US Laws, Codes, Statutes & Cases

Chapter 72 — Sales

 

2007 EDITION

 

 

SALES

 

COMMERCIAL TRANSACTIONS

 

GENERAL PROVISIONS

 

72.1010     Short title

 

72.1020     Scope; certain security and other transactions excluded from chapter

 

72.1030     Definitions and index of definitions

 

72.1040     Definitions: “merchant”; “financing agency”; “between merchants”

 

72.1050     Definitions: “goods”; “future” goods; “lot”; “commercial unit”

 

72.1060     Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”

 

72.1070     Goods to be severed from realty; recording

 

FORM, FORMATION AND READJUSTMENT OF CONTRACT

 

72.2010     Formal requirements: statute of frauds

 

72.2020     Final written expression: parol or extrinsic evidence

 

72.2030     Seals inoperative

 

72.2040     Formation in general

 

72.2050     Firm offers

 

72.2060     Offer and acceptance in formation of contract

 

72.2070     Additional terms in acceptance or confirmation

 

72.2080     Course of performance or practical construction

 

72.2090     Modification, rescission and waiver

 

72.2100     Delegation of performance; assignment of rights

 

GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

 

72.3010     General obligations of parties

 

72.3020     Unconscionable contract or clause

 

72.3030     Allocation or division of risks

 

72.3040     Price payable in money, goods, realty or otherwise

 

72.3050     Open price term

 

72.3060     Output, requirements and exclusive dealings

 

72.3070     Delivery in single lot or several lots

 

72.3080     Absence of specified place for delivery

 

72.3090     Absence of specific time provisions; notice of termination

 

72.3100     Open time for payment or running of credit; authority to ship under reservation

 

72.3110     Options and cooperation respecting performance

 

72.3120     Warranty of title and against infringement; buyer’s obligation against infringement

 

72.3130     Express warranties by affirmation, promise, description, sample

 

72.3140     Implied warranty: merchantability; usage of trade

 

72.3150     Implied warranty: fitness for particular purpose

 

72.3160     Exclusion or modification of warranties; livestock warranty

 

72.3170     Cumulation and conflict of warranties express or implied

 

72.3180     Third party beneficiaries of warranties express or implied

 

72.3190     F.O.B. and F.A.S. terms

 

72.3200     C.I.F. and C. and F. terms

 

72.3210     C.I.F. or C. and F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival

 

72.3220     Delivery “ex-ship”

 

72.3230     Form of bill of lading required in overseas shipment; “overseas”

 

72.3240     “No arrival, no sale” term

 

72.3250     “Letter of credit” term; “confirmed credit”

 

72.3260     Sale on approval and sale or return; rights of creditors

 

72.3270     Special incidents of sale on approval and sale or return

 

72.3280     Sale by auction

 

TITLE, CREDITORS AND GOOD FAITH PURCHASERS

 

72.4005     Definitions for ORS 72.4010 and 72.4030

 

72.4010     Passing of title; reservation for security; limited application of ORS 72.4010

 

72.4020     Rights of seller’s creditors against sold goods

 

72.4030     Power to transfer; good faith purchase of goods; “entrusting”

 

PERFORMANCE

 

72.5010     Insurable interest in goods; manner of identification of goods

 

72.5020     Buyer’s right to goods on seller’s repudiation, failure to deliver or insolvency

 

72.5030     Manner of seller’s tender of delivery

 

72.5040     Shipment by seller

 

72.5050     Seller’s shipment under reservation

 

72.5060     Rights of financing agency

 

72.5070     Effect of seller’s tender; delivery on condition

 

72.5080     Cure by seller of improper tender or delivery; replacement

 

72.5090     Risk of loss in the absence of breach

 

72.5100     Effect of breach on risk of loss

 

72.5110     Tender of payment by buyer; payment by check

 

72.5120     Payment by buyer before inspection

 

72.5130     Buyer’s right to inspection of goods

 

72.5140     When documents deliverable on acceptance; when on payment

 

72.5150     Preserving evidence of goods in dispute

 

BREACH, REPUDIATION AND EXCUSE

 

72.6010     Buyer’s rights on improper delivery

 

72.6020     Manner and effect of rightful rejection

 

72.6030     Merchant buyer’s duties as to rightfully rejected goods

 

72.6040     Buyer’s options as to salvage of rightfully rejected goods

 

72.6050     Waiver of buyer’s objections by failure to particularize

 

72.6060     What constitutes acceptance of goods

 

72.6070     Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over

 

72.6080     Revocation of acceptance in whole or in part

 

72.6090     Right to adequate assurance of performance

 

72.6100     Anticipatory repudiation

 

72.6110     Retraction of anticipatory repudiation

 

72.6120     “Installment contract”; breach

 

72.6130     Casualty to identified goods

 

72.6140     Substituted performance

 

72.6150     Excuse by failure of presupposed conditions

 

72.6160     Procedure on notice claiming excuse

 

REMEDIES

 

72.7010     Remedies for breach of collateral contracts not impaired

 

72.7020     Seller’s remedies on discovery of buyer’s insolvency

 

72.7030     Seller’s remedies in general

 

72.7040     Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods

 

72.7050     Seller’s stoppage of delivery in transit or otherwise

 

72.7060     Seller’s resale including contract for resale

 

72.7070     “Person in the position of a seller”

 

72.7080     Seller’s damages for nonacceptance or repudiation

 

72.7090     Action for the price

 

72.7100     Seller’s incidental damages

 

72.7110     Buyer’s remedies in general; buyer’s security interest in rejected goods

 

72.7120     “Cover”; buyer’s procurement of substitute goods

 

72.7130     Buyer’s damages for nondelivery or repudiation

 

72.7140     Buyer’s damages for breach in regard to accepted goods

 

72.7150     Buyer’s incidental and consequential damages

 

72.7160     Buyer’s right to specific performance or replevin

 

72.7170     Deduction of damages from the price

 

72.7180     Liquidation or limitation of damages; deposits

 

72.7190     Contractual modification or limitation of remedy

 

72.7200     Effect of “cancellation” or “rescission” on claims for antecedent breach

 

72.7210     Remedies for fraud

 

72.7220     Who can sue third parties for injury to goods

 

72.7230     Proof of market price: time and place

 

72.7240     Admissibility of market quotations

 

72.7250     Statute of limitations in contracts for sale

 

SALE OF CONSUMER GOODS

 

72.8010     Definitions for ORS 72.8010 to 72.8200

 

72.8020     Manufacturer’s implied warranty of merchantability

 

72.8030     Manufacturer’s implied warranty of fitness

 

72.8040     Retailer’s or distributor’s implied warranty of fitness

 

72.8050     Disclaimer of implied warranty of merchantability or implied warranty of fitness; manner and effect

 

72.8060     Express warranty

 

72.8070     Right to make express warranty; effect of express warranty upon disclaimer; duration of implied warranty of merchantability or implied warranty of fitness

 

72.8090     Form of express warranty; designation of service and repair facilities

 

72.8100     Manufacturer’s service and repair; facilities within state; nonconforming good; inability to service; buyer’s delivery or notice of nonconforming good

 

72.8110     Retailer’s service and repair of nonconforming good in absence of manufacturer’s service and repair facilities within state; buyer’s delivery or notice of nonconforming good

 

72.8120     Time for commencement of service and repair; effect of delay; tender of conforming goods

 

72.8130     Liability to retailer of manufacturer not maintaining service and repair facility within state

 

72.8140     Unauthorized or unreasonable use after sale

 

72.8150     Service contract in addition to or in lieu of express warranty

 

72.8160     Express warranty in addition to implied warranties

 

72.8170     Authority of manufacturer who makes express warranty to suggest methods of effectuating service and repair

 

72.8180     Buyer’s waiver of ORS 72.8010 to 72.8200

 

72.8190     Status of remedies under ORS 72.8010 to 72.8200; effect of unconstitutionality

 

72.8200     Operative dates

 

72.010, 72.020, 72.030, 72.040, 72.050, 72.060, 72.070, 72.080, 72.090, 72.100, 72.110, 72.120, 72.130, 72.140, 72.150, 72.160, 72.170, 72.180 [Repealed by 1961 c.726 §427]

 

GENERAL PROVISIONS

 

      72.1010 Short title. This chapter may be cited as Uniform Commercial Code–Sales. [1961 c.726 §72.1010]

 

      72.1020 Scope; certain security and other transactions excluded from chapter. Unless the context otherwise requires, this chapter applies to transactions in goods; they do not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers. [1961 c.726 §72.1020]

 

      72.1030 Definitions and index of definitions. (1) In this chapter unless the context otherwise requires:

      (a) “Buyer” means a person who buys or contracts to buy goods.

      (b) “Good faith” in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.

      (c) “Livestock” means equines, cattle, sheep, goats, llamas, alpacas and swine.

      (d) “Receipt” of goods means taking physical possession of them.

      (e) “Seller” means a person who sells or contracts to sell goods.

      (2) Other definitions applying to this chapter, and the sections in which they appear are:

      (a) “Acceptance,” as defined in ORS 72.6060.

      (b) “Banker’s credit,” as defined in ORS 72.3250.

      (c) “Between merchants,” as defined in ORS 72.1040.

      (d) “Cancellation,” as defined in ORS 72.1060 (4).

      (e) “Commercial unit,” as defined in ORS 72.1050.

      (f) “Confirmed credit,” as defined in ORS 72.3250.

      (g) “Conforming to contract,” as defined in ORS 72.1060.

      (h) “Contract for sale,” as defined in ORS 72.1060.

      (i) “Cover,” as defined in ORS 72.7120.

      (j) “Entrusting,” as defined in ORS 72.4030.

      (k) “Financing agency,” as defined in ORS 72.1040.

      (L) “Future goods,” as defined in ORS 72.1050.

      (m) “Goods,” as defined in ORS 72.1050.

      (n) “Identification,” as defined in ORS 72.5010.

      (o) “Installment contract,” as defined in ORS 72.6120.

      (p) “Letter of credit,” as defined in ORS 72.3250.

      (q) “Lot,” as defined in ORS 72.1050.

      (r) “Merchant,” as defined in ORS 72.1040.

      (s) “Overseas,” as defined in ORS 72.3230.

      (t) “Person in position of seller,” as defined in ORS 72.7070.

      (u) “Present sale,” as defined in ORS 72.1060.

      (v) “Sale,” as defined in ORS 72.1060.

      (w) “Sale on approval,” as defined in ORS 72.3260.

      (x) “Sale or return,” as defined in ORS 72.3260.

      (y) “Termination,” as defined in ORS 72.1060.

      (3) The following definitions in other series of sections apply to this chapter:

      (a) “Check,” as defined in ORS 73.0104.

      (b) “Consignee,” as defined in ORS 77.1020.

      (c) “Consignor,” as defined in ORS 77.1020.

      (d) “Consumer goods,” as defined in ORS 79.0102.

      (e) “Dishonor,” as defined in ORS 73.0502.

      (f) “Draft,” as defined in ORS 73.0104.

      (4) In addition, ORS chapter 71 contains general definitions and principles of construction and interpretation applicable throughout this chapter. [1961 c.726 §72.1030; 1979 c.636 §1; 1993 c.545 §116; 1995 c.320 §1; 2001 c.445 §132]

 

      72.1040 Definitions: “merchant”; “financing agency”; “between merchants.” (1) “Merchant” means a person who deals in goods of the kind or otherwise by occupation purports to have knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by employment of an agent or broker or other intermediary who by occupation purports to have such knowledge or skill.

      (2) “Financing agency” means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller’s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany the draft. “Financing agency” includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods.

      (3) “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. [1961 c.726 §72.1040; 1987 c.158 §15]

 

      72.1050 Definitions: “goods”; “future” goods; “lot”; “commercial unit.” (1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in ORS 72.1070 on goods to be severed from realty.

      (2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

      (3) There may be a sale of a part interest in existing identified goods.

      (4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller’s interest in the bulk be sold to the buyer who then becomes an owner in common.

      (5) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

      (6) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross or carload) or any other unit treated in use or in the relevant market as a single whole. [1961 c.726 §72.1050]

 

      72.1060 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.” (1) In this chapter, unless the context otherwise requires, “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price. A “present sale” means a sale which is accomplished by the making of the contract.

      (2) Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.

      (3) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

      (4) “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. [1961 c.726 §72.1060]

 

      72.1070 Goods to be severed from realty; recording. (1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this chapter if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.

      (2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) of this section or of timber to be cut is a contract for the sale of goods within this chapter whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.

      (3) The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer’s rights under the contract for sale. [1961 c.726 §72.1070; 1963 c.402 §9; 1973 c.504 §3]

 

FORM, FORMATION AND READJUSTMENT OF CONTRACT

 

      72.2010 Formal requirements: statute of frauds. (1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the authorized agent or broker of the party. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing.

      (2) Between merchants, if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) of this section against such party unless written notice of objection to its contents is given within 10 days after it is received.

      (3) A contract which does not satisfy the requirements of subsection (1) of this section but which is valid in other respects is enforceable:

      (a) If the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or

      (b) If the party against whom enforcement is sought admits in pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or

      (c) With respect to goods for which payment has been made and accepted or which have been received and accepted in accordance with ORS 72.6060. [1961 c.726 §72.2010]

 

      72.2020 Final written expression: parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

      (1) By course of dealing or usage of trade as provided in ORS 71.2050 or by course of performance as provided in ORS 72.2080; and

      (2) By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. [1961 c.726 §72.2020]

 

      72.2030 Seals inoperative. The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer. [1961 c.726 §72.2030]

 

      72.2040 Formation in general. (1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.

      (2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.

      (3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. [1961 c.726 §72.2040]

 

      72.2050 Firm offers. An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. [1961 c.726 §72.2050]

 

      72.2060 Offer and acceptance in formation of contract. (1) Unless otherwise unambiguously indicated by the language or circumstances:

      (a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;

      (b) An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

      (2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance. [1961 c.726 §72.2060]

 

      72.2070 Additional terms in acceptance or confirmation. (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

      (2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:

      (a) The offer expressly limits acceptance to the terms of the offer;

      (b) They materially alter it; or

      (c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

      (3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of the Uniform Commercial Code. [1961 c.726 §72.2070]

 

      72.2080 Course of performance or practical construction. (1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement.

      (2) The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of performance and course of performance shall control both course of dealing and usage of trade.

      (3) Subject to the provisions of ORS 72.2090 on modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent with such course of performance. [1961 c.726 §72.2080]

 

      72.2090 Modification, rescission and waiver. (1) An agreement modifying a contract within this chapter needs no consideration to be binding.

      (2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

      (3) The requirements of ORS 72.2010, relating to the statute of frauds must be satisfied if the contract as modified is within its provisions.

      (4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) of this section, it can operate as a waiver.

      (5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. [1961 c.726 §72.2090]

 

      72.2100 Delegation of performance; assignment of rights. (1) A party may perform the duty of the party through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.

      (2) Except as otherwise provided in ORS 79.0406, unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the other party by the contract, or impair materially the chance of the other party obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor’s due performance of the entire obligation of the assignor can be assigned despite agreement otherwise.

      (3) The creation, attachment, perfection or enforcement of a security interest in the seller’s interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer’s chance of obtaining return performance within the purview of subsection (2) of this section unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.

      (4) Unless the circumstances indicate the contrary a prohibition of assignment of “the contract” is to be construed as barring only the delegation to the assignee of the assignor’s performance.

      (5) An assignment of “the contract” or of “all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.

      (6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to the rights of the other party against the assignor demand assurances from the assignee as provided in ORS 72.6090. [1961 c.726 §72.2100; 2001 c.445 §133]

 

GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

 

      72.3010 General obligations of parties. The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract. [1961 c.726 §72.3010]

 

      72.3020 Unconscionable contract or clause. (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.

      (2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination. [1961 c.726 §72.3020]