Contract Glossary
Unconscionability
Definition
A legal doctrine that allows courts to refuse to enforce a contract (or a specific clause) that is so unfair, one-sided, or oppressive that no reasonable person would have agreed to it and no fair person would have offered it. Courts examine both procedural unconscionability (how the contract was formed, hidden terms, pressure, lack of choice) and substantive unconscionability (the terms themselves, grossly unfair pricing, one-sided penalties, or waiver of important rights).
In Practice
A moving company's contract includes a clause buried on page 8 in 6-point font: 'Customer waives all claims for damage to property and agrees that the maximum liability of the Company shall not exceed $50, regardless of the value of goods moved.' The customer doesn't notice the clause and signs. Their $50,000 piano is dropped and destroyed during the move. A court could find the clause unconscionable, both procedurally (hidden in fine print, no negotiation opportunity) and substantively ($50 cap for potentially unlimited damage). The clause could be struck, and the customer could recover full damages.
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