Contracts–Consideration–Inadequacy of Consideration As a Factor in Determining Unconscionability Under Section 2-302 of the Uniform Commercial Code

Section 2-302 of the Uniform Commercial Code (Code) provides that a court may refuse to enforce all or part of a contract if it finds that the contract, or any part of it, was unconscionable when made. In American Home Improvement, Inc. v. MacIver the Supreme Court of New Hampshire apparently held that a price substantially in excess of the value of the goods and services sold was sufficient in itself to constitute unconscionability under this provision of the Code. The high price was at least in part attributable to high time-credit charges, and, as noted by the court, the contract could have been invalidated on the ground that the seller had violated a state law by not disclosing these charges in full. Nevertheless, the language of the opinion leads to the conclusion that the inadequacy of consideration alone constituted unconscionability.