unconscionability doctrine in Pennsylvania

2016“An adhesion contract is a ‘standard-form contract prepared by one party, to be signed by the party in a weaker position, usu[ally] a consumer, -7- J-A30037-15 who adheres to the contract with little choice about the terms.’” Chepkevich v. Hidden Valley Resort, L.P., 2 A.3d 1174, 1190 (Pa.2010) (quoting Black’s Law Dictionary (8th Ed. 2004), p. 342). “[T]he determination that an adhesion contract is at issue, by definition fulfills the second prong of the unconscionability test.” McNulty, 843 A.2d at 1273 n.6.

2016“An adhesion contract is a ‘standard-form contract prepared by one party, to be signed by the party in a weaker position, usu[ally] a consumer, who adheres to the contract with little choice about the terms.’” Chepkevich v. Hidden Valley Resort, L.P., 2 A.3d 1174, 1190 (Pa.2010) (quoting Black’s Law Dictionary (8th Ed. 2004), p. 342). “[T]he determination that an adhesion contract is at issue, by definition fulfills the second prong of the unconscionability test.” McNulty, 843 A.2d at 1273 n.6.

2020Hosp. for Convalescence, 128 A.3d 1209, 1221 (Pa.Super. 2015) (en banc)).

2019Cir. 1965)[.] An unconscionability analysis requires a two-fold determination: (1) that the contractual terms are unreasonably favorable to the drafter (“substantive unconscionability”), and (2) that there is no meaningful choice on the part of the other party regarding the acceptance of the provisions (“procedural unconscionability”). -6- J-A13007-18 MacPherson, 128 A.3d at 1221 (citations omitted).

2013Corp., 592 Pa. 323 , 925 A.2d 115, 119 (2007) (stating, “doctrine of unconscionability has been applied in Pennsylvania as both a statutory and a common-law defense to the enforcement of an allegedly unfair contract or contractual provision[ ]”) (emphasis added); Witmer v. Exxon Corp., 260 Pa.Super. 537 , 394 A.2d 1276, 1287 (1978) (stating, “[u]n-conscionability may only be asserted as a defense in an action on a contract for the sale of goods.

2013Corp., 592 Pa. 323 , 925 A.2d 115, 119 (2007) (stating, “doctrine of unconscionability has been applied in Pennsylvania as both a statutory and a common-law defense to the enforcement of an allegedly unfair contract or contractual provision[ ]”) (emphasis added); Witmer v. Exxon Corp., 260 Pa.Super. 537 , 394 A.2d 1276, 1287 (1978) (stating, “[u]n-conscionability may only be asserted as a defense in an action on a contract for the sale of goods.

2023Id. (citation omitted).

2020The doctrine of unconscionability “has generally been recognized to include an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party.” Cardinal v. Kindred Healthcare, Inc., 155 A.3d 46, 53 (Pa.Super. -7- J-A25024-19 2017) (quoting MacPherson v. Magee Mem.

2013Corp., 592 Pa. 323 , 925 A.2d 115, 119 (2007) (stating, “doctrine of unconscionability has been applied in Pennsylvania as both a statutory and a common-law defense to the enforcement of an allegedly unfair contract or contractual provision[ ]”) (emphasis added); Witmer v. Exxon Corp., 260 Pa.Super. 537 , 394 A.2d 1276, 1287 (1978) (stating, “[u]n-conscionability may only be asserted as a defense in an action on a contract for the sale of goods.

2013Corp., 592 Pa. 323 , 925 A.2d 115, 119 (2007) (stating, “doctrine of unconscionability has been applied in Pennsylvania as both a statutory and a common-law defense to the enforcement of an allegedly unfair contract or contractual provision[ ]”) (emphasis added); Witmer v. Exxon Corp., 260 Pa.Super. 537 , 394 A.2d 1276, 1287 (1978) (stating, “[u]n-conscionability may only be asserted as a defense in an action on a contract for the sale of goods.

2007See 13 Pa.C.S. § 2302 (establishing the doctrine's applicability pertaining to contracts involving goods and services within the purview of the Pennsylvania Commercial Code); Denlinger, Inc. v. Dendler, 415 Pa.Super. 164, 175-77 , 608 A.2d 1061, 1067-68 (1992) (discussing the common-law conception of unconscionability).

2007See 13 Pa.C.S. § 2302 (establishing the doctrine's applicability pertaining to contracts involving goods and services within the purview of the Pennsylvania Commercial Code); Denlinger, Inc. v. Dendler, 415 Pa.Super. 164, 175-77 , 608 A.2d 1061, 1067-68 (1992) (discussing the common-law conception of unconscionability).

1990In Germantown Manufacturing Co. v. Rawlinson, supra, our Court also noted with approval the pronouncement of the Supreme Court of New Jersey, in Kugler v. Romain, 58 N.J. 522, 544 , 279 A.2d 640, 642 (1971), regarding the doctrine: “The standard of conduct contemplated by the unconscionability clause is good faith, honesty in fact, and observance of fair dealing.” As discussed earlier, the trial court in this case explained that it did not consider the issue of unconscionability because it had not been affirmatively pleaded by the Defendants.

1990In Germantown Manufacturing Co. v. Rawlinson, supra, our Court also noted with approval the pronouncement of the Supreme Court of New Jersey, in Kugler v. Romain, 58 N.J. 522, 544 , 279 A.2d 640, 642 (1971), regarding the doctrine: “The standard of conduct contemplated by the unconscionability clause is good faith, honesty in fact, and observance of fair dealing.” As discussed earlier, the trial court in this case explained that it did not consider the issue of unconscionability because it had not been affirmatively pleaded by the Defendants.

1984See e.g., Melso v. Texaco, Inc., 532 F.Supp. 1280 (E.D.Pa.1982), aff’d 696 F.2d 983 (3rd Cir.1982) (dealership credit card agreement); Leasing Service Corp. v. Broetje, 545 F.Supp. 362 (S.D.N.Y.1982) (lease agreement); Stanley Klopp, Inc. v. John Deere Co., 510 F.Supp. 807 (E.D.Pa.1981) aff’d 676 F.2d 688 (3rd Cir.1982) (franchise contract); In Re Elkins-Dell Manufacturing Co., 253 F.Supp. 864 (E.D.Pa.1966) (security agreement); Albert Merrill School v. Godoy, 78 Misc.2d 647 , 357 N.Y.S.2d 378 (1974) (educational services agreement).

1984See e.g., Melso v. Texaco, Inc., 532 F.Supp. 1280 (E.D.Pa.1982), aff’d 696 F.2d 983 (3rd Cir.1982) (dealership credit card agreement); Leasing Service Corp. v. Broetje, 545 F.Supp. 362 (S.D.N.Y.1982) (lease agreement); Stanley Klopp, Inc. v. John Deere Co., 510 F.Supp. 807 (E.D.Pa.1981) aff’d 676 F.2d 688 (3rd Cir.1982) (franchise contract); In Re Elkins-Dell Manufacturing Co., 253 F.Supp. 864 (E.D.Pa.1966) (security agreement); Albert Merrill School v. Godoy, 78 Misc.2d 647 , 357 N.Y.S.2d 378 (1974) (educational services agreement).

1978See Pittsburgh Allied Fabricators, Inc. v. Haber, 440 Pa. 545 , 271 A.2d 271 (1970).

1978See Pittsburgh Allied Fabricators, Inc. v. Haber, 440 Pa. 545 , 271 A.2d 271 (1970). *558 Appellants lastly contend that they are entitled to equitable relief for Exxon's violation of the Gasoline Act [22] in Count I of their complaints.