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Definition
| Standardized Agreements (1) where a party to an agreement signs or otherwise manifests assent to a writing and has reason to believe that like writings are regularly used to embody terms of agreements of the same type, he adopts the writing as an integrated agreement with respect to the terms included in the writing. (2) Such a writing is interpreted wherever reasonable as treating alike all those similarly situated, without regard to their knowledge or understanding of the standard terms of the writing. (3) Where the other party has reason to believe that the party manifesting such assent would not do so if he knew that the writing contained a particular term, the term is not part of the agreement. |
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Term
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Definition
§ 208. Unconscionable Contract Or Term
If a contract or term thereof is unconscionable at the time the contract is made a court may (1)refuse to enforce the contract, or may (2)enforce the remainder of the contract without the unconscionable term, or may so(3) limit the application of any unconscionable term as to avoid any unconscionable result. Think Tuckwiller - old lady died |
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§ 2-302. Unconscionable Contract or Clause Term.
(1) If the court as a matter of law finds the contract or any clause term of the contract to have been unconscionable at the time it was made, the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause term, or it may so limit the application of any unconscionable clause term as to avoid any unconscionable result.
(2) When If it is claimed or appears to the court that the contract or any clause term thereof may be unconscionable, the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose, and effect to aid the court in making the determination. - Added difference from restatement 208. |
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§ 205. Duty Of Good Faith And Fair Dealing
Every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement. |
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§ 1-304. Obligation of Good Faith.
Every contract or duty within [the Uniform Commercial Code] imposes an obligation of good faith in its performance and enforcement. |
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Term
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Definition
| § 2-306. Output, Requirements and Exclusive Dealings. (1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded. (2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale. |
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Definition
| Contracts of Adhesion may be unenforceable where they contain provisions that either do not fall within the reasonable expectations of the adhering party, or are unduly oppressive or unconscionable (arbitration clause). Graham v Scissor-tail. |
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Term
| Procedural Unconscionability |
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Definition
| Procedural Unconscionability: bargaining power, not obvious, lack of awareness, unfairness in the bargaining process, formation or execution of the K (when one party lacks knowledge or understanding of the terms) |
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Term
| Substantive Unconscionability |
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Definition
| · Substantive Unconscionability: oppressive character of the substantive terms of the agreement, unreasonably favorable to one party |
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Term
| Illegal Contracts (Public Policy) |
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Definition
| Illegal Contracts (Public Policy): (1) nature of the conduct, (2) extent of the public harm which may be involved, (3) moral quality of the conduct of the parties in light of the prevailing standards of the community. |
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