Unconscionable: Overview, definition and example
What does unconscionable mean?
In legal terms, something is considered unconscionable if it’s so unfair, one-sided, or unreasonable that it shocks the conscience. Courts use this concept to void or modify contracts or clauses that take extreme advantage of one party, often due to unequal bargaining power or lack of informed consent.
For example, a contract that forces a struggling tenant to pay an exorbitant fee to break a lease might be considered unconscionable.
Why is unconscionability important?
Unconscionability is important because it protects people and businesses from being unfairly exploited in contracts. It ensures that agreements are fair and reasonable, preventing stronger parties from imposing oppressive terms on weaker ones.
For businesses, understanding unconscionability helps avoid drafting or agreeing to terms that could later be challenged in court, ensuring contracts are enforceable and equitable.
Understanding unconscionability through an example
Imagine a small supplier is pressured into signing a contract with a large retailer that requires them to sell goods at a massive loss. The retailer’s legal team drafts the contract with complex terms the supplier doesn’t fully understand. If the supplier later challenges the agreement, a court might find it unconscionable due to the unequal power dynamic and unfair terms.
In another example, an employee is required to sign a non-compete clause that prevents them from working in their industry for 10 years, effectively ending their career. If challenged, a court might determine the clause is unconscionable because it’s overly restrictive and harms the employee’s livelihood.
An example of an unconscionability clause
While unconscionable terms are usually challenged rather than included, some contracts include fairness clauses to prevent disputes. For example:
“The Parties agree that all terms and conditions of this Agreement are fair and reasonable, and neither Party has entered into this Agreement under duress or undue influence.”
Conclusion
Unconscionable refers to contract terms that are excessively unfair or exploitative, often invalidating them in court. It’s a safeguard against agreements that abuse power imbalances or take unfair advantage of one party.
By understanding unconscionability, businesses can draft fair contracts, avoid legal challenges, and ensure their agreements stand up to scrutiny. Fairness isn’t just ethical—it’s essential for enforceable and trustworthy business relationships.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.