This appeal arises out of an automobile lease gone bad. In the fall of 2000, Edith Hill leased a 2000 Ford Explorer from the East Ford dealership located in Jackson, Mississippi. About one year later, Banc One Acceptance Corporation, the finance company, repossessed the Explorer, even though Hill’s payments were current. Hill complained unsuccessfully and then filed suit in state court against East Ford and Banc One. Banc One responded with an action in federal court seeking to enforce the arbitration clause in the lease documents. Hill, however, persuaded the district court that according to a recent Mississippi Supreme Court case interpreting identical contract language, the arbitration clause was unconscionable and thus unenforceable under state law.
See East Ford, Inc. v. Taylor,
I. BACKGROUND
On August 14, 2000, Edith Hill signed an offer to lease and a motor vehicle lease agreement for a 2000 Ford Explorer from East Ford. In the offer to lease, an arbitration clause provided that
any controversy, claim, action or inaction arising out of, or relating to, the transaction evidenced by the OFFER together with any resulting written agreements including ... any ... lease ... shall be settled by arbitration administered by the American Arbitration Association.
Exempted from the arbitration clause are “claims by [East Ford] ... that one or more events of default ... has occurred on the part of [Hill] ... [such claims] may be pursued in any court of competent jurisdiction.”
Hill leased the Explorer to provide a car for her niece, Deborah Brand, but the parties dispute whether East Ford and its employees knew this. In any event, the lease agreement signed by Hill authorized only members of her “immediate family” to use the automobile. Hill’s alleged violation of the lease terms led Banc One to repossess the Explorer despite Hill’s being current in the payments. This litigation followed. Banc One now appeals the district court’s denial of its motion to compel arbitration and the dismissal of its action.
II. DISCUSSION
This court reviews de novo a grant or denial of a petition to compel arbitration pursuant to § 4 of the Federal Arbitration Act (FAA).
Primerica Life Ins. Co. v. Brown,
Two principal questions arise in this appeal. The first is whether the district court had authority under the FAA to determine the enforceability of Hill’s arbitration agreement with East Ford. We find that it did. The second is whether the enforceability issue is governed by state contract law or federal law. The answer, in this case, is that state law applied.
A. District Court’s Authority to Review Hill’s Procedural Unconscionability Claim
A two-step inquiry governs whether parties should be compelled to arbitrate a dispute. “First, the court must determine whether the parties agreed to arbitrate the dispute. Once the court finds that the parties agreed to arbitrate, it must consider whether any federal statute or policy renders the claims non-arbitrable.”
R.M. Perez & Assocs., Inc. v. Welch,
The first step of the process entails determining “whether there is a valid agreement to arbitrate between the parties; and ... whether the dispute in question falls within the scope of that arbitration agreement.”
Webb v. Investacorp, Inc.,
The Supreme Court has held that under the FAA, the federal courts may only consider “issues relating to the making and performance of the agreement to arbitrate.”
See Prima Paint Corp. v. Flood & Conklin Mfg. Co.,
This court recently addressed the scope and application of the
Prima Paint
rule and held that where the “very existence of a contract” containing the relevant arbitration agreement is called into question, the federal courts have authority and responsibility to decide the matter.
See Will-Drill,
Willr-Drill
distinguished the far more common argument made by a party who does not challenge the existence of a contract, but rather attacks the enforceability of the agreement alleging that the contract is void
ab initio
or voidable.
Id.
at 218. Such a scenario calls for application of the severability doctrine contained in
Prima Paint.
Under this approach, “[o]nly if the arbitration clause is attacked
on an independent basis
can the court decide the dispute; otherwise, general attacks on the agreement are for the arbitrator.”
Id.
(emphasis added);
accord Primerica Life,
Hill does not challenge the “very existence” of the contract. Indeed, her underlying state court action seeks to obtain damages for breach of contract, and she admits in her affidavit before the district court that she signed the offer to lease containing the arbitration clause. Instead, Hill asserts that the arbitration clause is “procedurally unconscionable,” a claim fundamentally different from the position asserted by the party resisting arbitration in
Willr-Drill.
Hill’s argument falls within the
Prima Paint
separability doctrine, and the court must examine whether Hill’s allegations attack the arbitration clause on an “independent basis,” or constitute a “general attack” on the contract.
Will-Drill,
In her affidavit, which recites the circumstances under which she signed the offer to lease and lease agreement, and thus undergirds her procedural uncon-scionability claim, Hill states that she “never agreed nor intended to agree to arbitration” for two reasons. First, Hill “did not read the documents” that the salesman asked her to sign because the salesman did not ask her to read them, nor did he “tell [her] that [she] needed to read the documents.” Hill further says she did not read the documents she signed because she trusted the salesman. Second, “no one associated with East Ford ever told [her] that [she] was signing an arbi
*431
tration agreement,” or that she could object to the agreement, and no one explained the term “arbitration” to her. As this court has held, the general assertions that she did not read or understand the contractual documents or that East Ford did not explain the documents do not suffice to allege fraud in the making of the arbitration clause, but rather address the formation of the entire contract.
R.M. Perez,
Hill’s pleadings, on the other hand, informed the district court that the validity of an “identical arbitration clause” was being considered by the Mississippi Supreme Court. The impetus for Hill’s amended motion to dismiss was the court’s ruling in
Taylor,
which found this “identical arbitration clause” procedurally unconscionable under Mississippi law.
Taylor,
B. District Court’s Application of Mississippi Law
Banc One contends that the district court erred in applying
Taylor
because the Mississippi Supreme Court’s decision impermissibly discriminates against arbitration under the FAA.
1
But the validity of an arbitration provision is a question of state law,
see Webb,
Although
Carter
suffices to justify using state law here, we note that the purpose of the FAA is to ensure that arbitration agreements are not treated differently from other contract provisions under state law.
See Doctor’s Assocs., Inc. v. Casarotto,
Banc One argues that
Taylor
impermis-sibly discriminates against arbitration agreements because the Mississippi Supreme Court set out its particular approach to unconscionability in the context of an arbitration dispute.
Casarotto,
however, held that state unconscionability law may, on occasion, invalidate arbitration clauses so long as the state’s approach is not directed
specifically
at arbitration agreements but instead applies to contract provisions
generally. Casarotto,
In
Taylor,
the Mississippi Supreme Court used standard tools of unconsciona-bility doctrine and applied a prior Mississippi decision outlining its general approach to procedural unconscionability under Mississippi contract law.
*433
Banc One points to a Third Circuit case which appears to indicate that the federal law construing the FAA is authoritative in determining claims of procedural uncon-scionability.
See Harris v. Green Tree Financial Corp.,
Under Mississippi law, authoritatively construed by the state supreme court, an arbitration agreement of exactly the type that was at issue in Taylor is procedurally unconscionable. While Banc One cites a panoply of federal cases that appear to dictate a different result on a wide range of issues, because the arbitration provision at issue here is identical to the one examined by the Taylor court, these federal cases cannot help Banc One avoid controlling Mississippi law. As a result, the district court correctly held that the arbitration provision was procedurally unconscionable and thus unenforceable under Mississippi law. 4
III. CONCLUSION
For the reasons discussed above, the judgment of the district court is AFFIRMED.
Notes
. As noted above, this court reviews de novo the denial of a motion to compel in the context of a motion to dismiss.
See, e.g., Snap-On Tools,
. Banc One identifies only a single Mississippi case for the proposition that the Mississippi courts apply a different rule of law to arbitration provisions than to other contractual provisions. In
Newton County Bank v. Jones, 299
So.2d 215 (Miss. 1974), the Mississippi Supreme Court upheld a contractual provision that was characterized by the dissent as being "in small print.”
See Jones,
. It is important to note here that if the Mississippi courts were to limit the applicability of the procedural unconscionability approach outlined in Taylor to arbitration agreements only, or were repeatedly to apply a different approach to other contractual provisions, the *433 issue of discrimination against arbitration under the FAA may come into play. However, absent any compelling evidence of such an approach, and given that Taylor was decided relatively recently, we decline to find improper discrimination here.
. Hill also argues that this court should consider the substantive unconscionability of the arbitration clause. Both Hill and Banc One agree that neither the district court nor the Taylor court clearly ruled on the question of substantive unconscionability. In addition, Hill cites no controlling authority for the proposition that the contract is substantively unconscionable under Mississippi law. Because we find the arbitration clause at issue here to be procedurally unconscionable under Mississippi law, we need not reach the question of substantive unconscionability.
