Business law

UCC Article 2 (Sales) and Article 2A (Leases) have adopted the equity doctrine of unconscionability. Under this doctrine, a court may determine as a matter of law that a contract is an unconscionable contract. To prove unconscionability, there must be proof that the parties had substantially unequal bar-gaining power, that the dominant party misused its power in contracting, and that it would be manifestly unfair or oppres-sive to enforce the contract. This sometimes happens where a dominant party uses a preprinted form contract and the terms of the contract are unfair or oppressive. If a court finds that a contract or any clause in a contract is unconscionable, the court may refuse to enforce the contract, it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result [UCC 2-302, 2A-108]. Unconscionability is sometimes found in a consumer lease if the consumer has been induced by unconscionable conduct to enter into the lease. The doctrine of unconscionability applies to online contracts as well as traditional contracts.

ethics Questions Does the fact that the term unconsciona-ble is somewhat vague serve any useful purpose? Does the doctrine of unconscionability encourage ethical behavior?