She is a defendant in the companion case, in which she testified she did not think he would take the chicken litter "for free." Page one ends with numbered paragraph 7 and the text appears to be in mid-sentence. The opposing motions for summary judgment in this case and those filed in companion Case No. He contends the contract was valid and enforceable. 11 Buyers moved for summary judgment, arguing there is no dispute about material facts, the contract is unconscionable as a matter of law, and that as a consequence of this unconscionability, all of Stoll's claims should be denied and judgment be entered in their favor. 10 Buyers answered and stated affirmative defenses and counter claims, including that the sales contract has merged into their deed filed February 18, 2005 without incorporation of the provision on chicken litter such that the provision can not run with the land; impossibility of performance due to Stoll's violations of concentrate feeding operations statutory provisions; unconscionability of the contract; fraud due to Stoll's failure to provide cost information despite their limited language skills; trespass; and damages for harm to a shed caused by Stoll's heavy equipment. Chicken litter referred to the leftover bedding and chicken manure. Set out the facts of the Stoll v. Xiong case. Carmichael v. Beller, 1996 OK 48, 2, 914 P.2d 1051, 1053. Seller shall have all rights to the litter for a period of 306 years for [sic] the date of closing. A few years before this contract, other property in the area sold for one thousand two hundred dollars an acre. 1976 OK 33, 23, 548 P.2d at 1020. This purchase price represents $2,000 per acre and $10,000 for the cost of an access road to be constructed to the property by Seller., The agreement also describes the property as a parcel which is, adjacent to the farm recently purchased by Shong Lee and Yer Xiong Lee,, 7 After the first growing cycle, Buyers de-caked. The trial court found the chicken litter clause was unconscionable as a matter of law. 9. "Although a trial court in making a decision on whether summary judgment is appropriate considers factual matters, the ultimate decision turns on purely legal determinations, i.e. The trial court found the chicken litter clause was unconscionable, granted Buyers' motion for summary judgment, denied Stoll's motion for summary judgment, and entered judgment in favor of Buyers on Stoll's petition. Applying these figures, the annual value of the litter from de-caking alone (i.e.,which does not include additional volumes of litter from a complete clean out) appears to range from roughly $7,200 to $15,000. Heres how to get more nuanced and relevant Phillips Machinery Company v. LeBond, Inc., 494 F.Supp. Stoll v. Xiong UNCONSCIONABLE CONTRACTS Chong Lor Xiong and his wife Mee Yang are purchasing property in US. Search over 120 million documents from over 100 countries including primary and secondary collections of legislation, case law, regulations, practical law, news, forms and contracts, books, journals, and more. Make your practice more effective and efficient with Casetexts legal research suite. 14 Stoll argues the trial court erred in finding the chicken litter clause was unconscionable as a matter of law, "by considering the fairness of the contract," and by considering "anything other than fraud, duress, undue influence, mistake, or illegality of the contract." 5 This prior agreement lists the purchase price as $120,000 and there is no provision for a road. Sign up for our free summaries and get the latest delivered directly to you. He claims the trial court should have recognized "the validity of the contract at issue" and granted him judgment as a matter of law. Brown v. Nicholson, 1997 OK 32, 5, 935 P.2d 319, 321. Unconscionability is directly related to fraud and deceit. He alleged Buyers had a prior version of their agreement which contained the same paragraph in dispute but did not attempt to have it translated or explained to them and they should not benefit by failing to take such steps or from their failure to read the agreement. Factual descriptions are somewhat confusing in some of parts of Stoll's motion due to a reliance upon his deposition taken in Stoll v. Lee, companion Case No. It has many times been used either by analogy or because it was felt to embody a generally accepted social attitude of fairness going beyond its statutory application to sales of goods. 107,879, and hearing was held on the motions in both cases on November 4, 2009. He also testified he had independent knowledge, due to having put shavings into ten houses eight weeks prior to his deposition on April 9, 2009, that a chicken house estate located in the same size as Buyers' houses took one semi load of shavings at a cost of $1,600 per load. They claim this demonstrates how unreasonably favorable to one party the chicken litter provisions are and how those provisions are "the personification of the kind of inequality and oppression that courts have found is the hallmark of unconscionability.". Private DEMYSTIFYING PUBLISHING CONTRACTS 6 Key Clauses Found in Commercial Contracts We agree such an analogy is helpful with this analysis. Uneonscionability is directly related to fraud and deceit. The equitable concept of unconscionability is meaningful only within the context of otherwise defined factors of onerous inequality, deception, and oppression. make, on the one hand, and which no fair and honest man would accept on the other." 10 Buyers answered and stated affirmative defenses and counter claims, including that the sales contract has merged into their deed filed February 18, 2005 without incorporation of the provision on chicken litter such that the provision can not run with the land; impossibility of performance due to Stoll's violations of concentrate feeding operations statutory provisions; unconscionability of the contract; fraud due to Stoll's failure to provide cost information despite their limited language skills; trespass; and damages for harm to a shed caused by Stoll's heavy equipment. 11 Buyers moved for summary judgment, arguing there is no dispute about material facts, the contract is unconscionable as a matter of law, and that as a consequence of this unconscionability, all of Stoll's claims should be denied and judgment be entered in their favor. Perry v. Green, 1970 OK 70, 468 P.2d 483. We just asked him to help us [sic] half of what the de-cake cost is, and he said no. We just asked him to help us [sic] half of what the de-cake cost is, and he said no. The basic test of unconscionability of a contract is whether under the circumstances existing at the time of making of the contract, and in light of the general commercial background and commercial need of a particular case, clauses are so one-sided as to oppress or unfairly surprise one of the parties. 15 In their motion for summary judgment, Buyers argued the contract was unconscionable and there is no "colorable argument that the contract was bargained for between informed parties." According to his petition, Stoll discovered Yang and Xiong were selling the chicken litter to others and the chicken litter shed was empty on or about March 24, 2009. "Although a trial court in making a decision on whether summary judgment is appropriate considers factual matters, the ultimate decision turns on purely legal determinations, i.e. Was the chicken litter clause in the land purchase contract unconscionable? 13 At hearing, the trial court commented: I've read this and reread this and reread this. 10 Buyers answered and stated affirmative defenses and counter claims, including that the sales contract has merged into their deed filed February 18, 2005 without incorporation of the provision on chicken litter such that the provision can not run with the land; impossibility of performance due to Stoll's violations of concentrate feeding operations statutory provisions; unconscionability of the contract; fraud due to Stoll's failure to provide cost information despite their limited language skills; trespass; and damages for harm to a shed caused by Stoll's heavy equipment. He contends the contract was valid and enforceable. He testified that one house de-caking of a house like those of Buyers yields about 20 tons of litter. He was unsure what damages he would sustain from not having the litter but had told people he would "have litter for sale, now it's not available." ACCEPT. The purchase price is described as "One Hundred Twenty Thousand Dollars ($130,000) [sic]. 5 According to Stoll, on November 8, 2004, Buyers signed a "preliminary" version of the contract which he did not execute, the contract terms at issue are the same as those in the executed January 1, 2005 contract, and they had time to have the disputed terms explained to them during the interim. If this transaction closes as anticipated, Buyers shall be obligated to construct a poultry litter shed on the property with a concrete floor measuring at least 43 feet by 80 feet. 6 On January 1, 2005, Buyers contracted 2 to purchase from Stoll as Seller a sixty. September 17, 2010. His access to chicken litter was denied in that case in late 2008. She did not then understand "when or what paperwork that we had signed with him giving him the rights to the litters.". After arriving in the United States, he attended an adult school for two years in St. Paul, Minnesota, where he learned to speak English and learned the alphabet. 17 "The question of unconscionability is one of law for the Court to decide." 107,879, as an interpreter. Quimbee has over 16,300 case briefs (and counting) keyed to 223 casebooks. 4 Xiong and Yang are husband and wife. We agree. As is recognized in Restatement (Second) of Contracts, 208, Comment a, (1981): We agree such an analogy is helpful with this analysis. whether one party is entitled to judgment as a matter of law because there are no material disputed factual questions." However, the interpreter didnt understand the litter provision. Loffland Brothers Company v. Overstreet, 1988 OK 60, 15, 758 P.2d 813, 817. 2. accident), Expand root word by any number of 1. 3. Yang didnt understand that signing the contract meant Stoll received the right to the litter. Thus, the court agreed with the defendants that no fair and honest person would propose, and no rational person would enter into, a contract containing a clause imposing a premium for land and which, without any consideration to them, imposed additional costs in the hundreds of thousands over a thirty-year period that both were unrelated to the land itself and exceeded the value of the land.
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