Tulowitzki v. Atl. Richfield Co., 396 A.2d 956 (Del. 1978). · Go Syfert
Tulowitzki v. Atl. Richfield Co., 396 A.2d 956 (Del. 1978). Cases Citing This Book View Copy Cite
74 citation events (58 in the last 25 years) across 27 distinct courts.
Strongest positive: James v. National Financial, LLC (delch, 2016-03-14)
Treatment trajectory · 1979 → 2026 · click a year to view as-of
1979 2002 2026
Top citers, strongest first. 44 distinct citers. How cited ↗
examined Cited as authority (verbatim quote) James v. National Financial, LLC (3×) also: Cited as authority (rule)
Del. Ch. · 2016 · quote attribution · 1 verbatim quote · confidence high
superi- or bargaining power alone without the element of unreasonableness , does not permit a finding of unconscionability or unfairness.
cited Cited as authority (rule) Baldwin Hacket and Meeks, Inc. v. Early Warning Services, LLC
8th Cir. · 2025 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978)).
cited Cited as authority (rule) Northern Data AG v. Riot Platforms, Inc.
Del. Ch. · 2025 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978)). 170 Ryan v. Weiner, 610 A.2d 1377, 1380-81 (Del.
discussed Cited as authority (rule) Talkdesk, Inc. v. DM Trans, LLC d/b/a Arrive Logistics
Del. Super. Ct. · 2024 · confidence medium
I, LLC, 86 A.3d 1119 (TABLE), 2014 WL 823407 , at *9 (Del. 2014)). 17 meaningful choice and contract terms unreasonably favor[] one of the parties.”95 A “mere disparity between the bargaining powers of parties to a contract will not support a finding of unconscionability.”96 Courts should “sparingly” find unconscionability97 because it “requires a finding that ‘the party with superior bargaining power used it to take unfair advantage of its weaker counterpart’” and “its terms must be so one-sided as to be oppressive.”98 Unconscionability is determined at the time the cont…
discussed Cited as authority (rule) Jason Terrell v. Kiromic Biopharma, Inc
Del. Ch. · 2024 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978) (explaining unconscionability can be shown by the “business-practices-of-the-community test [that] asks whether the terms are so extreme as to appear unconscionable according to the mores and business practices of the time and place”))).
discussed Cited as authority (rule) Terracino v. Trimaco, Inc.
E.D.N.C. · 2023 · confidence medium
Under Delaware law, a contract is unconscionable if there is both “an absence of meaningful choice and contract terms unreasonably favorable to one of the parties.” Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del. 1978). 5 “[A] contract is unconscionable if it is such as no man in his senses and not under delusion would make on the one hand, and as no honest or fair man would accept, on the other.” Id.
discussed Cited as authority (rule) LAND OF LAND, INC. v. PAYPAL, INC.
D.N.J. · 2023 · confidence medium
A contract provision is unconscionable under Delaware law only if “no man in his senses and not under delusion would make [it] on the one hand, and as no honest or fair man would accept [it], on the other.” Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del. 1978).
discussed Cited as authority (rule) Route App v. Heuberger
D. Utah · 2022 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978). counterpart.”60 “Whether a contract is unconscionable is determined at the time it was made,” and “[t]he outcome turns on the totality of the circumstances.”61 Heuberger argues that Route’s Terms and Conditions are a substantively and procedurally unconscionable.
discussed Cited as authority (rule) Evans v. Paypal, Inc.
N.D. Cal. · 2022 · confidence medium
A contract provision is unconscionable under Delaware law only if “no man in his 7 senses and not under delusion would make [it] on the one hand, and as no honest or fair man 8 would accept [it], on the other.” Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del. 9 1978).
discussed Cited as authority (rule) Cheng v. PayPal, Inc.
N.D. Cal. · 2022 · confidence medium
The UA was thus a presumptively valid clickwrap agreement containing an arbitration 27 clause. 1 and not under delusion would make [it] on the one hand, and as no honest or fair man would 2 accept [it], on the other.” Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del. 1978). 3 Ignoring the outdated language of the Delaware test, this formulation has been divided into 4 procedural unconscionability—the lack of a meaningful choice—and substantive 5 unconscionability—unreasonably favorable terms to one party.
discussed Cited as authority (rule) Perez v. Discover Bank
N.D. Cal. · 2021 · confidence medium
No. 28 at 1 No. 29 at 13-14. 2 The Court finds the Discover Consolidation Agreement is not unconscionable. 3 Unconscionability requires “absence of meaningful choice and contract terms [that] unreasonably 4 favorable to one of the parties.” Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del. 5 1978). “[M]ere disparity between the bargaining power of parties to a contract will not support a 6 finding of unconscionability.” Graham v. State Farm Mut.
discussed Cited as authority (rule) Ema Financial, LLC v. Vystar Corp.
S.D.N.Y. · 2021 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978) (Williams v. Walker- Thomas Furniture Co., 121 U.S.App.D.C. 315, 320 , 350 F.2d 445, 450 , 18 A.L.R.3d 1297 , 1301- 3 (1965)).
cited Cited as authority (rule) Matthew Leboeuf v. Nvidia Corporation
9th Cir. · 2021 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978); see also Mohamed v. Uber Techs., Inc., 848 F.3d 1201 , 1210–11 (9th Cir. 2016).
cited Cited as authority (rule) Ward v. Discover Bank
D.S.C. · 2020 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978)).
cited Cited as authority (rule) Azadian Group, LLC v. TenX Group, LLC
Del. Super. Ct. · 2019 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978). 15 Super.
cited Cited as authority (rule) Hrycak v. Public Storage, Inc.
Del. Super. Ct. · 2019 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978). 38 Objection, ¶ 6. 39 Motion, ¶ 10 (citing Taylor v. Pub.
cited Cited as authority (rule) Marina View Condominium Association of Unit Owners v. Rehoboth Marina Ventures, LLC
Del. Ch. · 2018 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978); See also REDUS Peninsula Millsboro, LLC v. Mayer, 2014 WL 4261988 , at *4 (Del.
cited Cited as authority (rule) FdG Logistics LLC v. A&R Logistics Holdings, Inc.
Del. Ch. · 2016 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978) (internal quotation marks omitted). 65 . 2002 WL 1558382 , at *2 (Del.
cited Cited as authority (rule) Dario v. First Horizon Home Loan Corporation and Metlife
Del. Ct. Com. Pl. · 2016 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978)). 10 Id. (internal quotations omitted). 11 Id. (quoting Graham v. State Farm Mut.
cited Cited as authority (rule) Ketler v. PFPA, LLC
Del. · 2016 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del.1978). 9 .
cited Cited as authority (rule) Joan Fehl v. Helena Paolina
Del. Ch. · 2015 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978). 20 In re Emery-Watson, 412 B.R. 670, 675 (Bankr.
cited Cited as authority (rule) REDUS Peninsula Millsboro, LLC v. Mayer
Del. Ch. · 2014 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978) (internal quotations omitted). 20 A party remote from the contracting parties is not necessarily precluded from asserting unconscionability.
cited Cited as authority (rule) Boatright v. Aegis Defense Services, LLC
E.D. Va. · 2013 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del.1978).
cited Cited as authority (rule) Deutscher Tennis Bund v. ATP Tour Inc.
3rd Cir. · 2012 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del.1978) (analyzing franchise agreement for un-conscionability). 5 .
cited Cited as authority (rule) Connor v. Connor
visuper · 2011 · confidence medium
Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del. 1978); Weber, 589 N.W.2d at 361 .
discussed Cited as authority (rule) Emery-Watson v. Mantakounis
Bankr. D. Del. · 2009 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978). 6 In Delaware, contract terms are unreasonably favorable when the terms are “such as no man in his sense and not under delusion would make on the one hand, and as no honest or fair man would accept, on the other.” Id. (citing Williams v. Walker-Thomas Furniture Co., 350 F.2d 445 (C.A.D.C.1965)); see also Graham v. State Farm Mut.
discussed Cited as authority (rule) Caban v. J.P. Morgan Chase & Co. (2×) also: Cited "see, e.g."
S.D. Fla. · 2009 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del.1978). “[M]ere disparity between the bargaining power of parties to a contract will not support a finding of unconscionability....
discussed Cited as authority (rule) New England Surfaces v. E.I. Du Pont De Nemours & Co.
1st Cir. · 2008 · confidence medium
Yet insofar as the focus is on the *11 right to terminate on thirty days notice, Delaware law rejects the defense unless the terms are “so one-sided as to be oppressive” or there is “no reasonable relation to the business risks involved.” Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del.1978).
cited Cited as authority (rule) Grimm v. FIRST NAT. BANK OF PENNSYLVANIA
W.D. Pa. · 2008 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del.1978)).
discussed Cited as authority (rule) Stinger v. Chase Bank, USA, NA
5th Cir. · 2008 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del.1978) (internal quotation marks omitted). “[M]ere disparity between the bargaining power of parties to a contract will not support a finding of unconscionability.” Graham v. State Farm Mut.
cited Cited as authority (rule) Classic Coffee Concepts, Inc. v. Anderson
N.C. Bus. Ct. · 2006 · confidence medium
Richfield Co., 396 A.2d 956, 960 (Del. 1978)). {107} Delaware’s test for unconscionability is substantially the same as North Carolina’s test.
discussed Cited as authority (rule) New England Surfaces v. E.I. Du Pont De Nemours & Co.
D. Me. · 2006 · confidence medium
Because a claim of uncon-scionability evaluates whether the clauses of a contract are so one-sided as to “shock the conscience” or are such that no fair person would accept, the claim resounds in contract and is therefore subject to the contractual choice of Delaware law. 10 Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del.1978) (“[A] contract is unconscionable if it is such as no man in his senses and not under delusion would make on the one hand, and as no honest or fair man would accept, on the other.”).
discussed Cited as authority (rule) Johnson v. Tele-Cash, Inc.
D. Del. · 1999 · confidence medium
Instead, in order for a court to find unconscionability, “the party with the superior bargaining power [must have] used it to take advantage of his weaker counterpart” by drafting terms that are "so one-sided as to be oppressive.” Id. (citing Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del.1978)).
discussed Cited as authority (rule) KBQ, INC. v. EI DuPONT DE NEMOURS AND CO.
D. Mass. · 1998 · confidence medium
Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del.1978); cf. Waters v. Min Ltd., 412 Mass. 64, 68 , 587 N.E.2d 231 (1992) (“Unconscionability must be determined on a case-by-case basis, with particular attention to whether the challenged provision could result in oppression and unfair surprise to the disadvantaged party”).
discussed Cited as authority (rule) Mid Century Insurance Company, a Calif Corp. v. American Centennial Insurance Co., a Delaware Corp
9th Cir. · 1997 · confidence medium
As to the first element of unconscionability, the Delaware Supreme court stated in Tulowitzke v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del.1978). 35 there must be an absence of meaningful choice and contract terms unreasonably favorable to one of the parties.
cited Cited as authority (rule) Edart Truck Rental Corp. v. B. Swirsky & Co.
Conn. App. Ct. · 1990 · confidence medium
Okla. 1980); Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del. 1978).
cited Cited as authority (rule) Graham v. State Farm Mutual Automobile Insurance
Del. · 1989 · confidence medium
Supr., 396 A.2d 956, 960 (1978).
discussed Cited as authority (rule) Allen M. Kirshenbaum Law Offices v. Dutra (In Re Dutra)
Bankr. D.R.I. · 1983 · confidence medium
Another test of unconscionability “involves the question of whether the provision amounts to the taking of an unfair advantage by one party over the other.” Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del.1978), quoting J.A.
discussed Cited as authority (rule) Urban Investments, Inc. v. Branham (2×)
D.C. · 1983 · confidence medium
Accord Diamond Housing Corp., supra, 257 A.2d 492 (tenant defending suit for possession alleged unconscionability of lease containing clause that waived her right to 30 days notice to quit; court disagreed because, although there may have been “absence of meaningful choice” attributable to the parties’ unequal bargaining position, contract term waiving notice to quit was not unreasonable or unfair); Tu-lowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del.1978) (“[sjuperior bargaining power alone without the element of unreasonableness does not permit a finding of unconscionabilit…
cited Cited as authority (rule) 33 Flavors of Greater Delaware Valley, Inc. v. Bresler's 33 Flavors, Inc.
D. Del. · 1979 · confidence medium
Compare, Globe, supra, 281 A.2d at 21 ; with, Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del.Sup.1978); see also.
cited Cited "see" Rummel Klepper & Kalh, LLP v. Delaware River and Bay Authority
Del. Ch. · 2022 · signal: see · confidence high
See Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (Del. 1978).
cited Cited "see" MacDonald v. First Interstate Credit Alliance, Inc. (In Re MacDonald)
Bankr. D. Del. · 1989 · signal: see · confidence high
See Tulowitzki v. Atlantic Richfield Company, 396 A.2d 956, 960 (Del.Supr.1978).
cited Cited "see" Closser v. Penn Mutual Fire Insurance
Del. · 1983 · signal: see · confidence high
See, Tulowitzki v. Atlantic Richfield Co., Del.Supr., 396 A.2d 956 (1978).
cited Cited "see, e.g." Dizon v. J.P. Morgan Chase
D. Del. · 2023 · signal: see also · confidence medium
Del. 2009); see also Tulowitzki v. Atlantic Richfield Co., 396 A.2d 956, 960 (D.
Retrieving the full opinion text from the archive…
Richard C. TULOWITZKI, Plaintiff Below, Appellant,
v.
ATLANTIC RICHFIELD COMPANY, Defendant Below, Appellee
Supreme Court of Delaware.
Nov 1, 1978.
396 A.2d 956
1978 Del. LEXIS 653
Steven D. Goldberg, of Theisen, Lank, Mulford & Goldberg, Wilmington, for plaintiff below, appellant., Louis J. Finger, of Richards, Layton & Finger, Wilmington, for defendant below, appellee.
Herrmann, Bifferato, Longobardi.
Cited by 47 opinions  |  Published
HERRMANN, Chief Justice:

The plaintiff, Richard C. Tulowitzki, appeals the Chancery Court’s decision that the relationship between Tulowitzki and the defendant Atlantic Richfield Company was not a “franchise” under Delaware’s Franchise Security Law, 6 Del.C. § 2551 et seq., or under the developing franchise case law; and that the vapor recovery equipment agreement that Atlantic required plaintiff to sign as part of a lease renewal was neither unconscionable nor in violation of the Delaware Retail Sales of Motor Fuel Law, 6 Del.C. Ch. 29.

I.

Tulowitzki has operated an Atlantic automobile service station in Delaware since 1968. The relationship between Tulowitzki and Atlantic has been governed by Atlantic’s lease to Tulowitzki of its service station, including land, buildings, pumps, appliances, furniture and tools. The lease authorized the use by Tulowitzki of Atlantic’s trademarks in connection with the sale of Atlantic’s products; and it provided that unless Atlantic found specific grounds for non-renewal, its policy was to renew with any lessee whose yearly sales of motor vehicle fuel exceeded 250,000 gallons. Tulow-itzki’s sales exceeded that figure.

As the July 31, 1976 expiration date on Tulowitzki’s lease approached, he was sent a new lease, the terms of which were basically the same as the previous lease. But there was a new addendum calling for rent for certain vapor recovery equipment which the Federal Environmental Protection Agency (EPA) might require at Tulowitz-ki’s station. [1] At the time, Atlantic was uncertain whether EPA would require the installation of any additional equipment, but it inserted this provision in all of its leases in order to prepare the parties for that event. The addendum required Tulow-itzki to pay Atlantic $17.54 additional rental per month for each $1,000 of Atlantic’s costs for the purchase, installation and maintenance of the vapor recovery equipment; and it provided that this cost would be computed on the basis of the average expenditures made by Atlantic throughout its system of stations rather than the actual cost of the equipment required at Tulowitz-ki’s station itself. Tulowitzki refused to sign the lease renewal because he objected to the vapor recovery addendum, whereupon he was informed by Atlantic that if he did not sign the lease by August 1,1976, the company would stop delivery of its products, refuse to honor any credit card sales made after that date, and would probably remove the ARCO identification forthwith. Atlantic rejected the suggestion that Tu-lowitzki be allowed to renew without signing the vapor recovery addendum to the lease. When Tulowitzki failed to sign by the deadline, his deliveries of Atlantic products were terminated. He thereupon obtained a temporary restraining order to maintain a supply of Atlantic petroleum products. Since Atlantic had no objection to Tulowitzki’s continuation as a lessee-dealer except for his refusal to sign the vapor recovery addendum, the preliminary injunction stage was by-passed and the par[*959] ties proceeded to trial on the merits. Judgment was entered in favor of Atlantic, and the restraining order was dissolved. Tu-lowitzki appeals.

II.

The essential issue presented is whether it is unfair or unconscionable for Atlantic to require Tulowitzki to sign the vapor recovery addendum as a condition to the renewal of his service station lease. [2] Tulowitzki contends that the relationship between the parties constituted a franchise, either under the Franchise Security Law or under the developing case law [e. g. Shell Oil Co. v. Marinello, 63 N.J. 402, 307 A.2d 598 (1973)], and the relationship thus has the protection of the rule that a franchisor may not “unjustly” fail to renew a franchise. See 6 Del.C. § 2552. [3] The crux of Tulowitzki’s theory is that by insisting that he sign the vapor recovery equipment addendum as a precondition to renewal, Atlantic “constructively refused to renew” the lease without “good cause,” or acted in “bad faith,” thus “unjustly” failing to renew the lease in violation of § 2552.

The Court of Chancery held that there was no franchise under the Franchise Security Law because Tulowitzki sold products bearing the name of more than three manufacturers and therefore was not a “franchised distributor” under 6 Del.C. § 2551(l)(b). [4] The Trial Court also held the[*960] Franchise Security Law inapplicable because Tulowitzki had not paid “more than $100 to enter into such contract or other arrangement.” 6 Del.C. § 2551(3). On the basis of Globe Liquor v. Four Roses Distillers Co., Del.Supr., 281 A.2d 19 (1971), the Trial Court rejected Tulowitzki’s alternative argument that a franchise existed under developing case law.

We take a different approach in reaching the same ultimate result in favor of Atlantic. Assuming, arguendo, that the relationship here involved is a franchise under the Delaware Franchise Security Law, we hold that under the totality of circumstances in this case, there was no unjust termination or failure to renew the lease without good cause, nor any act of bad faith, in violation of 6 Del.C. § 2552. Also, we find no merit in Tulowitzki’s assertion of violation of the Retail Sales of Motor Fuel Law.

III.

In order to hold Atlantic’s renewal demand “unjust”, it must be found to be unfair or unconscionable; that is to say, there must be an absence of meaningful choice and contract terms unreasonably favorable to one of the parties. Superior bargaining power alone without the element of unreasonableness does not permit a finding of unconscionability or unfairness. The traditional test is this: a contract is unconscionable if it is “such as no man in his senses and not under delusion would make on the one hand, and as no honest or fair man would accept, on the other.” Williams v. Walker-Thomas Furniture Co., 121 U.S.App.D.C. 315, 320, 350 F.2d 445, 450, 18 A.L.R.3d 1297, 1301-3 (1965). “It is generally held that the unconscionability test involves the question of whether the provision amounts to the taking of an unfair advantage by one party over the other.” J. A. Jones Construction Co. v. City of Dover, Del.Super., 372 A.2d 540, 552 (1977), appeal dismissed, Del.Supr., 377 A.2d 1 (1977).

The business-practices-of-the-community test asks whether the terms are so extreme as to appear unconscionable according to the mores and business practices of the time and place. Applying this test, it was held in Gordon v. Crown Central Petroleum Corp., N.D.Ga., 423 F.Supp. 58, 61-62 (1976), aff’d, 5th Cir., 564 F.2d 413 (1977) that the termination of a gas station dealership by Crown, because the dealer refused to stay open 24 hours per day, was not unconscionable in that such a requirement was “not atypical in the local business community.” Applying such normative test, the proffered addendum is not unconscionable; every dealer except Tulowitzki has accepted it.

In the instant case, Tulowitzki has not sustained his burden of showing that the tendered addendum bears “no reasonable relation to the business risks involved,” nor has he shown that the terms are “so one-sided as to be oppressive”. W. L. May Co., Inc. v. Philco-Ford Corp., 273 Or. 701, 708, 543 P.2d 283, 287 (1975). Indeed, on the contrary, Atlantic has demonstrated that in light of the totality of circumstances, the terms of the addendum constitute a reasonable increase in rent based upon an increase in expenditures that Atlantic would be required to make if the Environmental Protection Agency required the installation of vapor recovery equipment at Atlantic’s service stations. It is immaterial that the vapor recovery equip[*961] ment does not add directly to the dealer’s earning power. It is not a condition of a reasonable rental that an item can only be included in rent if it adds directly to the lessee’s earnings. And the uncertainty of the government’s requirements did not make the addendum unconscionable; the addendum was simply a matter of business foresight. If the vapor recovery equipment were not ultimately required, the additional rental would not ultimately be due.

Tulowitzki also asserts that the $17.54 per month rental figure is unconscionable, because of the open-ended nature of the rental period [5] and the averaging of costs. He contends that the payment of rent for the equipment should end after the. cost has been amortized which, he argues, would occur in approximately four years. Tulowitzki makes no record to support these contentions. The life of the equipment is unknown and the equipment might need replacement. The argument is that the cost averaging is unfair in that it could result in Tulowitzki’s paying part of the cost of vapor recovery equipment at other stations. Here, too, Tulowitzki has failed to make a record to support his position and Shell Oil Co. v. Marinello, 120 N.J.Super. 357, 294 A.2d 253, 264 (1972) aff’d 63 N.J. 402, 307 A.2d 598 (1973), cert. denied 415 U.S. 920, 94 S.Ct. 1421, 39 L.Ed.2d 475 (1974), upon which he relies in this connection, is contrary to his position.

The provision of the Retail Sales of Motor Fuel Law upon which Tulowitzki relies in this connection is also contrary to his position in this connection. That Law states that “[e]very manufacturer, supplying petroleum products to retail dealers or other retail fuel outlets shall apply all equipment rentals uniformly to all dealers and outlets supplied.” 6 Del.C. § 2906(b).

Tulowitzki has also failed to carry his burden of demonstrating that the $17.54 figure itself is unconscionable. Although gross disparity between price and value can be used to demonstrate unconscionability, American Home Improvement Association v. MacIver, 105 N.H. 435, 201 A.2d 886, 889 (1964), Tulowitzki has failed to provide a factual basis for this argument. Compare Patterson v. Walker-Thomas Furniture, Inc., D.C.App., 277 A.2d 111, 114 (1971), where the court stated:

“An unsupported conclusory allegation . that a contract is unenforceable as unconscionable is not enough. Sufficient facts surrounding the ‘commercial setting, purpose and effect’ of a contract at the time it was made should be alleged so that the court may form a judgment as to the existence of a valid claim of uncon-scionability . . . .”
******

Nor do we think that the indemnity clause in the addendum forms a basis for holding the agreement unconscionable. The clause requires the lessee to hold harmless and defend the lessor from all claims for personal injury or damage to property arising from the lessee’s use or custody of the equipment, except claims arising from the lessor’s failure to properly maintain the equipment. Contrary to Tulowitzki’s contention, this clause does not require the dealer to indemnify and hold Atlantic harmless on any claims arising from the use of the equipment. The clause provides only for indemnification by Tulowitzki for damages and injuries arising out of his “use, operation, or custody” of the vapor recovery equipment, and provides a specific exception for “those claims, losses and damages arising from the failure of the lessor to maintain and repair the Equipment.”

Finally, Tulowitzki argues that the addendum is unconscionable because of the clause which states:

“It is expressly understood and agreed that no representation^] have been made or are made by lessor with respect to the equipment’s compliance with the regulation.”

[*962] Assuming, as we must in the absence of any evidence to the contrary, that Atlantic will employ good faith efforts to obtain equipment complying with government regulations, this clause may not be said to be unconscionable. If our assumption is incorrect, Tulowitzki will have his remedy.

IV.

In summary, Tulowitzki has failed to carry his burden of demonstrating that “the terms of the agreement bear no reasonable relation to the business risks involved and are so one-sided as to be oppressive.” W. L. May Co. v. Philco-Ford Corp., 543 P.2d at 287. Thus, there is no basis for finding that the requirement that plaintiff sign the vapor recovery agreement in order to renew his service station lease operated to terminate his franchise without just cause.

We hold, therefore, that under the totality of circumstances, there is no “unjust termination” or “failure to renew without good cause” in this case.

******

Affirmed.

1

. Although the addendum does not mention vapor recovery equipment specifically, and defines equipment generally as “any equipment . as may from time to time be required at the Premises by any governmental agency,” this litigation has proceeded with the understanding that the addendum refers to vapor recovery equipment that might be required by the EPA. This addendum was added to the leases of all of Atlantic’s area dealers; Tulow-itzki was the only dealer who refused to sign.

2

. This Court has noted 42 U.S.C. §§ 7624 and 7625, which deals with the burden for the cost of vapor recovery equipment. As this Statute did not become an issue in this case and we lack the factual basis to decide whether the Statute applies, or the effect of such application, we have proceeded to the merits of the controversy as presented, by deciding the issue of whether the vapor recovery equipment addendum is unconscionable.

3

. 6 Del.C. § 2552 provides:

“§ 2552. Unjust termination of, or failure to renew, a franchise.
“(a) Termination of a franchise by a franchisor shall be deemed to be ‘unjust,’ or to have been made ‘unjustly,’ if such termination is without good cause or in bad faith. Any termination of a franchise which is not unjust shall be deemed to be ‘just,’ or to have been made ‘justly.’
“(b) The failure of a franchisor to renew a franchise shall be deemed to be ‘unjust,’ or to have been made ‘unjustly,’ if such failure to renew is without good cause or in bad faith. Any failure to renew a franchise which is not unjust shall be deemed to be ‘just,’ or to have been made ‘justly.’
“(c) A provision of a franchise which permits a franchisor to terminate that franchise, which provision does not specify the grounds upon which such termination may be made, shall be construed to permit the franchisor to make only a just termination.
“(d) A provision of a franchise which permits a franchisor to fail to renew that franchise, which provision does not specify the grounds upon which such failure to renew may be made, shall be construed to permit the franchisor only justly to fail or refuse to renew.
“(e) A provision in a franchise permitting a franchisor to make an unjust termination of a franchise is against the public policy of this State and shall not be enforced in the courts of this State.
“(f) A provision in a franchise permitting a franchisor unjustly to fail or refuse to renew a franchise is against the public policy of this State and shall not be enforced in the courts of this State.
“(g) No franchisor may unjustly terminate a franchise.
“(h) No franchisor may unjustly fail or refuse to renew a franchise.
“(i) No franchisor may unjustly refuse to deal with a franchised distributor with whom the franchisor has been dealing for at least 2 years.”
4

.“§ 2551. Definitions.

“As used in this chapter, unless the context otherwise requires:

“(1) ‘Franchised distributor’ means an individual, partnership, corporation, or unincorporated association with a place of business within the State, and engaged in the business of:
“(a) Purchasing or taking on consignment products which bear the trademark or trade name of the manufacturer, producer or publisher for the primary purpose of selling such products to retail outlets; or
“(b) Selling in or through retail outlets products which bear the trademark or trade name of no more than 3 manufacturers, producers, publishers, trademark licensors, or trade name licensors; or
“(c) Purchasing or taking on consignment, books, magazines, journals, newspapers, or other publications for the primary purpose of selling such publications to retail outlets. “(2) ‘Franchisor’ means an individual, partnership, corporation or unincorporated association in the business of:
“(a) Distributing or selling to one or more franchised distributors, on its own behalf or[*960] on behalf of another, products which bear the trademark or trade name of the manufacturer, producer or publisher; or
“(b) Licensing the use of one or more trademarks or trade names to one or more franchised distributors; or
“(c) Distributing or selling to one or more franchised distributors, on its own behalf or on behalf of another, books, magazines, journals, newspapers, and/or other publications published by it or by another.
“(3) ‘Franchise’ means a. contract or other arrangement governing the business relationship within this State between a franchised distributor and a franchisor where the franchised distributor is required to pay more than $100 to enter into such contract or other arrangement.
“(4) ‘Products’ means any tangible items offered for sale irrespective of their nature, including, without limiting the generality of the term, all types of publications.”
5

. Although the lease itself is for one year, the parties proceeded under the assumption that if the EPA required vapor recovery equipment, a vapor recovery rental addendum would appear in future leases.