contract or any clause in California

2025Section 1599 provides that “[w]here a contract has several distinct objects, of 11 which one at least is lawful, and one at least is unlawful, in whole or in part, the contract is void as to the latter and valid as to the rest.” (§ 1599.) This general rule is tempered by section 1598’s further instruction that “[w]here a contract has but a single object, and such object is unlawful, whether in whole or in part . . . the entire contract is void.” (§ 1598.) Under section 1670.5, “[i]f the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the

2025Section 1599 provides that “[w]here a contract has several distinct objects, of 11 which one at least is lawful, and one at least is unlawful, in whole or in part, the contract is void as to the latter and valid as to the rest.” (§ 1599.) This general rule is tempered by section 1598’s further instruction that “[w]here a contract has but a single object, and such object is unlawful, whether in whole or in part . . . the entire contract is void.” (§ 1598.) Under section 1670.5, “[i]f the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the

2009Generally, “unconscionability is determined as of the time the contract was entered into, not in light of subsequent events.” (Morris, supra, 128 Cal.App.4th at p. 1324 ; see also Gutierrez, supra, 114 Cal.App.4th at p. 91 .) Civil Code section 1670.5, subdivision (a) permits a court to refuse to enforce a contract “[i]f 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 . . . .” Determining ability to pay at the time a party seeks to enforce a contract is contrary to statute and would make enforceability subject to

2007(Armendariz, supra, 24 Cal.4th at p. 114 ; A & M Produce Co. v. FMC Corp. (1982) 135 Cal.App.3d 473, 486-487 [ 186 Cal.Rptr. 114 ] .. ..)” (Gutierrez v. Autowest, Inc. (2003) 114 Cal.App.4th 77, 87 [ 7 Cal.Rptr.3d 267 ], fn. omitted.) Civil Code section 1670.5, subdivision (a) states: “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 unconscio

2016To the extent extrinsic evidence was presented to the trial court, “[w]e will uphold the trial court’s resolution of disputed facts if supported by substantial evidence. [Citation.]” (Nyulassy v. Lockheed Martin Corp. (2004) 120 Cal.App.4th 1267, 1277 [ 16 Cal.Rptr.3d 296 ].) “Absent conflicting extrinsic evidence, the validity of an arbitration clause, including whether it is subject to revocation as unconscionable, is a question of law subject to de novo review.” (Serpa v. California Surety Investigations, Inc. (2013) 215 Cal.App.4th 695, 702 [ 155 Cal.Rptr.3d 506 ].) As our Supreme Court ha

2013This unconscionability defense is codified in Civil Code section 1670.5, subdivision (a), which states: "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 . . . ." Following Concepcion, the California Supreme Court reaffirmed that this statutory unconscionability defense " 'may be applied to invalidate arbitration agreements without contravening' the FAA." (Pinnacle Museum Tower Assn. v

2013It states: “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.” Unconscionability “has „“both a „procedural‟ and a „substantive‟ element,” the former focusing on „“oppression”‟ or „“surprise”‟ due to unequal bargaining power, the latter on „“overly harsh”‟ or “„one-sided‟” results.‟ [C

2003Proc, §§ 1281, 1281.2 [1] Civil Code section 1670.5 sets forth standards for unconscionability as follows: "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 *453 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." Courts analyze the unconscionability standard in Civil Code section 1670.5 as invoking elements of procedural and substan

2003Proc, §§ 1281, 1281.2 [1] Civil Code section 1670.5 sets forth standards for unconscionability as follows: "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 *453 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." Courts analyze the unconscionability standard in Civil Code section 1670.5 as invoking elements of procedural and substan

2003Proc, §§ 1281, 1281.2 [1] Civil Code section 1670.5 sets forth standards for unconscionability as follows: "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 *453 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." Courts analyze the unconscionability standard in Civil Code section 1670.5 as invoking elements of procedural and substan

2023The Trial Court Did Not Abuse Its Discretion in Declining to Sever the Unconscionable Arbitration Provisions Civil Code section 1670.5, subdivision (a), provides: “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.” “The Supreme Court has interpreted this provision to mean that if a tr

2020Civil Code section 1670.5, subdivision (a) states that “[i]f 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 18 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.”3 The Supreme Court has interpreted this provision to mean that if a trial court concludes that an arbitration agreement contains unconscionable terms, it then “must determin

2007(Armendariz, supra, 24 Cal.4th at p. 114 ; A & M Produce Co. v. FMC Corp. (1982) 135 Cal.App.3d 473, 486-487 [ 186 Cal.Rptr. 114 ] .. ..)” (Gutierrez v. Autowest, Inc. (2003) 114 Cal.App.4th 77, 87 [ 7 Cal.Rptr.3d 267 ], fn. omitted.) Civil Code section 1670.5, subdivision (a) states: “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 unconscio

2007(Armendariz, supra, 24 Cal.4th at p. 114 ; A & M Produce Co. v. FMC Corp. (1982) 135 Cal.App.3d 473, 486-487 [ 186 Cal.Rptr. 114 ] .. ..)” (Gutierrez v. Autowest, Inc. (2003) 114 Cal.App.4th 77, 87 [ 7 Cal.Rptr.3d 267 ], fn. omitted.) Civil Code section 1670.5, subdivision (a) states: “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 unconscio

2013Civil Code section 1670.5, subdivision (b) provides that 34 ―[w]hen 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,‖ and we have said, in construing this statute, that ―a claim of unconscionability often cannot be determined merely by examining the face of the contract.‖ (Perdue, supra, 38 Cal.3d at p. 926 .) We emphasize that there is no single formula for designing an arbi

2013Civil Code section 1670.5, subdivision (b) provides that “[w]hen 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,” and we have said, in construing this statute, that “a claim of unconscionability often cannot be determined merely by examining the face of the contract . . .” (Perdue, supra, 38 Cal.3d at p. 926 ).

2016The Unconscionability Doctrine “ ‘Unconscionability is a judicially created doctrine, which the Legislature codified in 1979.’ ” (Nyulassy v. Lockheed Martin Corp. (2004) 120 Cal.App.4th 1267, 1280 [ 16 Cal.Rptr.3d 296 ].) Civil Code section 1670.5 provides, “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 an

2016The Unconscionability Doctrine “ ‘Unconscionability is a judicially created doctrine, which the Legislature codified in 1979.’ ” (Nyulassy v. Lockheed Martin Corp. (2004) 120 Cal.App.4th 1267, 1280 [ 16 Cal.Rptr.3d 296 ].) Civil Code section 1670.5 provides, “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 an

2013But they need not be present in the same degree. . . . [T]he more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.‖ (Armendariz, supra, 24 Cal.4th at p. 114 , citations omitted; accord, Bruni v. Didion (2008) 160 Cal.App.4th 1272 , 1288–1289.) ―The party resisting arbitration bears the burden of proving unconscionability.‖ (Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 247 .) ―‗The procedural element of unconscionabilit

2013But they need not be present in the same degree. . . . [T]he more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.‖ (Armendariz, supra, 24 Cal.4th at p. 114 , citations omitted; accord, Bruni v. Didion (2008) 160 Cal.App.4th 1272 , 1288–1289.) ―The party resisting arbitration bears the burden of proving unconscionability.‖ (Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 247 .) ―‗The procedural element of unconscionabilit

2009One, based upon the common law doctrine, was outlined by the California Supreme Court in Graham v. Scissor-Tail, Inc. (1981) 28 Cal.3d 807 [ 171 Cal.Rptr. 604 , 623 P.2d 165 ] (Graham).

1989Section 1281.6 provides for judicial appointment of an arbitrator “if the agreed method fails or for any reason cannot be followed.” (Cf. Graham, supra, 28 Cal.3d 807, 831 .) 5 The statute states: “(a) 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. []|] (b) When it is claimed or ap

2009General Principles of Unconscionability Unconscionability is codified in Civil Code section 1670.5, subdivision (a), which states: “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 *1568 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.” A panel of this court, in Morris v. Redwood Empire Bancorp (2005) 128 Cal.App.4th 1305 [ 27 Cal.

2009General Principles of Unconscionability Unconscionability is codified in Civil Code section 1670.5, subdivision (a), which states: “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 *1568 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.” A panel of this court, in Morris v. Redwood Empire Bancorp (2005) 128 Cal.App.4th 1305 [ 27 Cal.

2007(Armendariz, supra, 24 Cal.4th at p. 114 ; A & M Produce Co. v. FMC Corp. (1982) 135 Cal.App.3d 473, 486-487 [ 186 Cal.Rptr. 114 ] .. ..)” (Gutierrez v. Autowest, Inc. (2003) 114 Cal.App.4th 77, 87 [ 7 Cal.Rptr.3d 267 ], fn. omitted.) Civil Code section 1670.5, subdivision (a) states: “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 unconscio

2007(Armendariz, supra, 24 Cal.4th at p. 114 ; A & M Produce Co. v. FMC Corp. (1982) 135 Cal.App.3d 473, 486-487 [ 186 Cal.Rptr. 114 ] .. ..)” (Gutierrez v. Autowest, Inc. (2003) 114 Cal.App.4th 77, 87 [ 7 Cal.Rptr.3d 267 ], fn. omitted.) Civil Code section 1670.5, subdivision (a) states: “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 unconscio

2014(Lhotka v. Geographic Expeditions, Inc. (2010) 181 Cal.App.4th 816, 821 [ 104 Cal.Rptr.3d 844 ].) DISCUSSION If a court finds as a matter of law that a contract or any clause of a contract is unconscionable, the court may refuse to enforce the contract or clause, or it may limit the application of any unconscionable clause so as to avoid any unconscionable result.

2014(Lhotka v. Geographic Expeditions, Inc. (2010) 181 Cal.App.4th 816, 821 [ 104 Cal.Rptr.3d 844 ].) DISCUSSION If a court finds as a matter of law that a contract or any clause of a contract is unconscionable, the court may refuse to enforce the contract or clause, or it may limit the application of any unconscionable clause so as to avoid any unconscionable result.

2014It states: “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.” This provision applies to arbitration agreements.1 (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 114 (Armendariz), abrogated in part on another ground in AT&T Mobility LLC v. Concepcion (2

2013(Pinnacle, supra, 55 Cal.4th at p. 236 ; Roman v. Superior Court (2009) 172 Cal.App.4th 1462, 1468-1469 [ 92 Cal.Rptr.3d 153 ] (Roman); Samaniego v. Empire Today, LLC (2012) 205 Cal.App.4th 1138, 1144 [ 140 Cal.Rptr.3d 492 ].) 2.

2013(Murphy v. Check 'N Go of California, Inc. (2007) 156 Cal.App.4th 138, 144 .) In this case, Portfolio never asked the trial court to exercise its discretion to sever the unconscionable provisions.

2013(Murphy v. Check 'N Go of California, Inc. (2007) 156 Cal.App.4th 138, 144 .) The trial court refused to sever the unconscionable provisions because it found the arbitration agreement was "permeated with unconscionability" and this problem could not "be cured by severing the offensive provisions . . . ." This conclusion was based on the court's finding that there were multiple unconscionable provisions.

2016(Iskanian v. CLS Transportation Los Angeles, LLC (2012) 206 Cal.App.4th 949 , 956; AT&T, supra, 563 U.S. at p. 338 [131 S.Ct. at p. 1746].) Code of Civil Procedure section 1281 provides: "A written agreement to submit to arbitration an existing controversy or a controversy thereafter arising is valid, enforceable and irrevocable, save upon such grounds as exist for the revocation of any contract." Civil Code section 1670.5, subdivision (a), provides: "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 m

2016(Iskanian v. CLS Transportation Los Angeles, LLC (2012) 206 Cal.App.4th 949 , 956; AT&T, supra, 563 U.S. at p. 338 [131 S.Ct. at p. 1746].) Code of Civil Procedure section 1281 provides: "A written agreement to submit to arbitration an existing controversy or a controversy thereafter arising is valid, enforceable and irrevocable, save upon such grounds as exist for the revocation of any contract." Civil Code section 1670.5, subdivision (a), provides: "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 m

2025Rather, because the determination “whether [an agreement’s] terms are adhesive or unconscionable . . . [is] different from the determination of whether [a provision therein] . . . is unenforceable as against public policy” (Securitas Security Services USA, Inc. v. Superior Court (2015) 234 Cal.App.4th 1109, 1123 ), “ ‘[c]ontracts can be contrary to public policy but not unconscionable [citation] and vice versa.’ ” (Sanchez v. Valencia Holding Co., LLC (2015) 61 Cal. 4th 899, 943 (conc. & dis. opn. of Chin, J.).) 12 p. 124.) If so, the contract cannot be cured, and the court should refuse to en

2021Our Supreme Court discussed the law of unconscionability in Sanchez v. Valencia Holding Co., LLC (2015) 61 Cal.4th 899 , 910–912 (Sanchez), which we quote at length here: “To aid understanding of the issues in this case, we begin by discussing general principles of unconscionability. ‘ “One common formulation of unconscionability is that it refers to ‘ “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.” ’ [Citation.] As that formulation implicitly recognizes, the doctrine of unconscionability has

2021(Mercuro v. Superior Court (2002) 96 Cal.App.4th 167, 176 [“Workers’ compensation and unemployment benefits are governed by their own adjudicatory systems; neither is a proper subject matter for arbitration”].) We accordingly do not find the cost provision, class arbitration waiver, or provision regarding state employment insurance to be substantively unconscionable. 16 Severability of Unconscionable Provisions Civil Code section 1670.5, subdivision (a) gives trial courts discretion to sever unconscionable provisions from a contract: “If the court as a matter of law finds the contract or any c

2003Proc, §§ 1281, 1281.2 [1] Civil Code section 1670.5 sets forth standards for unconscionability as follows: "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 *453 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." Courts analyze the unconscionability standard in Civil Code section 1670.5 as invoking elements of procedural and substan

2016Generally, ‘“[u]nconscio-nability is a question of law for the court,” but ‘“factual issues may bear on *1149 that question.” (Wayne v. Staples, Inc. (2006) 135 Cal.App.4th 466, 480 [ 37 Cal.Rptr.3d 544 ]; see Baker v. Osborne Development Corp. (2008) 159 Cal.App.4th 884, 892 [ 71 Cal.Rptr.3d 854 ].) Also, the Legislature has mandated that ‘“[w]hen 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 maki

2016Generally, ‘“[u]nconscio-nability is a question of law for the court,” but ‘“factual issues may bear on *1149 that question.” (Wayne v. Staples, Inc. (2006) 135 Cal.App.4th 466, 480 [ 37 Cal.Rptr.3d 544 ]; see Baker v. Osborne Development Corp. (2008) 159 Cal.App.4th 884, 892 [ 71 Cal.Rptr.3d 854 ].) Also, the Legislature has mandated that ‘“[w]hen 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 maki

2016Generally, ‘“[u]nconscio-nability is a question of law for the court,” but ‘“factual issues may bear on *1149 that question.” (Wayne v. Staples, Inc. (2006) 135 Cal.App.4th 466, 480 [ 37 Cal.Rptr.3d 544 ]; see Baker v. Osborne Development Corp. (2008) 159 Cal.App.4th 884, 892 [ 71 Cal.Rptr.3d 854 ].) Also, the Legislature has mandated that ‘“[w]hen 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 maki

2016Generally, ‘“[u]nconscio-nability is a question of law for the court,” but ‘“factual issues may bear on *1149 that question.” (Wayne v. Staples, Inc. (2006) 135 Cal.App.4th 466, 480 [ 37 Cal.Rptr.3d 544 ]; see Baker v. Osborne Development Corp. (2008) 159 Cal.App.4th 884, 892 [ 71 Cal.Rptr.3d 854 ].) Also, the Legislature has mandated that ‘“[w]hen 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 maki

2015Skelly Wright in his often-cited formulation of the doctrine: “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.” (Williams v. Walker-Thomas Furniture Co. (D.C.Cir. 1965) 350 F.2d 445, 449 .) The first California court to quote this formulation was the Fourth Appellate District.

1999Cir. 1965) 350 F.2d 445, 449 [ 121 App.D.C. 315 , 8 A.L.R.3d 1297 ] see also Graham v. Scissor-Tail, Inc., supra, 28 Cal.3d at p. 820 [a contract of adhesion is unenforceable if its terms are unduly oppressive or outside the reasonable expectations of the weaker party].) *1329 California courts analyze unconscionability as having a procedural and a substantive element. 2 (Stirlen v. Supercuts, Inc. (1997) 51 Cal.App.4th 1519, 1531-1533 [ 60 Cal.Rptr.2d 138 ); Ellis v. McKinnon Broadcasting Co. (1993) 18 Cal.App.4th 1796, 1803-1804 [ 23 Cal.Rptr.2d 80 ].) Although both elements must be present

2025A contract is unconscionable if one of the parties lacked a meaningful choice in deciding whether to agree and the contract contains terms that are unreasonably favorable to the other party.” (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 125 (OTO).) The unconscionability doctrine thus has a procedural element and a substantive element.

2024Code, § 1670.5, subd. (b) [“[w]hen 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”].) Therefore, “provisions that allow employers to seek a preliminary injunction outside of arbitration for breach of a confidentiality agreement are not, by themselves, unconscionable, simply because they primarily benefit employers.” (Alberto v. Cambrian Homecare (2023) 91 Cal.App.5th 482 , 4