Also known as: unconscionable · unconscionably · unconscionable contract · unconscionability doctrine
Written by attorneys · grounded in primary & secondary sources — see below
A doctrine that permits a court to decline enforcement of a contract or contractual term that is unfair or oppressive at the time of formation. The doctrine focuses on procedural defects in bargaining or substantive imbalance in the terms exchanged. A court may refuse enforcement entirely, sever the offending term, or limit its application to avoid an unfair result.
Ugo Ucelli agreed to sell land to Ursula Upton at a price reflecting full market value. After closing, Ugo discovered the appraisal omitted a major easement that halved the land's worth. Enforcement of the sale at the original price would leave Ugo with a grossly inadequate exchange, so the court voids the contract under the unconscionability doctrine.
Ulric Unger and Una Ueda signed a separation agreement giving Ulric nearly all marital assets while leaving Una with minimal support. At the dissolution hearing, the court reviews the parties' economic circumstances and finds the terms oppressive. The court refuses to bind itself to the agreement and instead issues its own orders for property division and maintenance.
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Ursula Ung and Ulf Ulfsson signed a premarital agreement waiving all spousal support. At formation Ursula had no income and the waiver left her with no meaningful support. The court finds the term substantively and procedurally unconscionable at the time of signing and refuses to enforce the support-waiver term.
Unity Capital sells a consumer appliance to Ultra Precision under a contract that excludes all consequential damages for personal injury. When the appliance malfunctions and injures a user, the court treats the exclusion as prima facie unconscionable in the consumer-goods context and permits the buyer to recover consequential damages.
Union Steel hires Uptown Apparel under a long-term supply contract containing a clause that allows Union to cancel for any reason with no notice or payment. The court finds the cancellation clause unconscionable at formation and severs it while enforcing the remainder of the agreement.
Ugo Ucelli and Ursula Upton reach a separation agreement that awards Ugo the entire marital home and leaves Ursula without support or assets. The court determines the agreement is unconscionable after reviewing the parties' finances. It directs the parties to submit a revised agreement or, alternatively, enters its own orders allocating property and awarding maintenance.
No single formula controls. Courts weigh procedural defects such as unequal bargaining power or lack of meaningful choice together with substantive imbalance such as grossly disproportionate terms. Either factor alone can support a finding when sufficiently extreme.
Supporting sources
Under the Uniform Premarital and Marital Agreements Act, a court may refuse enforcement if the term was unconscionable at signing or if enforcement would cause substantial hardship due to a material change in circumstances after signing.
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The court may request the parties to submit a revised agreement or may itself enter orders for property disposition, maintenance, and support.
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Such a limitation is prima facie unconscionable under UCC § 2-719(3), shifting the burden to the seller to show the clause is conscionable in the particular commercial setting.
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…any need for the State to rely, as it does, upon its own interests rather than upon the patient's. The second assumption is unconscionable. Insofar as Nancy Cruzan has an interest in being remembered for how she lived rather than how she died, the damage done to those memories by the prolongation of her death is irreversible.…