Woollums v. Horsley
Court of Appeals of Kentucky, 1892.

Facts:

Woollums, a 60-year-old uneducated man with little business experience, agreed to sell the mineral rights to his land to W.J. Horsley, a businessman, for 40 cents per acre. The deed was never transferred, so Horsley sued for specific performance.

History:

The lower court granted the specific performance.

Issue:

Was the agreement unconscionable?

Holding:

Yes. Case reversed.

Reasoning:

An equity court won’t grant an order of specific performance unless the contract is just and fair.

  • Here, the land actually had a value of $15/acre, and Horsley was trying to enforce a contract that required him to pay only 40 cents/acre for.
  • Equity should not help out such a harsh bargain.

Q. Why not mistake/misrepresentation doctrine?

  • A court would probably find that he bore the risk, since it was his land after all.

Note:

Need both procedural unconscionability (negotiation/leading up to the agreement) and substantive unconscionability (the actual terms of the agreement) in order to use the unconscionability doctrine.

  • Prof: it’s a sliding scale as to how much of either is required.
  • Form contracts and adhesion contracts (take it or leave it) are a good place to start when arguing procedural, but do NOT, by themselves, render a K unconscionable.
  • If unconscionable, courts have the power to either strike a portion of the K, or strike the entire K.