circumstances of the surrounded the of this Property Casualty expectations In Allen v. Prudential & In- reasonable the adher- Co., (Utah 1992), ing party P.2d we surance 807 will be invalidated. We stated that the rejected expectations, unconscionability promis- doctrine reasonable be a doctrine would ing states where is an adhesion contract alternative to the doctrine of reasonable ex- found, provisions pectations. of the contract that do not fall Id. at 805-06. generally true might have had. While According to her uncontradieted
agreement. duty has to read and under affidavit,3 given party not a Ms. Sosa was a contract agreement until “minutes the terms of before stand Jensen, it, already Hottinger away” surgery when she was from (Utah 1984), clothing duty state of fear when surgical obviated anxiety. agreement stated that she felt party’s failure read the results She sign the documents proeedurally “rushed and hurried” unconscionable behav agreement them. The stronger bargaining did read thus ior printed Moreover, form was drafted was on a had position. even Ms. Sosa Paulos, stronger in much likely Dr. who was would read the she most timing bargaining position considering the meaningful no have felt that she had choice delivery to Ms. Sosa. sign already hospi it. at the but to She nor member of his Neither Paulos position, with several tal and in a vulnerable staff the arbitration discussed people waiting participate surgery. in her that time or at with Ms. Sosa at juncture Backing surgery out of explained No prior surgery. time one person average difficult for would be discussing signing and options her the of not anxiety apprehension and experiencing the with Dr. Paulos. the matter further Extraordi circumstances. common nary part Sosa’s assertiveness circumstances, we cannot con- Under these eon- required, procedure it was the since was ne- clude that by Dr. that made her vulnera troEed Paulos fair gotiated in a manner and that ble. voluntary meeting of the had a real and can conclude that Ms. Sosa
minds. Nor Next, that de Dr. Paulos contends respect sign- had choice with unconscionability in the spite any procedural could have ing presence formation agreement during sign Sosa to asked Ms. of a conceded visits, least, very or at the one of her office itself, his term in the inclusion explained he document to her could of the docu clause at end severance day surgery. This would have agreement. The clause ment “saves” the provided Ms. Sosa a somewhat reasonable states: opportunity to the terms and understand any provision of Arbitration Instead, he conditions *7 unenforcea- Agreement is held invalid or away” the until “minutes from sur- waited ble, remain remaining provisions shaH the gery presented had to Ms. and the document by not affected in force and shaE be fuE any explana- without person a staff Sosa invalidity any provision. other of the time, in At this she was dressed her tion. quite merely nervous about surgical clothing, was should sever the argues He that we surgery, uphold the and rushed and hurried. provision felt the remain- offending short, position in a Ms. Sosa was vulnerable agreement. der the the the document for when she shown Utah, provisions are sev- contract sign it. first time and asked to parties severance at if the intended erable they into the the contract Despite timing agree time entered the contract could argues primary purpose Dr. Paulos presentation, ment’s foEowing severance. accompEshed agree have stiE be Ms. still should read Sosa Develop Management Corp. v. Servs. points out he See it ment before (Utah 1980). Assocs., P.2d any questions she ment was available to answer Opposi- plaintiff’s in testimony in Memorandum tamed did submit sworn not court, Compel Stay and nor did he submit Motion to to the trial to defendant’s tion Moreover, apart filed no evidence defendant has Arbitration. court noted: plaintiff’s supporting The trial to contra-affidavit Support Reply in accept Memorandum Defendant’s will the statements The Court affidavit. Stay Compel Arbitration his Motion to true. therein as contained dispute of facts con- the statement does agreement pro that the certain factual circumstances not addressed severability in Specifically, vides its face for the the current invalid record. provisions ambiguous or unenforceable and that sever record before us it as to is actually signed ance of the unconscionable term would not whether Ms. Sosa received primary purpose copy following interfere agreement—the surgery. of medical mal her on remand the trial court practice disputes. is determines she did there no indication precluded that she was from ex adopt Were we to Dr. Paulos’ in ercising revoke ease, this uncon- doctrine fourteen-day period, majority within the scionability effectively destroyed. would would direct the trial court sever theory, party stronger Under his in a third clause article 3 enforce bargaining position would an have incentive If, however, remainder of the engage procedurally unconscionable be- court determines Ms. Sosa did party sign havior induce a weaker signed copy receive agreement containing extremely unfavorable copy pre or did receive a but somehow long stronger party terms. So as in- revoking cluded from it within the fourteen- clause, always reap cludes severance it will day period, majority would direct overreaching agreement the full benefit of its trial court to hold un the entire party unless the weaker files a lawsuit suc- conscionable. cessfully challenging agreement’s terms exacting under the doctrine of substantive majority’s position rationale for this unconscionability. Furthermore, even if a simple: Assuming that Ms. Sosa received court finds certain terms un- considering conscionable, these terms can be severed and fact surgical complica- that she was aware stronger party get still will benefit of immediately upon awakening tions from sur- unbargained-for agreement. its In other gery, days fourteen was sufficient time for words, a elause severance enforced this agreement’s to read and understand the encourage procedural fashion would and sub- During unconditional revocation clause. overreaching stronger stantive because the period, fourteen-day she would not been nothing will have trying lose hurried, forced to make a decision intimidate. rushed, state, or anxious and her decision to revoke or not would have been a note that in settings some the rationale choice. severing provisions opposed behind invalid voiding valid; agreements quite entire author, however, This disagrees with this allows the basic benefit of their bar- agree- rationale and would hold the entire gained-for agreement. Here, however, the ment presently unconscionable on the facts provision, severance like the rest of the before the court. The uneontroverted evi- negotiated bargained was not (1) dence is Sosa did not read *8 Thus, allowing for. instead of the the (2) agreement; she could not re- agreement, enforcing benefit their the un- call signing agreement; ever an arbitration
bargained-for severance clause would allow (3) neither Paulos nor member Dr. Paulos procedurally the benefit of his of his ever agreement staff discussed the unconscionable behavior. short, In Ms. Sosa. because of procedurally Paulos’ unconscionable behav- Finally, ior, was presence Ms. Sosa the unaware procedural even if there were elements of agreement an arbitration when she awoke unconscionability negotiation in the of the surgery. from agreement, agreement’s the revocation gave sum, days unanimously clause—which Sosa fourteen agree we with the unilaterally agree review revoke the trial court’s conclusion that Dr. be- Paulos’ ment—“cures” taint of negotiating pro- unconscionabili havior in agreement was ty. majority A of the court cedurally believes that unconscionable and that third persuasive this would be under elause of article 3 is unconscio- facts, have had majority’s der Ms. Sosa would these In accordance with nable. clause, days becommg after aware of her case fourteen on the revocation view agreement, a injury the trial court for determina- the arbitration to revoke remanded (1) given was been during whether Ms. Sosa time she would not have tion of agreement hurried, fol- signed copy of in a forced to make decision (2) rushed, surgery, and whether she was lowing her state. she knew or anxious Because exercising well, precluded her gone from had her surgery somehow not agreement within fourteen- revoke the have been a decision to revoke or would If court determines day period. the trial meaningful choice. pre- copy and was not
that she received a
jurisdictions suggests
Case
from other
law
agreement,
it
revoking
from
cluded
to cure
that such revocation clauses work
3 and
the third clause
article
should sever
procedural
irregularities
that arise when
agreement.
If
the remainder of the
enforce
presented
patients
medical forms are
that she
trial court determines
did
v. Metri
See Morris
shortly
surgery.
before
pre-
copy
was
receive
yakool,
418 Mich.
N.W.2d
revoke,
right to
exercising
from
cluded
(Mich.1984). Moreover,
the facts of
under
original
determination
fourteen-day
case,
this
it is not clear that the
is unconscionable
the entire
matter
period was insufficient as a
revocation
affirmed.4
irregularities
law
to cure
signing
surrounding the
C.J.,
STEWART,
concurs in
Associate
§
(affording
Ann.
Utah
70C-5-102
Code
Cf
opinion.
DURHAM’S
Justice
days
to cancel
three
in which
consumers
Justice,
ZIMMERMAN,
writing
Chief
agreements).
sales
door-to-door
separately:
Durham,
result,
As a
unlike
Justice
explain,
majority
of a
on behalf
I write
us, that
say,
cannot
on the record before
court, why
being
matter is
re-
procedur-
was
whole transaction
tainted with
manded.
uneonscionability so as
the entire
al
to render
If,
remand,
us,
and void.
after
appears
null
the record before
On
that Ms. Sosa
trial court determines
copy
received a
Ms. Sosa
injured,
been
that she had
clearly spelled out that she
knew she had
agreement which
copy of the
which con-
days
received a
to revoke
had fourteen
af-
easily understandable clause
tained an
clause attached no conditions to
revoke,
days
and that
words,
fording
her fourteen
she could revoke
revocation.
she
finding
for
did there is no basis
any reason
for no reason.
she
for
exercising
right precluded copy
as the
receive
fourteen-day period, the
acknowledges,
signed agreement
and was
However, if
be enforced.
surgical
immediately
arbitrate should
complication
aware of
injured,
anesthesia,
been
did
awakening
she did not know she had
from the
upon
initial
of not
receive
procedural unfairness
exercising her
precluded from
subsequently
otherwise
agreement was
cured. Un-
uneonscionability
approach
to cases not
finding
unconscionable have
4. Courts
contracts
taken,
U.C.C.).
strictly
section has
governed
This
employed three
remedies
distinct
2-302(1)
giving
great flexibility
part,
interpreted
of the Uniform
from section
been
courts
most
granting
Code:
Calamari &
Commercial
See John D.
remedies.
9-39,
(3d
Perillo,
Joseph
§
at 405
M.
Contracts
(1)
of law finds the
If the court as a matter
*9
1987). Accordingly,
if the trial
we hold that
ed.
of the contract to have
contract or
clause
original
and the
decision is affirmed
the time it was made
unconscionable at
been
unconscionable,
proper
ruled
contract,
may
the court
refuse to enforce
remedy
to invalidate the entire
may
enforce
remainder
contract
fully
procedur-
Doing
for Dr. Paulos’
clause,
so accounts
or it
without the unconscionable
during
ally
the forma-
unconscionable behavior
application
limit the
unconscionable
so
of sub-
and his inclusion
tion of the
result.
clause as
avoid
stantively unconscionable terms in
Management,
Sosa should have her court. RUSSON, JJ.,
HOWE concur in Chief opinion.
Justice ZIMMERMAN’S Utah, Appellee,
STATE Plaintiff and RAMIREZ,
Arturo Defendant Appellant.
No. 950426-CA. Appeals
Court of of Utah.
Sept.