This appeal arises from the district court’s denial of defendant-appellant Circuit City Stores, Inc.’s (Circuit City) motion to compel arbitration. Circuit City moved to compel arbitration in response to the action plaintiff-appellee Catherine In-gle filed in the Southern District of California, in which she alleged employment discrimination in violation of state and federal civil rights statutes. Circuit City argues on appeal that the district court erred in declining to enforce an arbitration agreement requiring Ingle and Circuit City to arbitrate employment-related legal claims. We have jurisdiction under 9 U.S.C. § 16(a), and we affirm.
FACTS and PROCEDURAL BACKGROUND
In September 1996, Catherine Ingle applied to become an Associate 1 at a Circuit City electronics retail store in San Diego County, California. Ingle was required to sign an arbitration agreement for Circuit City to consider her employment application. By signing the arbitration agreement, Ingle agreed to resolve all employment-related legal claims through arbitration.
On June 21, 1999, Ingle filed this action against Circuit City in the Southern District of California. In her complaint, Ingle alleged claims of sexual harassment, sex discrimination, and disability discrimination under the California Fair Employment and Housing Act, Cal. Gov’t Code § 12940, et seq. (FEHA). She also alleged claims of sex discrimination and retaliation under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq.
On July 16, 1999, Circuit City moved to compel arbitration. On September 22, 1999, the district court entered an order denying the motion on the ground that the arbitration agreement was unenforceable under
Duffield v. Robertson, Stephens & Co.,
STANDARD OF REVIEW
We review de novo a district court’s denial of a motion to compel arbitration.
Ticknor v. Choice Hotels Int’l, Inc.,
DISCUSSION
I. Circuit City’s Arbitration Agreement
Circuit City compels all of its employees and job applicants to sign an arbitration agreement requiring arbitration of all employment-related legal claims. The “Circuit City Dispute Resolution Rules and Procedures” (Rules and Procedures) determine the substance and procedures of the arbitration agreement. Ingle and Circuit City agree that the arbitration agreement *1170 Ingle signed provided that the Rules and Procedures governing an arbitration would be those in effect at the time the claim arose. Because the 1998 Rules and Procedures were in effect at the time Ingle’s civil rights claims arose, we examine these rules in analyzing whether this arbitration agreement is enforceable. However, our holdings as to substantive unconscionability reside with the discrete provisions we examine, and therefore would likely extend beyond this particular version of the Rules and Procedures.
II. The Doctrine of Unconscionability
The Federal Arbitration Act (FAA) provides that arbitration agreements generally “shall be valid, irrevocable, and enforceable.” 9 U.S.C. § 2 (2002). But when grounds “exist at law or in equity for the revocation of any contract,” courts may decline to enforce such agreements.
Id.; Doctor’s Assocs., Inc. v. Casarotto,
It is a settled principle of law that “arbitration is a matter of contract.”
United Steelworkers of America v. Warrior & Gulf Nav. Co.,
Because unconscionability is a generally applicable defense to contracts, California courts may refuse to enforce an unconscionable arbitration agreement.
See Ferguson,
*1171 “[essentially a sliding scale is invoked which disregards the regularity of the procedural process of the contract formation, that creates the terms, in proportion to the greater harshness or unreasonableness of the substantive terms themselves.” In other words, the more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.
Id. at' 114 (quoting 15 Williston on Contracts § 1763A, at 226-27 (3d ed. 1972)) (other citations omitted).
A. Procedural Unconscionability
To determine whether the arbitration agreement is procedurally unconscionable the court must examine “the manner in which the contract was negotiated and the circumstances of the parties at that time.”
Kinney v. United Healthcare Servs., Inc.,
There is no doubt that Circuit City’s arbitration agreement is oppressive. In Adams III, we held that the arbitration agreement at issue in that case was procedurally unconscionable under California law because:
Circuit City, which possesses considerably more bargaining power than nearly all of its employees or applicants, drafted the contract and uses it as its standard arbitration agreement for all of its new employees. The agreement is, a prerequisite to employment, and job applicants are not permitted to modify the agreement’s terms — they must take the contract or leave it.
Adams III,
Circuit City argues that because Ingle had sufficient time — three days — to consider the terms of the arbitration agreement, the court should not find this agreement procedurally unconscionable. We disagree. The amount of time Ingle had to consider the contract is irrelevant. We follow the reasoning in
Szetela v. Discover Bank,
Circuit City contended at oral argument that our recent decisions in
Circuit City Stores, Inc. v. Najd,
The California Supreme Court’s decision in
Armendariz
is also instructive in this case. The
Armendariz
court held that it is procedurally unconscionable to require employees, as a condition of employment, to waive their right to seek redress of grievances in a judicial forum.
See Ar-mendariz,
B. Substantive Unconscionability
Substantive unconscionability centers on the “terms of the agreement and whether those terms are so one-sided as to shock the conscience.”
Kinney,
Several substantive terms of Circuit City’s arbitration agreement are one-sided. The provisions concerning coverage of claims, the statute of limitations, the prohibition of class actions, the filing fee, cost-splitting, remedies, and Circuit City’s uni *1173 lateral power to modify or terminate the arbitration agreement all operate to benefit the employer inordinately at the employee’s expense. Because these one-sided provisions grossly favor Circuit City, we conclude that, under California law, these terms are substantively unconscionable, and address each term in turn.
Í. Claims Subject to Arbitration
The one-sided coverage we found objectionable in
Adams III
remains in the version of the arbitration agreement we evaluate in this case.
5
See Adams III,
This case presents a broad concern with respect to arbitration agreements between employers and employees. Circuit City argues that the arbitration agreement subjects Circuit City to the same terms that apply to its employees. But this argument is “exceedingly disingenuous,” 6 because the *1174 agreement is one-sided anyway. Because the possibility that Circuit City would initiate an action against one of its employees is so remote, the lucre of the arbitration agreement flows one way: the employee relinquishes rights while the employer generally reaps the benefits of arbitrating its employment disputes. 7
The only claims realistically affected by an arbitration agreement between an employer and an employee are those claims employees bring against their employers. 8 By essentially covering only claims that employees would likely bring against Circuit City, this arbitration agreement’s coverage would be substantively one-sided even without the express limitation to claims brought by employees. 9
Thus, we conclude that, under California law, a contract to arbitrate between an employer and an employee, such as the one we evaluate in this case, raises a rebuttable presumption of substantive unconscionability. Unless the employer can demonstrate that the effect of a contract to arbitrate is bilateral — as- is required under California law — with respect to a particular employee, courts should presume such contracts substantively unconscionable.
10
See Ferguson,
Circuit City’s arbitration agreement expressly limits its scope to claims brought *1175 by employees, which alone renders it substantively unconscionable. Even if the limitation to claims brought by employees were not explicit, an arbitration agreement between an employer and an employee ostensibly binds to arbitration only employee-initiated actions. Circuit City does not furnish any evidence that would indicate that the coverage of the arbitration agreement is mutual. Therefore, we conclude that the coverage of the arbitration agreement is substantively unconscionable. 11
2. Statute of Limitations
The Circuit City arbitration agreement states that the form by which an employee requests arbitration:
shall be submitted not later than one year after the date on which the Associate knew, or through reasonable diligence should have known, of the facts giving rise to the Associate’s claim(s). The failure of an Associate to initiate an arbitration within the one-year time limit shall constitute a waiver with respect to that dispute relative to that Associate.
We have already expressly criticized Circuit City’s statute of limitations provision,
Adams III,
3. Prohibition of Class Actions
Circuit City’s arbitration agreement directs arbitrators not to consolidate claims of different employees into one proceeding and generally prohibits the arbitrator from hearing an arbitration as a class action. We find that this bar on class-wide arbitration is patently one-sided, and conclude that it is substantively unconscionable.
The ability to pursue legal claims in a class proceeding has firm roots in both the federal and California legal systems. The United States Supreme Court has held that the “class suit was an invention of equity to enable it to proceed to a decree in suits where the number of those interested in the subject of the litigation is so great that their joinder as parties in conformity to the usual rules of procedure is impracticable.”
Hansberry v. Lee,
In
Szetela,
the California Court of Appeal severed a provision barring class-wide arbitration from a credit card company’s arbitration agreement.
Szetela,
manifest one-sidedness of the no class action provision at issue here is blindingly obvious.
Although styled as a mutual prohibition on representative or class actions, it is difficult to envision the circumstances under which the provision might negatively impact Discover, because credit card companies typically do not sue their customers in class action lawsuits.
Szetela,
The Szetela court rejected Discover Bank’s bar on class-wide proceedings as substantively unconscionable because the actual effect of the provision was to deny a procedural benefit only its customers would employ. In the context of an arbitration agreement between an employer and an employee, Circuit City adopts just such a provision. We cannot conceive of any circumstances under which an employer would bring a class proceeding against an employee. 14 Circuit City, through its bar on class-wide arbitration, seeks to insulate itself from class proceedings while conferring no corresponding benefit to its employees in return. This one-sided provision proscribing an employee’s ability to initiate clas.s-wide arbitration operates solely to the advantage of Circuit City. Therefore, because Circuit City’s prohibition of class action proceedings in its arbi-tral forum is manifestly and shockingly one-sided, it is substantively unconscionable. 15
*1177 4. Filing Fee
Under the terms of the arbitration agreement, to initiate a complaint against Circuit City, an employee must submit an “Arbitration Request Form •with a required filing fee of $75 (made payable with a cashier’s check or money order to Circuit City Stores, Inc.).” Under California law, “when an employer imposes mandatory arbitration as a condition of employment, the arbitration agreement or arbitration process cannot generally require the employee to bear any
type
of expense that the employee would not be required to bear if he or she were free to bring the action in court.”
Armendariz,
Though denominated a “filing fee,” the employee-claimant must pay the required seventy-five dollars here directly to Circuit City, rather than to the arbitration service Circuit City identifies in the arbitration agreement. It thus appears that the employee is required to pay Circuit City for the privilege of bringing a complaint. While a true filing fee might be appropriate under Armendariz, the fee required by Circuit City is not the “type of expense that the employee would be required to bear” in federal court, and is therefore inappropriate under Armendariz. Moreover, by requiring employees to pay the fee to the very entity against which they seek redress, Circuit City may very well deter employees from initiating complaints.
The seventy-five dollar fee poses an additional problem. In federal court, plaintiffs in all types of cases may be exempt from paying court fees upon a showing of indigence. See 28 U.S.C. § 1915(a)(1). Circuit City’s arbitration agreement, however, makes no similar provision for waiver of the filing fee (or other fees and costs of arbitration). Without such a provision for waiver in cases of indigence, employees in that category might well find it prohibitively expensive to pay seventy-five dollars to file a complaint. For these reasons, the arbitration agreement’s fee provision is manifestly one-sided.
We therefore -find the fee provision substantively unconscionable.
5. Cost-splitting
We have previously rejected the Circuit City arbitration agreement’s cost-splitting provision.
Adams III,
*1177 the daily or hourly fees and expenses (including travel) of the Arbitrator who decides the case, filing or administrative fees *1178 charged by the Arbitration Service, the cost of a reporter who transcribes the proceeding, and expenses of renting a" room in which the arbitration is held. Incidental costs include such items as photocopying or the costs of producing witnesses or proof.
By itself, the fact that an employee could be held liable for Circuit City’s share of the arbitration costs should she fail to vindicate employment-related claims renders this provision substantively unconscionable.
17
Combined with the fact that Circuit City’s fee-splitting scheme would sanction charging even a successful litigant for her share of arbitration costs, this scheme blatantly offends basic principles of fairness.
See Ting,
6. Remedies
In
Adams III,
we' criticized the limitations on available remedies in Circuit City’s arbitration agreement.
19
The arbitration agreement we evaluate in this case, as in
Adams III,
similarly “fails to provide for all the types of relief that would otherwise be available in court.”
Adams III,
The Circuit City arbitration agreement delimits what relief is available to employees who succeed in arbitration claims against Circuit City. The agreement grants the arbitrator the discretion to award (1) injunctive relief, including reinstatement; (2) one year of full or partial back pay, subject to reductions by interim earnings or public or private benefits re
*1179
ceived; (3) two years of front pay; (4) compensatory damages in accordance with applicable law; and (5) punitive damages up to $5000 or the equivalent of a claimant’s monetary award (back pay plus front pay), whichever is greater. This provision is identical to the one we held substantively unconscionable in
Adams III. See Adams III,
7. Unilateral termination/modification
Circuit City’s arbitration agreement provides that “Circuit City may alter or terminate the Agreement and these Dispute Resolution Rules and Procedures on December 31st of any year upon giving 30 calendar days written notice to Associates.” Circuit City, then, may modify or terminate any and all dispute resolution agreements with its employees unilaterally. Notably, the arbitration agreement affords no such power to employees. The United States Supreme Court has held that “arbitration is a matter of contract and a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit.”
United Steelworkers of America v. Warrior & Gulf Nav. Co.,
*1180 C. Severance
California law grants courts the discretion either “to sever an unconscionable provision or refuse to enforce the contract in its entirety,”
Adams III,
Circuit City correctly argues that the FAA articulates a strong public policy in favor of arbitration agreements. 9 U.S.C. § 2 (2002);
see also Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp.,
While it is within this court’s discretion to sever unconscionable provisions, because an “insidious pattern”
24
exists in Circuit City’s arbitration agreement “that functions as a thumb on Circuit City’s side of the scale should an employment dispute ever arise between the company and one of its employees,” we conclude that the agreement is wholly unenforceable.
Adams III,
CONCLUSION
Because the Circuit City arbitration agreement is unconscionable under California contract law, we affirm the district *1181 court’s denial of Circuit City’s motion to compel arbitration.
AFFIRMED.
Notes
. Circuit City refers to all job applicants and to current and former employees as “Associates.”
. Because we decide this case solely under California law of unconscionability, we need not reach Circuit City’s argument that
Duf-field
does not preclude enforcement of its arbitration agreement.
See Ferguson v. Countrywide Credit Indus., Inc.,
. At oral argument, Circuit City suggested that
Armendariz
is preempted by the FAA, because its holding, Circuit Ci1y asserts, imposes a heightened standard for enforcement of arbitration agreements. We disagree. The Supreme Court has held that "[c]ourts may not ... invalidate arbitration agreements under state laws applicable
only
to arbitration provisions.”
Doctor’s Assocs., Inc. v. Casarotto,
. Circuit City does not even consider the applications from job applicants who elect not to enter into the arbitration agreement. Ingle had no meaningful option; she either had to walk away from the employer altogether or sign the arbitration agreement for fear of automatic rejection or termination at the outset of her employment.
See Adams III,
. Rule 2 of the arbitration agreement provides:
Except as otherwise limited herein, any and all employment-related legal disputes, controversies or claims of an Associate arising out of, or relating to, an Associate's application or candidacy for employment, employment or cessation of employment with Circuit City or one of its affiliates shall be settled exclusively by final and binding arbitration before a neutral,, third-party Arbitrator selected in accordance with tbese Dispute Resolution Rules and Procedures. Arbitration shall apply to any and all such disputes, controversies or claims whether asserted against the Company and/or against any employee, officer, alleged agent, director or affiliate company.
All previously unasserted Associate claims arising under federal, state or local statutory or common law shall be subject to arbitration. Merely by way of example, these claims include, but are not limited to, claims arising under the Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, as amended, including the amendments of the Civil Rights Act of 1991, the Americans with Disabilities Act (ADA), the Fair Labor Standards Act (FLSA), 42 U.S.C. § 1981, as amended, including the amendments of the Civil Rights Act of 1991, the Employee Polygraph Protection Act, the Employee Retirement Income Security Act (ERISA), state discrimination statutes] state statutes and/or common law regulating employment termination, the law of contract or the law of tort; including, but not limited to, claims for malicious prosecution," wrongful discharge, wrongful arrest/wrongful imprisonment, intentional/negligent infliction of emotional distress or defamation.
Claims by Associates for state employment insurance (e.g., unemployment compensation, workers’ compensation, worker disability compensation) or under the Nátional Labor Relations Act shall nof be subject to arbitration. Statutory or common law claims alleging that Circuit City retaliated or discriminated against an Associate for filing a state employment insurance claim, however, shall be subject to arbitration,
(emphasis added).
.
See Stirlen,
.
See Armendariz,
. The list of legal claims the arbitration agreement covers is telling.
See
note 5. The only claims the arbitration agreement mentions expressly as arbitrable are those claims employees would assert against Circuit City.
See Ting
v.
AT&T,
.
Cf. Ferguson,
. We note that our conclusion is consistent with the federal policy favoring arbitration agreements. The FAA does express Congress's intention to give effect to arbitration agreements generally, but it does not supplant state law governing the unconscionability of adhesive contracts.
Adams III,
. This holding — assuming procedural uncon-scionability — would suffice to render this agreement unconscionable, but we elect to address other substantive terms of Circuit City's arbitration agreement.
.
See also Luna v. Household Fin. Corp. III,
. The California Supreme Court touched upon this subject in
Keating v. Superior Court,
.
See Ting,
. We again reject the reasoning in
Discover Bank v. Superior Court of L.A. County,
We also note that our holding is in tension with
Lozano v. AT & T,
. The costs of arbitration, as defined by the arbitration agreement, include:
.Cf. Blair v. Scott Specialty Gases,
. Although Circuit City has included provisions in the arbitration agreement limiting an employee’s liability for fees, we again reject the provisions because "the default rule is that employees will share equally in the cost of arbitration. As a result, we cannot interpret the agreement to prohibit sharing costs, as the court did in
Cole,
.
See Adams III,
. The provision places limits on an employee's total damages, while federal law limits only the sum of punitive and certain compensatory damages,
see
42 U.S.C. § 1981a; 42 U.S.C. § 2000e-5(g)(l), and contravenes federal law by limiting an employee’s front-pay award to two years' salary.
See Pollard v. E.I. du Pont de Nemours & Co.,
. This “notice" consists of posting "a written notice by December 1 of each year at all Circuit City locations.”
.
Cf. Dumais v. American Golf Corp.,
.Our holding with regard to the provision granting Circuit City the unilateral authority to modify or terminate the arbitration agreement does not collide with that of the Sixth Circuit in
Morrison,
.
Ferguson,
. Because we find that numerous provisions in Circuit City's arbitration agreement are substantively unconscionable, we decline to sever particular terms from the agreement, as the Sixth Circuit did in Morrison.
