contract law · defense
Unconscionability occurs when a contract is so one-sided that it is deemed fundamentally unfair to one party. This can result from both procedural and substantive unconscionability, where the circumstances of contract formation and the terms of the contract itself contribute to the unfairness.
Procedural unconscionability involves issues related to the bargaining process, such as lack of meaningful choice or unfair surprise.
What to prove: One must show that one party had no reasonable opportunity to understand the contract terms and was subject to deceptive or oppressive circumstances during negotiation.
Substantive unconscionability refers to the actual terms of the contract being excessively unfair or oppressive.
What to prove: It must be demonstrated that the terms of the contract are so one-sided that they shock the conscience or are grossly disproportionate.
The burden of proof typically lies on the party claiming unconscionability and must meet the preponderance of the evidence standard.
On exams, focus on identifying elements of procedural and substantive unconscionability, and consider fact patterns where unequal bargaining power is evident.