can i get help in this question please its over a court case. im supposed to explain the law of Unconscionably as decided by the court and then the facts leading up to contact being unfoceable, then if the doctone affect the freedom contract.
Appellee, Walker-Thomas Furniture Company, operates a retail furniture store in the District of Columbia. During the period from 1957 to 1962 each appellant in these cases purchased a number of household items from Walker-Thomas, for which payment was to be made in installments. The terms of each purchase were contained in a printed form contract which set forth the value of the purchased item and purported to lease the item to appellant for a stipulated monthly rent payment. The contract then provided, in substance, that title would remain in Walker-Thomas until the total of all the monthly payments made equaled the stated value of the item, at which time appellants could take title. In the event of a default in the payment of any monthly installment, Walker-Thomas could repossess the item.
2
The contract further provided that 'the amount of each periodical installment payment to be made by (purchaser) to the Company under this present lease shall be inclusive of and not in addition to the amount of each installment payment to be made by (purchaser) under such prior leases, bills or accounts; and all payments now and hereafter made by (purchaser) shall be credited pro rata on all outstanding leases, bills and accounts due the Company by (purchaser) at the time each such payment is made.' The effect of this rather obscure provision was to keep a balance due on every item purchased until the balance due on all items, whenever purchased, was liquidated. As a result, the debt incurred at the time of purchase of each item was secured by the right to repossess all the items previously purchased by the same purchaser, and each new item purchased automatically became subject to a security interest arising out of the previous dealings.
3
On May 12, 1962, appellant Thorne purchased an item described as a Daveno, three tables, and two lamps, having total stated value of $391.10. Shortly thereafter, he defaulted on his monthly payments and appellee sought to replevy all the items purchased since the first transaction in 1958. Similarly, on April 17, 1962, appellant Williams bought a stereo set of stated value of $514.95.1 She too defaulted shortly thereafter, and appellee sought to replevy all the items purchased since December, 1957. The Court of General Sessions granted judgment for appellee. The District of Columbia Court of Appeals affirmed, and we granted appellants' motion for leave to appeal to this court.
4
Appellants' principal contention, rejected by both the trial and the appellate courts below, is that these contracts, or at least some of them, are unconscionable and, hence, not enforceable. In its opinion in Williams v. Walker-Thomas Furniture Company, 198 A.2d 914, 916 (1964), the District of Columbia Court of Appeals explained its rejection of this contention as follows:
5
'Appellant's second argument presents a more serious question. The record reveals that prior to the last purchase appellant had reduced the balance in her account to $164. The last purchase, a stereo set, raised the balance due to $678. Significantly, at the time of this and the preceding purchases, appellee was aware of appellant's financial position. The reverse side of the stereo contract listed the name of appellant's social worker and her $218 monthly stipend from the government. Nevertheless, with full knowledge that appellant had to feed, clothe and support both herself and seven children on this amount, appellee sold her a $514 stereo set.
6
'We cannot condemn too strongly appellee's conduct. It raises serious questions of sharp practice and irresponsible business dealings. A review of the legislation in the District of Columbia affecting retail sales and the pertinent decisions of the highest court in this jurisdiction disclose, however, no ground upon which this court can declare the contracts in question contrary to public policy. We note that were the Maryland Retail Installment Sales Act, Art. 83 128-153, or its equivalent, in force in the District of Columbia, we could grant appellant appropriate relief. We think Congress should consider corrective legislation to protect the public from such exploitive contracts as were utilized in the case at bar.'
7
We do not agree that the court lacked the power to refuse enforcement to contracts found to be unconscionable. In other jurisdictions, it has been held as a matter of common law that unconscionable contracts are not enforceable.2 While no decision of this court so holding has been found, the notion that an unconscionable bargain should not be given full enforcement is by no means novel. In Scott v. United States, 79 U.S. (12 Wall.) 443, 445, 20 L.Ed. 438 (1870), the Supreme Court stated:
8
'* * * If a contract be unreasonable and unconscionable, but not void for fraud, a court of law will give to the party who sues for its breach damages, not according to its letter, but only such as he is equitably entitled to. * * *'3
9
Since we have never adopted or rejected such a rule,4 the question here presented is actually one of first impression.
10
Congress has recently enacted the Uniform Commercial Code, which specifically provides that the court may refuse to enforce a contract which it finds to be unconscionable at the time it was made. 28 D.C.CODE 2-302 (Supp. IV 1965). The enactment of this section, which occurred subsequent to the contracts here in suit, does not mean that the common law of the District of Columbia was otherwise at the time of enactment, nor does it preclude the court from adopting a similar rule in the exercise of its powers to develop the common law for the District of Columbia. In fact, in view of the absence of prior authority on the point, we consider the congressional adoption of 2-302 persuasive authority for following the rationale of the cases from which the section is explicitly derived.5 Accordingly, we hold that where the element of unconscionability is present at the time a contract is made, the contract should not be enforced.
11
Unconscionability has generally been recognized to include an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party.6 Whether a meaningful choice is present in a particular case can only be determined by consideration of all the circumstances surrounding the transaction. In many cases the meaningfulness of the choice is negated by a gross inequality of bargaining power.7 The manner in which the contract was entered is also relevant to this consideration. Did each party to the contract, considering his obvious education or lack of it, have a reasonable opportunity to understand the terms of the contract, or were the important terms hidden in a maze of fine print and minimized by deceptive sales practices? Ordinarily, one who signs an agreement without full knowledge of its terms might be held to assume the risk that he has entered a one-sided bargain.8 But when a party of little bargaining power, and hence little real choice, signs a commercially unreasonable contract with little or no knowledge of its terms, it is hardly likely that his consent, or even an objective manifestation of his consent, was ever given to all the terms. In such a case the usual rule that the terms of the agreement are not to be questioned9 should be abandoned and the court should consider whether the terms of the contract are so unfair that enforcement should be withheld.10
12
In determining reasonableness or fairness, the primary concern must be with the terms of the contract considered in light of the circumstances existing when the contract was made. The test is not simple, nor can it be mechanically applied. The terms are to be considered 'in the light of the general commercial background and the commercial needs of the particular trade or case.'11 Corbin suggests the test as being whether the terms are 'so extreme as to appear unconscionable according to the mores and business practices of the time and place.' 1 CORBIN, op. cit. supra Note 2.12 We think this formulation correctly states the test to be applied in those cases where no meaningful choice was exercised upon entering the contract.
13
Because the trial court and the appellate court did not feel that enforcement could be refused, no findings were made on the possible unconscionability of the contracts in these cases. Since the record is not sufficient for our deciding the issue as a matter of law, the cases must be remanded to the trial court for further proceedings.
DANAHER, Circuit Judge (dissenting):
15
The District of Columbia Court of Appeals obviously was as unhappy about the situation here presented as any of us can possibly be. Its opinion in the Williams case, quoted in the majority text, concludes: 'We think Congress should consider corrective legislation to protect the public from such exploitive contracts as were utilized in the case at bar.'
16
My view is thus summed up by an able court which made no finding that there had actually been sharp practice. Rather the appellant seems to have known precisely where she stood.
17
There are many aspects of public policy here involved. What is a luxury to some may seem an outright necessity to others. Is public oversight to be required of the expenditures of relief funds? A washing machine, e.g., in the hands of a relief client might become a fruitful source of income. Many relief clients may well need credit, and certain business establishments will take long chances on the sale of items, expecting their pricing policies will afford a degree of protection commensurate with the risk. Perhaps a remedy when necessary will be found within the provisions of the 'Loan Shark' law, D.C.CODE 26-601 et seq. (1961).
18
I mention such matters only to emphasize the desirability of a cautious approach to any such problem, particularly since the law for so long has allowed parties such great latitude in making their own contracts. I dare say there must annually be thousands upon thousands of installment credit transactions in this jurisdiction, and one can only speculate as to the effect the decision in these cases will have.1
19
I join the District of Columbia Court of Appeals in its disposition of the issues.
1
At the time of this purchase her account showed a balance of $164 still owing from her prior purchases. The total of all the purchases made over the years in question came to $1,800. The total payments amounted to $1,400
2
Campbell Soup Co. v. Wentz, 3 Cir., 172 F.2d 80 (1948); Indianapolis Morris Plan Corporation v. Sparks, 132 Ind.App. 145, 172 N.E.2d 899 (1961); Henningsen v. Bloomfield Motors, Inc., 32 N.J. 358, 161 A.2d 69, 84-96, 75 A.L.R.2d 1 (1960). Cf. 1 CORBIN, CONTRACTS 128 (1963)
3
See Luing v. Peterson, 143 Minn. 6, 172 N.W. 692 (1919); Greer v. Tweed, N.Y.C.P., 13 Abb.Pr., N.S., 427 (1872); Schnell v. Nell, 17 Ind. 29 (1861); and see generally the discussion of the English authorities in Hume v. United States, 132 U.S. 406, 10 S.Ct. 134, 33 L.Ed. 393 (1889)
4
While some of the statements in the court's opinion in District of Columbia v. Harlan & Hollingsworth Co., 30 App.D.C. 270 (1908), may appear to reject the rule, in reaching its decision upholding the liquidated damages clause in that case the court considered the circumstances existing at the time the contract was made, see 30 App.D.C. at 279, and applied the usual rule on liquidated damages. See 5 CORBIN, CONTRACTS 1054-1075 (1964); Note, 72 YALE L.J. 723, 746-755 (1963). Compare Jaeger v. O'Donoghue, 57 App.D.C. 191, 18 F.2d 1013 (1927)
5
See Comment, 2-302, Uniform Commercial Code (1962). Compare Note, 45 VA.L.REV. 583, 590 (1959), where it is predicted that the rule of 2-302 will be followed by analogy in cases which involve contracts not specifically covered by the section. Cf. 1 STATE OF NEW YORK LAW REVISION COMMISSION, REPORT AND RECORD OF HEARINGS ON THE UNIFORM COMMERCIAL CODE 108-110 (1954) (remarks of Professor Llewellyn)
6
See Henningsen v. Bloomfield Motors, Inc., supra Note 2; Campbell Soup Co. v. Wentz, supra Note 2
7
See Henningsen v. Bloomfield Motors, Inc., supra Note 2, 161 A.2d at 86, and authorities there cited. Inquiry into the relative bargaining power of the two parties is not an inquiry wholly divorced from the general question of unconscionability, since a one-sided bargain is itself evidence of the inequality of the bargaining parties. This fact was vaguely recognized in the common law doctrine of intrinsic fraud, that is, fraud which can be presumed from the grossly unfair nature of the terms of the contract. See the oft-quoted statement of Lord Hardwicke in Earl of Chesterfield v. Janssen, 28 Eng. Rep. 82, 100 (1751):
'* * * (Fraud) may be apparent from the intrinsic nature and subject of the bargain itself; such as no man in his senses and not under delusion would make * * *.'
And cf. Hume v. United States, supra Note 3, 132 U.S. at 413, 10 S.Ct. at 137, where the Court characterized the English cases as 'cases in which one party took advantage of the other's ignorance of arithmetic to impose upon him, and the fraud was apparent from the face of the contracts.' See also Greer v. Tweed, supra Note 3.
8
See RESTATEMENT, CONTRACTS 70 (1932); Note, 63 HARV.L.REV. 494 (1950). See also Daley v. People's Building, Loan & Savings Ass'n, 178 Mass. 13, 59 N.E. 452, 453 (1901), in which Mr. Justice Holmes, while sitting on the Supreme Judicial Court of Massachusetts, made this observation:
'* * * Courts are less and less disposed to interfere with parties making such contracts as they choose, so long as they interfere with no one's welfare but their own. * * * It will be understood that we are speaking of parties standing in an equal position where neither has any oppressive advantage or power * * *.'
9
This rule has never been without exception. In cases involving merely the transfer of unequal amounts of the same commodity, the courts have held the bargain unenforceable for the reason that 'in such a case, it is clear, that the law cannot indulge in the presumption of equivalence between the consideration and the promise.' 1 WILLISTON, CONTRACTS 115 (3d ed. 1957)
10
See the general discussion of 'Boiler-Plate Agreements' in LLEWELLYN, THE COMMON LAW TRADITION 362-371 (1960)
11
Comment, Uniform Commercial Code 2-307
12
See Henningsen v. Bloomfield Motors, Inc., supra Note 2; Mandel v. Liebman, 303 N.Y. 88, 100 N.E.2d 149 (1951). The traditional test as stated in Greer v. Tweed, supra Note 3, 13 Abb.Pr.,N.S., at 429, is 'such as no man in his senses and not under delusion would make on the one hand, and as no honest or fair man would accept, on the other.'
V. 18 A.LR.3d 1297, 121 U.S.App.D.C. 315, 2 UCC Rep. Serv. 955 Ora Lee WILLIAMS, Appellant, WALKER-THOMAS FURNITURE COMPANY, Appellee. William THORNE et al., Appellants WALKER-THOMAS FURNITURE COMPANY, Appellee. Nos. 1860.4, 18605 United States Court of Appeals District of Columbia Circuit. Argued April 9, 1965 Decided Aug. 11.1965 y Meme Dot Washington DC counsel for pain 18.605, w for all posts MIL Carry, Washington, DC for pollutina Mi Harry Wag for spoel M. Card Appointed by the courth, Wington DC for ALOR DAAR WUCHT SKILLY WRIGHT, Oscuit de Apple Walk Thomas Perniture Company real furniture store in the latrict of Columbia. During the period from 20 to you ach appellant porch berhold. From Waleman, for home to be made in intalneste. The terms of each purchase wel in a proied for controlled forth the Chudnedamend purpunted to the item appellant for them. There there is that it will remain in Walker Mom Bolo de monthly menu male equaled the stand value the item, which appellants could be it in the set of a default in the perment of any methy Waller Thorpe The cotton provided when the periodical install payment to be made by to the Company under the shall be incluso ition to the norteach installment payment to be made by (pure priores and all payment and bere made by (parcelhalle crederosotanding dents due the Company by purchase the time when the effect of the herobre prown westop Delanceyem till the balance one partie the let at the time of pure cache secured by Where to repousal the previously had the corpore, che importatically became aurity interving out of the previous On May 12, 1960, appellant Thorne purchased an item described as a Duveno, three tables, and two lamps, having total stated value of $39.10. Shortly thereafter, be defaulted on his monthly payments and appelle sought to replay all the items purchased since the fint transaction in 1958. Similarly, on April 17. 1962, appellant Williams bought a stereo set of stated value of $544,05. She too defaulted shortly thereafter, and appelle sought to replevy all the items purchased since December, 1959. The Court of General Sections granted judgment for appellere. The District of Columbia Court of Appeals affirme, and we granted appellants motion for leave to appeal to thin court Appellants principal contention, rejected by both the trial and the appellate courts below, is that these contract, or at least some of them, are unconscionable and hence, not enforceable. In its opinion in William Walker Thomas Furniture Company, 198 A 014916 (1904), the District of Columbia Court of Appeals explained its rejection of this contention as follow 'Appellant'econda mempesents a more serious question. The record reveals that prior to the last purchase appellant had reduced the balance in her account to $164. The last purchase stereo elled the balance due to 5678. Significantly, at the time of this and the preceding purchases appelle was ware of appellant's financial position. The rene side of the stereo contract listed the name of appellan's social worker and her $18 monthly stipend from the government. Nevertheless, with full knowledge that appellant had to feed, clothe and support both herself and children on this amount wppelle solder $544 Mer set We cannot condemn too strongly appelle's conduct. It les roquestions of sharpente Andresponsible business dealings. Arview of the legislation in the District of Colombia affecting till sales and the perinteisions of the highest court in the red to dielowever, to ground upon which the court declare the contro le question contrary to publie policy We note that were the Maryland Retele tolliment Sales M. Art. 153. sequivalent in force in the District of Columbia, we could grant appellent appropriate relief. We think Congress should consider corrective legislation to protect the public from the exploite contracts as were utilized in the case ata We do the the court locked the power to refuse toforcement to contracts found to be consibles other jurisdiction, it has been dels mater of common law that concentrare not endorona While to dedion of this count o bobing his befol.the otion that an unconscionable bargain hold not been full enforcement is by Del In Seatty, United States US Wall) 41.445.L.L. 48(1870), the Supreme Court sted contract de coroanablu and unconsonable, but not vold mod court of law will be to the party whose for changes to conting to lie latter, but only the belgitally, Since we have never adopted or rejected vachevole. the ention here permited is actually one of first impression, Conseil enacted the Uniform Code, while specifically provides that the court may refuse to enforce a contract which it finds to be concionable at the time mal, DC.CODE30 (Supp. IV 1941. Theatment of this section, which occurred but to the contracts here it wit does not mean that the common law of the District of Columbia was therwise the time ofenactme, nor does it preclude the court from adopting rule in the course of its powers to develop the common low for the District of Colum, in factin view of the absence of prior writy on the point, we consider the congresonal option of -302 pashe authority for following the rationale of the cases from which the motion it explicitly derived. Accordingly, we hold that where the clement of conability la present at the time contract de made, the contract should not be enforced. Uncomionability as generally been recorred to include an be of meaningful cholen ihe part of one of the parties together with contractem which are unreasonably able to the other party Whither a mangocholte in a partirse en cely be determined by consideration of all the circles surrounding the ration, In many the of the choice feed by one legality obaraining power. Theme in which the contendered is olevant to this consideration. Dideach party to the controlering holi education of lack of, have some opportunity to understand the term of the contract, or were the importantes hidden in a man of lineprint and milmed by decrease practice Ordinarily one who can get without all knowledge of its termicht beled to me the risk that he has entered traded burgi Mut when party of little barining power and cele reali commercial contrat with title or be noted profits term, it is hardly likely that his conte en bit manifestation of his content were to all the terms. In such a che there that the file creement are not to be mood should be abandoned and the course whether the mid the core faithforcement should be withhelde In determining reasonableness or faimes, the primary concern must be with the terms of the contract considered in light of the circumstances existing when the contract was made. The test is so simple, tor can be mechanically applied. The terms are to be considered in the light of the general commercial background and the commercial needs of the particular trade or casei Corbin suggests the test is being whether the terms are so extreme as to appear unconscionable according to the more and business practions of the time and place. CORBIN, op. cit. supra Note 3: We think this formulation correctly states the test to be applied in those cases where no meaningful choice will exercised upon entering the contract Because the trial court and the appellate court did not feel that enforcement could be refused, no findings were made on the possible unconscionability of the contracts in these cases, Since the record is not allicient for our deciding the leas a matter of low the ces must be remanded to the trial court for further proceedings So ordered DANAHER, Crest Jose (dissentiek The District of Columbia Court of Appeals obviously was as unhappy about the situation here presented any of us can possibly be. Ils opinion in the Willium case, quoted in the majority text, conclude 'We think Congress should consider corrective legislation to protect the public from such exploitive contracts were utilized in the case shar! My view to this wanned up by an able court which made to finding that there had actually been sharp practice. Rather tlfe appellant woms to hirve known precisely where she stood. There are many aspects of public policy here involved. What is a lexury to some may seem an outright necessity to others. Is public wicht to be required of the expenditures of relief funds A washing machine in the hands of a releellent might become a fruthi sure of income. Many relief clients may well need credit, and certain be establishments will take long chances on the sale of items, expecting the pricing policies will afford a degree of protection Consulate with the risk Perhaps a remedy when necessary will be found within the provisions file Sharkaw, DCCODE 26-6 (1961) I mention such matters only to emphasize the desirability of a cautious approach to any such problem, particularly since the law for so long has allowed parties such great latitude in making their own contra desay there was annually be thousands upon thousands of installment credit transactions in the jurisdiction, and one can only speculate as to the effect the decisionin these will have 1 join the District of Columbia Court of Appeal ini disition of these of purchaber med beef 104 in prepara The of all the purchase the site. The top 400 Computadores Carports and Ap. 45 NEC Herv. Bold Moore, 15. AN 6.SALLE (1000 CCOUSIN CONTRACTS La Montero, NYC., Bell Molt codi and won the dinner aglah other in Humewe 40, 8001 We meet the chemical opport the role, rachidedesche des that can hear the chemicand the role indata cama CORDE CONTACTO YALE MODO APOD.COM Summer VALLEY 583, when that there will be ich CLITATE OF NEW YORK LAWSON COMMISSION REPORT AND RECOIL OF HEARTS ON THE TH See Laing, Minna N.W.62 (tok Groer w Twoed, NYCP. 13 Abb.P. N.5.427 (1872Schneil v. Kell 17 Ind. 19 (1861und se generally the discussions of the English authorities in lumev. United States, 133 US.406,10 Su 11.3 LED 393 (1889) While meel the statement in the count's opinion in District of Columbia v. Harlan Hollworth 30 App.D.C.170 (1908) may appear treet the rule, in teaching ita deciso upholding the liquidated damage in that came the court comitered the circumstance existing at the time the cold wat made, 30 App DC 7, and applied the usual rule on liquidated damages CORRIN, CONTRACTS 1053 (960) Note, ya YALELI.723,346-755 (1960). Compare Jog. O'Donoghue, 57 App DC. 19,18 P.ad 1033 (1977) Se Content, wo Uniform Commercial Code (1962). Compare Noe. 15 VAL. REV. 583.500 (1958), where it is predicted that the role of -302 will be followed by analogy in cases which involve contracts not specifically covered by the section. CL. STATE OF NEW YORK LAW REVISION COMMISSION, REPORT AND RECORD OF HEARINGS ON THE UNIPOEM COMMERCIAL CODE 106-110 (1954 (remarks of Lewe See Henning Bloomfield Motors, Inc. proto u; Campbell Bon Ch. Wents, totea See Henninn Woonfeeton, Inc., suprato, 16 MMS, and whether died. Inquiry into the relative bargain power of the two parties in an inquiry wholly divered from the en question of concility, incessided unit of the inpulity of the brain parties. The act wax vapely recognised in the common law doctrine of intrinsic freed, that Iride med from the ruly until nature of the terms of the contract. See the statement of Lord Handwicinal Chef Jan, Rep. 100 (1750 od may be appar from the interature and the begin a mannen under fanion would make Aune ... 13.08337, where the couchared the home is which one party took avantage of the other one of arithmetle to I him.in the red pieces. Twee STATEMENT CONTRATA. HARVA See albulay. People Holding Consoring Martin, 170 Mon, 10.90...45013 (100), in which Mr. Tutkie Bolmen, while Mad made sobre defe will partido content contre le bonhey were will be one who want this will wondented that wereling ating where the basenyewe lebih meminta the same comedy, the chance the large for month delowanie webwerwe ended the WILLION CONTACTO Matem LLEWELYN THE COMMON LAW TRADITION) Commit, me in the Minim03 NYLON.L. Those red 13 AM Hindi land is now would pray plate what came IV di ventily V. 18 A.LR.3d 1297, 121 U.S.App.D.C. 315, 2 UCC Rep. Serv. 955 Ora Lee WILLIAMS, Appellant, WALKER-THOMAS FURNITURE COMPANY, Appellee. William THORNE et al., Appellants WALKER-THOMAS FURNITURE COMPANY, Appellee. Nos. 1860.4, 18605 United States Court of Appeals District of Columbia Circuit. Argued April 9, 1965 Decided Aug. 11.1965 y Meme Dot Washington DC counsel for pain 18.605, w for all posts MIL Carry, Washington, DC for pollutina Mi Harry Wag for spoel M. Card Appointed by the courth, Wington DC for ALOR DAAR WUCHT SKILLY WRIGHT, Oscuit de Apple Walk Thomas Perniture Company real furniture store in the latrict of Columbia. During the period from 20 to you ach appellant porch berhold. From Waleman, for home to be made in intalneste. The terms of each purchase wel in a proied for controlled forth the Chudnedamend purpunted to the item appellant for them. There there is that it will remain in Walker Mom Bolo de monthly menu male equaled the stand value the item, which appellants could be it in the set of a default in the perment of any methy Waller Thorpe The cotton provided when the periodical install payment to be made by to the Company under the shall be incluso ition to the norteach installment payment to be made by (pure priores and all payment and bere made by (parcelhalle crederosotanding dents due the Company by purchase the time when the effect of the herobre prown westop Delanceyem till the balance one partie the let at the time of pure cache secured by Where to repousal the previously had the corpore, che importatically became aurity interving out of the previous On May 12, 1960, appellant Thorne purchased an item described as a Duveno, three tables, and two lamps, having total stated value of $39.10. Shortly thereafter, be defaulted on his monthly payments and appelle sought to replay all the items purchased since the fint transaction in 1958. Similarly, on April 17. 1962, appellant Williams bought a stereo set of stated value of $544,05. She too defaulted shortly thereafter, and appelle sought to replevy all the items purchased since December, 1959. The Court of General Sections granted judgment for appellere. The District of Columbia Court of Appeals affirme, and we granted appellants motion for leave to appeal to thin court Appellants principal contention, rejected by both the trial and the appellate courts below, is that these contract, or at least some of them, are unconscionable and hence, not enforceable. In its opinion in William Walker Thomas Furniture Company, 198 A 014916 (1904), the District of Columbia Court of Appeals explained its rejection of this contention as follow 'Appellant'econda mempesents a more serious question. The record reveals that prior to the last purchase appellant had reduced the balance in her account to $164. The last purchase stereo elled the balance due to 5678. Significantly, at the time of this and the preceding purchases appelle was ware of appellant's financial position. The rene side of the stereo contract listed the name of appellan's social worker and her $18 monthly stipend from the government. Nevertheless, with full knowledge that appellant had to feed, clothe and support both herself and children on this amount wppelle solder $544 Mer set We cannot condemn too strongly appelle's conduct. It les roquestions of sharpente Andresponsible business dealings. Arview of the legislation in the District of Colombia affecting till sales and the perinteisions of the highest court in the red to dielowever, to ground upon which the court declare the contro le question contrary to publie policy We note that were the Maryland Retele tolliment Sales M. Art. 153. sequivalent in force in the District of Columbia, we could grant appellent appropriate relief. We think Congress should consider corrective legislation to protect the public from the exploite contracts as were utilized in the case ata We do the the court locked the power to refuse toforcement to contracts found to be consibles other jurisdiction, it has been dels mater of common law that concentrare not endorona While to dedion of this count o bobing his befol.the otion that an unconscionable bargain hold not been full enforcement is by Del In Seatty, United States US Wall) 41.445.L.L. 48(1870), the Supreme Court sted contract de coroanablu and unconsonable, but not vold mod court of law will be to the party whose for changes to conting to lie latter, but only the belgitally, Since we have never adopted or rejected vachevole. the ention here permited is actually one of first impression, Conseil enacted the Uniform Code, while specifically provides that the court may refuse to enforce a contract which it finds to be concionable at the time mal, DC.CODE30 (Supp. IV 1941. Theatment of this section, which occurred but to the contracts here it wit does not mean that the common law of the District of Columbia was therwise the time ofenactme, nor does it preclude the court from adopting rule in the course of its powers to develop the common low for the District of Colum, in factin view of the absence of prior writy on the point, we consider the congresonal option of -302 pashe authority for following the rationale of the cases from which the motion it explicitly derived. Accordingly, we hold that where the clement of conability la present at the time contract de made, the contract should not be enforced. Uncomionability as generally been recorred to include an be of meaningful cholen ihe part of one of the parties together with contractem which are unreasonably able to the other party Whither a mangocholte in a partirse en cely be determined by consideration of all the circles surrounding the ration, In many the of the choice feed by one legality obaraining power. Theme in which the contendered is olevant to this consideration. Dideach party to the controlering holi education of lack of, have some opportunity to understand the term of the contract, or were the importantes hidden in a man of lineprint and milmed by decrease practice Ordinarily one who can get without all knowledge of its termicht beled to me the risk that he has entered traded burgi Mut when party of little barining power and cele reali commercial contrat with title or be noted profits term, it is hardly likely that his conte en bit manifestation of his content were to all the terms. In such a che there that the file creement are not to be mood should be abandoned and the course whether the mid the core faithforcement should be withhelde In determining reasonableness or faimes, the primary concern must be with the terms of the contract considered in light of the circumstances existing when the contract was made. The test is so simple, tor can be mechanically applied. The terms are to be considered in the light of the general commercial background and the commercial needs of the particular trade or casei Corbin suggests the test is being whether the terms are so extreme as to appear unconscionable according to the more and business practions of the time and place. CORBIN, op. cit. supra Note 3: We think this formulation correctly states the test to be applied in those cases where no meaningful choice will exercised upon entering the contract Because the trial court and the appellate court did not feel that enforcement could be refused, no findings were made on the possible unconscionability of the contracts in these cases, Since the record is not allicient for our deciding the leas a matter of low the ces must be remanded to the trial court for further proceedings So ordered DANAHER, Crest Jose (dissentiek The District of Columbia Court of Appeals obviously was as unhappy about the situation here presented any of us can possibly be. Ils opinion in the Willium case, quoted in the majority text, conclude 'We think Congress should consider corrective legislation to protect the public from such exploitive contracts were utilized in the case shar! My view to this wanned up by an able court which made to finding that there had actually been sharp practice. Rather tlfe appellant woms to hirve known precisely where she stood. There are many aspects of public policy here involved. What is a lexury to some may seem an outright necessity to others. Is public wicht to be required of the expenditures of relief funds A washing machine in the hands of a releellent might become a fruthi sure of income. Many relief clients may well need credit, and certain be establishments will take long chances on the sale of items, expecting the pricing policies will afford a degree of protection Consulate with the risk Perhaps a remedy when necessary will be found within the provisions file Sharkaw, DCCODE 26-6 (1961) I mention such matters only to emphasize the desirability of a cautious approach to any such problem, particularly since the law for so long has allowed parties such great latitude in making their own contra desay there was annually be thousands upon thousands of installment credit transactions in the jurisdiction, and one can only speculate as to the effect the decisionin these will have 1 join the District of Columbia Court of Appeal ini disition of these of purchaber med beef 104 in prepara The of all the purchase the site. The top 400 Computadores Carports and Ap. 45 NEC Herv. Bold Moore, 15. AN 6.SALLE (1000 CCOUSIN CONTRACTS La Montero, NYC., Bell Molt codi and won the dinner aglah other in Humewe 40, 8001 We meet the chemical opport the role, rachidedesche des that can hear the chemicand the role indata cama CORDE CONTACTO YALE MODO APOD.COM Summer VALLEY 583, when that there will be ich CLITATE OF NEW YORK LAWSON COMMISSION REPORT AND RECOIL OF HEARTS ON THE TH See Laing, Minna N.W.62 (tok Groer w Twoed, NYCP. 13 Abb.P. N.5.427 (1872Schneil v. Kell 17 Ind. 19 (1861und se generally the discussions of the English authorities in lumev. United States, 133 US.406,10 Su 11.3 LED 393 (1889) While meel the statement in the count's opinion in District of Columbia v. Harlan Hollworth 30 App.D.C.170 (1908) may appear treet the rule, in teaching ita deciso upholding the liquidated damage in that came the court comitered the circumstance existing at the time the cold wat made, 30 App DC 7, and applied the usual rule on liquidated damages CORRIN, CONTRACTS 1053 (960) Note, ya YALELI.723,346-755 (1960). Compare Jog. O'Donoghue, 57 App DC. 19,18 P.ad 1033 (1977) Se Content, wo Uniform Commercial Code (1962). Compare Noe. 15 VAL. REV. 583.500 (1958), where it is predicted that the role of -302 will be followed by analogy in cases which involve contracts not specifically covered by the section. CL. STATE OF NEW YORK LAW REVISION COMMISSION, REPORT AND RECORD OF HEARINGS ON THE UNIPOEM COMMERCIAL CODE 106-110 (1954 (remarks of Lewe See Henning Bloomfield Motors, Inc. proto u; Campbell Bon Ch. Wents, totea See Henninn Woonfeeton, Inc., suprato, 16 MMS, and whether died. Inquiry into the relative bargain power of the two parties in an inquiry wholly divered from the en question of concility, incessided unit of the inpulity of the brain parties. The act wax vapely recognised in the common law doctrine of intrinsic freed, that Iride med from the ruly until nature of the terms of the contract. See the statement of Lord Handwicinal Chef Jan, Rep. 100 (1750 od may be appar from the interature and the begin a mannen under fanion would make Aune ... 13.08337, where the couchared the home is which one party took avantage of the other one of arithmetle to I him.in the red pieces. Twee STATEMENT CONTRATA. HARVA See albulay. People Holding Consoring Martin, 170 Mon, 10.90...45013 (100), in which Mr. Tutkie Bolmen, while Mad made sobre defe will partido content contre le bonhey were will be one who want this will wondented that wereling ating where the basenyewe lebih meminta the same comedy, the chance the large for month delowanie webwerwe ended the WILLION CONTACTO Matem LLEWELYN THE COMMON LAW TRADITION) Commit, me in the Minim03 NYLON.L. Those red 13 AM Hindi land is now would pray plate what came IV di ventily
