1. Buyers responded, arguing their illiteracy forced them to rely upon representations made to them and the interpreter available to them, Xiong's sister, explained the land purchase price but did not herself understand the meaning of the chicken litter paragraph. An unconscionable contract is one which no person in his senses, not under delusion would make, on the one hand, and which no fair and honest person would accept on the other. Opinion by Wm. As the Oklahoma Court of Civil Appeals once noted, "[a]n unconscionable contract is one which no person in, The question of unconscionability is one of law for the Court to decide. Stoll v. Chong Lor Xiong, 241 P.3d, Full title:Ronald STOLL, Plaintiff/Appellant, v. CHONG LOR XIONG and Mee Yang. Phillips Machinery Company v. LeBlond, Inc., 494 F.Supp. STOLL v. XIONG Important Paras The equitable concept of uneonscionability is meaningful only within the context of otherwise defined factors of onerous inequality, deception and oppression. Mark D. Antinoro, Taylor, Burrage Law Firm, Claremore, OK, for Defendants/Appellees. She is a defendant in the companion case, in which she testified she did not think he would take the chicken litter "for free." that we had to understand that we had signed over the litter to him., when or what paperwork that we had signed with him giving him the rights to the litters.. 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." #8 Stoll v. Chong Lor Xiong and Mee Yang, 241 P.3d 301 (Oklahoma, 2010) Stoll, a property owner, entered into a land installment contract in 2005 to sell 60 acres of constructed by Stoll. Their poor English leads them to oversee a provision in the contract stating that they are to also deliver to Stoll (seller) for 30 years the litter from chicken houses that the Buyers had on the property so that Stoll can sell the 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." Unconscionability is directly related to fraud and deceit. A few years before this contract, other property in the area sold for one thousand two hundred dollars an acre. 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. 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. C. HETHERINGTON, JR., Judge. Super Glue Corp. v. Avis Rent A Car System, Inc. Get full access FREE With a 7-Day free trial membership Here's why 618,000 law students have relied on our key terms: A complete online legal dictionary of law terms and legal definitions; Get free summaries of new Oklahoma Court of Civil Appeals opinions delivered to your inbox! She testified Stoll told her that we had to understand that we had signed over the litter to him. She did not then understand when or what paperwork that we had signed with him giving him the rights to the litters.. Her subsequent education consists of a six-month adult school program after her arrival in the United States. The buyers of a chicken farm ended up in court over one such foul contract in Stoll versus Xiong.Chong Lor Xiong spoke some English. They request reformation of the contract or a finding the contract is invalid. 1. 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. 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. All inferences and conclusions to be drawn from the evidentiary materials must be viewed in a light most favorable to Plaintiff. The three-page Agreement to Sell Real Estate appears to be missing a page. Effectively, Stoll either made himself a partner in their business for no consideration or he would receive almost double to way over double the purchase price for his land over thirty years. Afterwards, the bedding shavings are replenished for the next flock to a level set by Simmons' contract. Yang testified: I don't know if he's supposed to get the chicken litter free or not. Discuss the court decision in this case. 1 Ronald Stoll appeals a judgment finding a clause in his contract with Chong Lor Xiong and Mee Yang (collectively, Buyers) unconscionable. Plaintiffs petition claimed that defendants breached their contract with him by attempting to sell their chicken litter to someone else and asked for specific performance and a temporary injunction to prevent any sales to third-parties. CASE 9.6 Stoll v. Xiong 9. Prior to coming to the United States, Xiong, who is from Laos, became a refugee due to the Vietnam War. We affirm the trial court's findings the contract paragraph supporting Stoll's claim is unconscionable and Buyers were entitled to judgment in their favor as a matter of law. OFFICE HOURS: By appointment only and before/after class (limited). Sign up for our free summaries and get the latest delivered directly to you. Unconscionability has generally been recognized to include an absence of meaningful choice on the part of one of the parties, together with contractual terms which are unreasonably favorable to the other party. 2 When addressing a claim that summary adjudication was inappropriate, we must examine the pleadings, depositions, affidavits and other evidentiary materials submitted by the parties and affirm if there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law. 107879, and hearing was held on the motions in both cases on November 4, 2009. Prior to coming to the United States, Xiong, who is from Laos, became a refugee due to the Vietnam War. 13 At hearing, the trial court commented: I've read this and reread this and reread this. He contends the contract was valid and enforceable. As is recognized in Restatement (Second) of Contracts, 208, Comment a, (1981): Uniform Commercial Code 2-302 is literally inapplicable to contracts not involving the sale of goods, but it has proven very influential in non-sales cases. Section 2-302 provides: (1) If the court as a matter of law finds the contract or any clause 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, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result. When they bought a chicken farm next door to Xiong's sister and her husband, seller Ronald Stoll (plaintiff) gave them a preliminary contract to review that specified a price of $2,000 per acre. However, at her own deposition, Ms. Lee was herself assisted by an interpreter. Brown v. Nicholson, 1997 OK 32, 5, 935 P.2d 319, 321. Buyers shall place the litter from their poultry houses in the litter shed at the end of the growing cycle. The actual price Buyers will pay under the paragraph Stoll included in the land sale contract is so gross as to shock the conscience.". Here, a nearly reverse situation exists in that the consideration actually to be paid under the contract far exceeds that stated. 2 The three-page Agreement to Sell Real Estate appears to be missing a page. 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. 9 Stoll's petition claims Buyers breached their contract with him by attempting to sell their chicken litter to someone else and asks for specific performance and a temporary injunction to prevent any sales to third-parties. 107,880. Ross By and Through Ross v. City of Shawnee, 1984 OK 43, 683 P.2d 535. "Ordinarily the mere inadequacy of consideration is not sufficient ground, in itself, to justify a court in canceling a deed, yet where the inadequacy of the consideration was so gross as to shock the conscience, and the grantor was feeble-minded and unable to understand the nature of his contract, a strong presumption of fraud arises, and unless it is successfully rebutted, a court of equity will set aside the deed so obtained." He contends the contract was valid and enforceable. He alleged Buyers. And to be real honest with you, I can't think of one. 10th Circuit. Like in Fickel, the actual price is so gross as to shock the conscience. 4 His suit against Buyers was filed the next day. 1999) Howe v. Palmer 956 N.E.2d 249 (2011) United States Life Insurance Company v. Wilson 18 A.3d 110 (2011) Wucherpfennig v. Dooley 351 N.W.2d 443 (1984) Lamps Plus, Inc. v. Varela Here, a nearly reverse situation exists in that the consideration actually to be paid under the contract far exceeds that stated. Nantz v. Nantz, 1988 OK 9, 10, 749 P.2d 1137, 1140. Supreme Court of Michigan. Under Stoll's interpretation of paragraph 10 (which was his "idea"), the land sale contract is onerous to one side of the contracting parties while solely benefitting the other, and the parties to be surcharged with the extra expense were, due to language and education, unable to understand the nature of the contract. Compare with Westlaw Opinion No. You can explore additional available newsletters here. 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 the same size as Buyers' houses took one semi load of shavings at a cost of $1,600 per load. Make your practice more effective and efficient with Casetexts legal research suite. Loffland Brothers Company v. Overstreet, 1988 OK 60, 15, 758 P.2d 813, 817. He claims the trial court should have recognized "the validity of the contract at issue" and granted him judgment as a matter of law. And I have tried to think of an example that I think was more unconscionable than the situation than (sic) I find to have been here as far as that clause. 4 Xiong and Yang are husband and wife. Yang is a Hmong immigrant from Laos.1 She received no education in Laos and her subsequent education consists of a six month "adult school" program after her arrival in 1985 in the United States at age 19. 8 Xiong testified that in February of 2009 he had traded the chicken litter from the first complete clean out of their six houses for shavings. 1 Ronald Stoll appeals a judgment finding a clause in his contract with Chong Lor Xiong and Mee Yang (collectively, Buyers) unconscionable. Opinion by WM. The Court went on to note: The equitable concept of unconscionability is meaningful only within the context of otherwise defined factors of onerous inequality, deception and oppression. accident), Expand root word by any number of In opposition to defendant's motion on this issue, plaintiff alleges, "GR has shown the settlement was unconscio.. Midfirst Bank v. Safeguard Props., LLC, Case No. He testified he understands some spoken English but can only read a couple written words. 17 "The question of unconscionability is one of law for the Court to decide." . The trial court found the chicken litter clause in the land purchase contract unconscionable as a matter of law and entered judgment in Buyers' favor. Under Stoll's interpretation of paragraph 10 (which was his "idea"), the land sale contract is onerous to one side of the contracting parties while solely benefitting the other, and the parties to be surcharged with the extra expense were, due to language and education, unable to understand the nature of the contract. Defendant did not then understand when or what paperwork they had signed with him giving him the rights to the litters. 1971 1-101[ 14A-1-101], et seq., found that "[a]n unconscionable contract is one which no person in his senses, not under delusion would make, on the one hand, and which no fair and honest man would accept on the other." Released for Publication by Order of the Court of Civil Appeals of Oklahoma, Division No. Her deposition testimony was taken using Yer Lee, a defendant in companion Case No. CIV-17-231-D United States United States District Courts. Stoll filed a breach-of-contract claim against the buyers. "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. Eddie L. Carr, Christopher D. Wolek, Oliver L. Smith, Gibbs Armstrong Borochoff Mullican & Hart, P.C., Tulsa, OK, for Plaintiff/Appellant. No. We agree such an analogy is helpful with this analysis. He contends the contract was valid and enforceable. They request reformation of the contract or a finding the contract is invalid. Ut ultricies suscipit justo in bibendum. The buyers sold the litter to third parties. Xiong, who is from Laos, became a refugee due to the Vietnam War. - Stoll contracted to sell the Xiong's a 60-acre parcel of land in Oklahoma for $130,000 ($2,000 per acer plus $10,000 for a road). An order granting summary relief, in whole or in part, disposes solely of law questions and hence is reviewable by a de novo standard. Page one ends with numbered paragraph 7 and the text appears to be in mid-sentence. Yang is a Hmong immigrant from Laos. Discuss the court decision in this case. Ross By and Through Ross v. City of Shawnee, 1984 OK 43, 683 P.2d 535. Yang testified: I don't know if he's supposed to get the chicken litter free or not. He also claims he is entitled to immediate possession and if the litter has been taken in execution of a judgment against him, is exempt from being so taken. Don't Miss Important Points of Law with BARBRI Outlines (Login Required). Stoll included a clause that required giving all the chicken litter to Stoll for free for 30 years.
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