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Click here for the full text of this decision FACTS:Defendants-Appellants Contigroup Companies Inc. and Wayne Farms LLC (collectively, appellants) appeal the district court’s denial of their motion for stay and to compel arbitration. The court denied the motion after concluding that the arbitration clause in the parties’ governing contract was unconscionable as it applied to plaintiff-appellee Gertrude Overstreet (appellee). Appellee was a chicken farmer in Mississippi; and from 1976 to 2001, she raised chickens for Appellants. The parties’ relationship was governed by a series of written contracts, the last of which is the subject of this suit. The contract, entered into in Mississippi on Feb. 14, 2001, provided that 1. appellants would supply appellee with baby chickens, feed and medication; 2. appellee would raise and care for the chickens and; 3. appellants would pay appellee monthly for her services. The contract also included detailed guidelines for raising the chickens in a manner acceptable to appellants. The contract had an arbitration clause, which stated that any controversy between the parties, whether or not it related to the contract, was to be settled by arbitration. Arbitration was to take place before a panel of three arbitrators and was to be paid for by the parties in equal shares. The arbitration clause also contained an express waiver by both parties of exemplary, punitive and consequential damages. The contract contained a choice of law provision. The clause, applicable to the entire contract, stated that the contract “shall be governed by, and interpreted and construed in accordance with, the laws of the State of Georgia. . . . On April 13, 2001, approximately two months after signing the contract, appellee sold her chicken farm and sent appellants a letter informing them that she would no longer raise chickens. On April 12, 2004, appellee filed suit against appellants in Mississippi state court. In her complaint, appellee alleged that 1. appellants fraudulently or negligently induced her into growing chickens for them; 2. appellants’ guidelines for raising the chickens required her to use chemicals that damaged her former farm; and 3. appellants wrongfully terminated the contract. In June 2004, appellants removed the case to the U.S. District Court for the Southern District of Mississippi. Two weeks later, appellants, pointing to the contract’s arbitration clause, filed a motion for stay and to compel arbitration. Appellee opposed the motion, arguing that the arbitration clause and the contract in its entirety were unconscionable. The district court did not address the validity of the contract as a whole. But after calculating the expected cost of arbitration pursuant to the arbitration clause, and after considering that cost in light of appellee’s financial situation at the time of litigation, the district court found the arbitration clause unconscionable. Therefore, the court denied appellants’ motion for stay and to compel arbitration. HOLDING:Reversed and remanded. It is well-established under Georgia law that unconscionability is analyzed by looking to the circumstances existing at the time the contract was made, rather than those existing later. The record is devoid of facts pertaining to her financial situation when the contract was executed in February 2001. For example, Appellee’s food stamp receipt is dated July 12, 2005; her and her husband’s Social Security claim forms are from 2005; and the medication list indicates what medication her husband was required to take in 2005. None of these documents shed light on Appellee’s financial situation in February 2001. Appellee also relies heavily on the fact that she now owns no real property and has no cash savings. But the record does not show, nor does Appellee even state, that she had no cash savings when the contract was executed. Furthermore, the record shows that even though she now owns no real property, at the time she signed the contract she did in fact own her farm (which she later sold). Appellee has not carried her burden of showing that the dispute is not arbitrable, because she failed completely to address the circumstances existing at the time the contract was made. OPINION:DeMoss, J.; Davis, Barksdale and DeMoss, JJ.

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