Williams v. Walker-Thomas Furniture Co.
350 F.2d 445 (D.C.Cir. 1965)
Williams bought furniture from
Walker-Thomas on credit.
The contract contained a
provision which stated that the balance will remain due on every item
purchased until the balance due on all items, whenever purchases, was
liquidated. In case of default of payment, all the furniture on which
balance is due will be repossessed.
So basically, if you made
every payment except the last one, they took back the furniture, kept
the money you paid them, and you got nothing!
Williams bought several pieces
of furniture between 1957 and 1962 and eventually defaulted on a payment
for one item. Walker-Thomas sued to repossess (replevin) all the items purchased since 1957.
William argued that the
contract should be considered void because it was so one-sided that it
was unconscionable.
Under the terms of the
contract, as long as Williams owed $1 on a single item, every single
item, including the ones they'd completely paid for was still
repossessable.
This is known as an add-on or cross-collateral clause.
Under a cross-collateral agreement, if you owe money on any one item,
you owe money on all the items.
The Trial Court found for
Walker-Thomas. Williams appealed.
The Trial Court found they
didn't have the power to deny enforcement of contracts on the basis that
they are unconscionable.
The Intermediate Appellate
Court affirmed. Williams appealed.
The Intermediate Appellate
court found that although the contract clearly favored Walker, there was
no fraud or misrepresentation.
The Court noted that the
fact that Williams had not even read the contract was irrelevant, since
there is always a duty to read.
The Appellate Court reversed
and remanded for re-trial.
The Appellate Court found
that the courts can void contracts on the basis of unconscionability.
The Court looked to Scott
v. United States which said,
"If a contract be unreasonable and unconscionable, but not void for
fraud, a court of law will give to the party who sues for its breach
damages, not according to its letter, but only such as he is equitably
entitled to."
The Appellate Court didn't
throw out the contract, they just remanded to the Trial Court to let a
jury decide if the contract should be thrown out or not.
UCC §2-302 specifically provides that a court may refuse
to enforce a contract which it finds to be unconscionable at
the time it was made.