People frequently sign unfair contracts that are difficult to perform. If they are sued for breach of contract, a court will likely enforce it. However, some contracts are so unfair that a court refuses to enforce it.

An “adhesive” or “unconscionable” contract is one that is grossly unfair and takes advantage of a weaker party. A party can use these arguments to defend against a breach-of-contract claim and invalidate the contract.

This article looks at contracts of adhesion in Minnesota and the related defense of unconscionability.

The Basics of “Adhesion” and “Unconscionability”

“Adhesion” means sticky. In the legal context, an “adhesive contract” means that a weaker party is stuck with an unfair contract. In some cases, a court can refuse to enforce a contract of adhesion.

“Unconscionable” means excessive, unreasonable, unfair, and shocking. In the legal context, “unconscionable” means that a contract is extremely unfair and it would be unreasonable for a court to enforce it against the weaker party.

Both concepts are doing the same thing. They are protecting a vulnerable party from an unfair contract. As such, adhesion and unconscionability are viewed as defenses to a breach-of-contract claim.

Examples of Unconscionable Adhesion Contracts

Adhesion and unconscionability issues can arise in many contractual situations. Here are some very basic examples:

• A contract for a small amount of goods requires the weaker party to pay $1 million dollars in liquidated damages if he breaches the contract.
• A big company has a template contract that requires consumers to arbitrate disputes in Fiji and with high filing costs.
• An insurance policy requires a person to file a claim within 1 day of being injured or one that requires the person to get 10 doctor opinions before submitting a claim.
• A company charges $500 for a glass of water.

These are extreme examples of unfair contracts. While these may not arise in the real world, it reinforces the point about unfair contracts.

Clauses in Contracts

Adhesion and unconscionability defenses could apply to any type of contract.

The parties may try to protect themselves with clauses in the contract. For instance, they could include a “Knowing and Voluntary” clause (note: do not use this without tailoring to your situation):

Knowing and Voluntary Agreement: The Consumer agrees that he/she has read this Agreement, understands its terms, has had the opportunity to negotiate and propose changes to the contract, and has had an attorney review the contract. The Consumer agrees that the remedies provided in this contract upon a breach are reasonable in light of the expected damages to be suffered by either party. Therefore, the Consumer knowingly and voluntarily signs this agreement below.

Likewise, parties sometimes try using a “Savings Clause” or a “Severability Clause” in the event that a court rules part of the contract to be invalid. Here is a basic Savings Clause (note: do not use this without tailoring to your situation):

Savings Clause: If any provision of this Agreement is held invalid, the invalidity shall not affect other provisions of the Agreement. It is the parties' intent that the court give effect to all other provisions and sever the invalid provision.

There is no guarantee that such clauses would avoid an adhesion or unconscionability defense, but it could potentially be helpful.

Legal Standard – Contracts of Adhesion

The “contract of adhesion” principle is a common-law principle that stems from cases. Most contracts will be governed by case-law standards.

Contracts for the sale of goods are generally governed by the Uniform Commercial Code (UCC). The UCC rules on unconscionability are discussed in a later section of this article.

The common-law adhesion standard was summarized by Schlobohm v. Spa Petite, Inc., 326 N.W.2d 920, 924-25 (Minn. 1982):

By definition, an adhesion contract is drafted unilaterally by a business enterprise and forced upon an unwilling and often unknowing public for services that cannot readily be obtained elsewhere. … It is a contract generally not bargained for, but which is imposed on the public for necessary service on a “take it or leave it” basis. Even though a contract is on a printed form and offered on a "take it or leave it" basis, those facts alone do not cause it to be an adhesion contract. There must be a showing that the parties were greatly disparate in bargaining power, that there was no opportunity for negotiation and that the services could not be obtained elsewhere.

(citations omitted).

The inclusion of boilerplate language is only one factor tending to point to an adhesion contract. Hauenstein & Bermeister, Inc. v. Met-Fab Industries, Inc., 320 N.W.2d 886, 891 (Minn. 1982). Other factors include the parties' sophistication, bargaining-power disparity, opportunity for negotiation, opportunity to obtain the product elsewhere, and the product's status as a public necessity. Alpha Sys. Integration, Inc. v. Silicon Graphics, Inc., 646 N.W.2d 904, 909-10 (Minn. Ct. App. 2002) (citing Personalized Mktg. Serv., Inc. v. Stotler , 447 N.W.2d 447, 452 (Minn. Ct. App. 1989), review denied (Minn. Jan. 12, 1990)).

The subject of the contract must relate to a “necessary service” for the public. This includes those “generally thought suitable for public regulation,” including “common carriers, hospitals and doctors, public utilities, innkeepers, public warehousemen, employers, and services involving extra-hazardous activities.” Schlobohm, 326 N.W.2d at 925. Recreational activities generally do not qualify. Id. at 926.

The takeaway is that a court can invalidate some or all of an adhesive contract, but the adhesion doctrine is meant for a relatively narrow scope of cases.

The Unconscionability Defense – Common Law

Unconscionability is a defense to a breach-of-contract claim. If one party sues for breach of contract, the other party argues to the court that the contract (or a clause in it) is unconscionable. If the court agrees, the unconscionable contract (or clause) cannot be enforced. In other words, there is no breach of contract.

As a general principle, parties should have the freedom to contract. Courts should only intervene when the contract “violates some principle which is of even greater importance to the general public.” Christensen v. Eggen, 577 N.W.2d 221, 225 (Minn. 1998) (quotation omitted). Unconscionability is viewed as valid reason to intervene.

Under Minnesota law, “a contract is unconscionable if no clear-thinking person would make it, or if no such person would accept it.” Wold v. Dell Fin. Servs., 598 F. Supp.2d 984, 988 (D. Minn. 2009). Put another way, “[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 and fair man would accept on the other.” Kauffman, Stewart, Inc. v. Weinbrenner Shoe Co., 589 N.W.2d 499, 502 (Minn. Ct. App. 1999) (quotation omitted).

Whether a contract is unconscionable is a question of law. Osgood v. Med., Inc., 415 N.W.2d 896, 901 (Minn. Ct. App. 1987), review denied (Minn. Feb. 12, 1988). A party must show two things for unconscionability: (1) it had no “meaningful choice” but to accept the contract term as offered, and (2) that the termination clause was “unreasonably favorable” to the other party. Dorso Trailer Sales v. Amer. Body , 372 N.W.2d 412, 415 (Minn. Ct. App. 1985).

For the “unreasonableness” prong:

People have a right to make legal contracts and to expect the courts to honor and give binding effect to their agreements. . . . So important and unfettered is the right to contract that courts have no authority to invalidate unwise or improvident agreements or to rewrite them so as to achieve a fairer bargain for one party or another.

Pollock-Halvorson v. McGuire, 576 N.W.2d 451, 455 (Minn. App. 1998) (citation omitted), review denied (Minn. 1998). However, “a situation of grossly unequal bargaining power” can render a contract unreasonably one-sided. United States v. Bedford Assocs., 657 F.2d 1300, 1314 (2d Cir.1981).

Federal courts have said that the unconscionability doctrine has procedural and substantive aspects, and both must be shown to be unconscionable. A contract is procedurally unconscionable where a party demonstrates it “had no meaningful choice but to deal with the other party and to accept the contract as offered.” Sports & Travel Mktg., Inc. v. Chicago Cutlery Co., 811 F. Supp. 1372, 1380 (D. Minn. 1993). A contract is substantively unconscionable if its terms are “unreasonably favorable” to one party. RJM Sales & Mktg., Inc. v. Banfi Prod. Corp., 546 F. Supp. 1368, 1375 (D. Minn. 1982). Minnesota state courts have not been as focused on the procedural-substantive distinction.

The takeaway is that the unconscionability defense only applies to a narrow scope of cases, but when it applies it can be a full defense to a breach-of-contract claim.

Unconscionability Under the UCC

The UCC has similar rules for unconscionability. The UCC generally applies to contracts for the “sale of goods.”

Sale of Goods Contracts

In contracts for the sale of goods, Minn. Stat. § 336.2-302 states:

UNCONSCIONABLE CONTRACT OR CLAUSE.
(1) 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.
(2) When 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.

Basically, the statute directs a court to look at the commercial context. If a clause is unconscionable, the court has three options. It can refuse to enforce the whole contract or the clause at issue. The court can also interpret the clause narrowly to avoid an unconscionable result.

This statute could apply to any rule in the contract. The UCC also has a specific rule for “consequential damage” clauses in a contract. “Consequential damages” are harms that were foreseeable at the time the contract was formed but are outside the contract itself (i.e., the other party's breach caused you to breach a related contract). Minn. Stat. § 336.2-719(3) states:

CONTRACTUAL MODIFICATION OR LIMITATION OF REMEDY.
....
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.

Leases Under the UCC

The UCC also has unconscionability rules for lease contracts. For example, Minn. Stat. § 336.2A-108 states:

336.2A-108 UNCONSCIONABILITY.
(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made, the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.
(3) Before making a finding of unconscionability under subsection (1) or (2), the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause, or of the conduct.
(4) In an action in which the lessee claims unconscionability with respect to a consumer lease:
         (a) If the court finds unconscionability under subsection (1) or (2), the court may award reasonable attorney's fees to the lessee.
         (b) If the court does not find unconscionability, the court may make an award under section 549.211 to the party against whom the claim is made.
         (c) In determining attorney's fees, the amount of the recovery on behalf of the claimant under subsections (1) and (2) is not controlling.

If the court finds the lease contract or clause to be unconscionable, the court has the same powers as with a “goods” contract. But additionally, the statute gives consumers the chance to get attorney's fees in some situations.

The UCC also has a statute that addresses remedies a party has upon a breach of the lease or a finding of unconscionability. Minn. Stat. § 336.2A-503 states:

MODIFICATION OR IMPAIRMENT OF RIGHTS AND REMEDIES.
(1) Except as otherwise provided in this article, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this article and may limit or alter the measure of damages recoverable under this article.
(2) Resort to a remedy provided under this article or in the lease agreement is optional unless the remedy is expressly agreed to be exclusive. If circumstances cause an exclusive or limited remedy to fail of its essential purpose, or provision for an exclusive remedy is unconscionable, remedy may be had as provided in this article.
(3) Consequential damages may be liquidated under section 336.2A-504, or may otherwise be limited, altered, or excluded unless the limitation, alteration, or exclusion is unconscionable. Limitation, alteration, or exclusion of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation, alteration, or exclusion of damages where the loss is commercial is not prima facie unconscionable.
(4) Rights and remedies on default by the lessor or the lessee with respect to any obligation or promise collateral or ancillary to the lease contract are not impaired by this article.

The takeaway is that the UCC has unique rules about unconscionability for goods contracts and leases. However, a court still looks to any case law under the UCC statute and could also apply common law principles where necessary.

Interpreting Contracts Against the Drafter

The adhesion and unconscionability rules are meant to help a vulnerable party with an unfair contract. But there is also a related rule that often comes up in these cases: contra proferentem (“interpretation against the drafter”).

A party that drafts the contract is in the best position to use clear and precise language. This can avoid future problems with interpreting the contract. Courts sometimes penalize the drafter for using ambiguous language.

The rule that ambiguous contract terms are to be construed against the drafter has been called the canon of “contra proferentem.” Staffing Specifix v. Tempworks Magt. Servs., 913 N.W.2d 687, 693 (Minn. 2018). For the principle to apply, there must be “ambiguous” language in the contract. “A contract is ambiguous if, based upon its language alone, it is reasonably susceptible of more than one interpretation.” Denelsbeck v. Wells Fargo , 666 N.W.2d 339, 346 (Minn. 2003). If ambiguous, a court can consider extrinsic evidence to determine the parties' intent.

“Only if a preponderance of the evidence does not prove the parties' intent should the [factfinder]” apply the canon of contra proferentum and “construe ambiguous terms against the drafter.” Staffing Specifix, Inc., 913 N.W.2d at 694. Basically, this is a secondary rule that a court uses if primary rules of contract interpretation are unable to resolve the ambiguous language. In this sense, the “tie goes to the non-drafting party”.

However, courts have been reluctant to use it where the parties are businesses with relatively equal bargaining power. Alpha Sys. Integration, Inc. v. Silicon Graphics, Inc., 646 N.W.2d 904, 910 (Minn. Ct. App. 2002). The Eighth Circuit has “refused to give a contra proferentem instruction even where one party supplied the form ‘due to the relatively equal bargaining strengths of both parties and the fact that [the appellant] was represented by sophisticated legal counsel during the [contract formation].'” Porous Media Corp. v. Midland Brake, Inc., 220 F.3d 954, 960 (8th Cir. 2000) (quoting Terra Int'l, Inc. v. Miss. Chem. Corp., 119 F.3d 688, 692 (8th Cir. 1997)).

The point is that the rule of “interpreting against the drafter” is another tool that a defendant can use to either avoid enforcement of the contract or to get a favorable interpretation.

Adhesion and Unconscionability in Various Contexts

Adhesion and unconscionability could apply to any type of contract. In reality, these concepts are somewhat limited. Here are some situations where the issues could arise.

Commercial Contract Disputes

Courts are less likely to uphold adhesion or unconscionability defenses when both parties are sophisticated. Businesses are generally viewed as sophisticated, but the UCC allows the unconscionability defense in some circumstances.

Construction Contract Disputes

Adhesion and unconscionability issues could arise in the construction context. For instance, there may be problems with a one-sided contract involving construction of a new home. The builder will be deemed a sophisticated party, while the homeowner may be vulnerable. If the builder uses a template agreement with ambiguities and the contract is grossly unfair, the homeowner could get relief or a favorable interpretation of the contract.

Real Estate Contract Disputes

Adhesion and unconscionability issues could arise in the real estate context, but are less common. The parties are generally able to set any price for land being sold. If a buyer somehow takes advantage of a vulnerable seller, then the seller may have defenses to the a breach-of-contract claim.

Mortgage Disputes

Adhesion and unconscionability issues could arise in the mortgage context. However, mortgages and loans are heavily regulated by state law, federal law, and regulations. Consumers already have many protections from a predatory lender.

For example, there are “usury” laws (loan-sharking laws) that limit the amount of interest a lender can charge on a loan. Thus, there likely would not be an adhesion or unconscionability issue because the usury law would already invalidate the loan.

There are similar laws regarding disclosure of loan terms. If the lender fails to make required disclosures, the loan could be unenforceable and the borrower may not even need an adhesion or unconscionability defense. However, lenders should still be mindful that an adhesion or unconscionability argument could be raised by a borrower.

Employment Contract Disputes

Adhesion and unconscionability issues sometimes arise in the employment context with an employment contract (if there is no contract, then the worker is “at will” and has fewer rights).

An employer usually has significant bargaining power over the worker and can impose conditions on the worker. If the conditions are extremely onerous, the worker may have an unconscionability argument to invalidate the contract.

However, the adhesion and unconscionability defenses will come up less because various laws give workers many protections. If the employer violates those laws, then the employee generally pursues the statutory remedy rather than raising contract defenses. For instance, this might come up if the employer violated minimum wage laws, discriminated, or breached other employment or labor laws. The worker may not need the adhesion or unconscionability defenses, but they are certainly available if there is an employment contract.

Arbitration Clauses

A modern trend is that companies include arbitration clauses in their contracts. Arbitration is a private court process in which an arbitrator decides the case rather than a court. If the parties' contract has an arbitration clause, it is often enforceable. However, it is not uncommon for consumers, workers, other people to challenge arbitration clauses and have the case heard in a court of their jurisdiction.

Minnesota courts generally enforce arbitration clauses unless:

(1) the forum is so “seriously inconvenient” that a party is completely unable to pursue or defend a claim there;
(2) the choice of forum is one of adhesion; and
(3) the agreement is “otherwise unreasonable.” 

Hauenstein & Bermeister, Inc. v. Met-Fab Indus., Inc., 320 N.W.2d 886, 890 (Minn. 1982).

The first element looks at whether the party can raise all claims and defenses or perhaps whether the party is able to travel to that forum to litigate the case.

The second element looks at adhesion, including whether there is “a great disparity in bargaining power [or] that there was no opportunity for negotiation.” Id. at 891. An arbitration clause which imposes too heavy a financial burden may be unconscionable. Green Tree Fin. Corp. v. Randolph, 531 U.S. 79, 90 (2000). Some courts have said that a plaintiff must show that the arbitration is cost-prohibitive as to the (1) likely arbitrators' fees, and (2) plaintiffs' financial ability to pay them. Faber v. Menard, Inc., 367 F.3d 1048, 1054 (8th Cir. 2004).

The third element looks at other aspects of the arbitration that would be unreasonable.

Insurance

Adhesion and unconscionability issues frequently come up in disputes between insurance companies and “insureds” (the customers). Insurance companies have significant bargaining power over an insured, who has little or no ability to negotiate changes to insurance policies being offered by the insurer. However, not every insurance policy is a contract of adhesion.

Generally, “parties are free to define the exact scope of the policy's coverage and may specify the losses or encumbrances the policy is intended to encompass.” Brown v. St. Paul Title Ins. Corp., 634 F.2d 1103, 1107 (8th Cir. 1980) (citation omitted). However, “[b]ecause most insurance policies are preprinted forms drafted solely by insurance companies—basically contracts of adhesion—policy words of inclusion will be broadly construed, and words of exclusion are narrowly considered.” Gen. Cas. Co. of Wis. v. Wazniak Travel, Inc., 762 N.W.2d 572, 575 (Minn. 2009) (citations omitted). Unambiguous words are given their “plain, ordinary, and popular meaning.” Id. (citation omitted). If terms are ambiguous and reasonably susceptible to more than one interpretation, they will be construed against the insurer and interpreted liberally in favor of finding coverage. Id.

Courts may be more inclined to apply the “interpret against the drafter” rule than to find a contract of adhesion and terminate on grounds of unconscionability.

In the insurance context, there is a related principle called the “reasonable expectations doctrine”. A court can remedy an ambiguity or an extreme difference between the policy and what an insurance customer reasonably expects to get for coverage. Atwater Creamery Co. v. W. Nat. Mut. Ins. Co., 366 N.W.2d 271, 277 (Minn. 1985). This is an interpretive rule that can help the insured.

Also, if the insurance agent makes a mistake in the coverage being purchased, the insured can try to “reform” the policy to what was intended to be purchased. Wood Goods Galore, Inc. v. Reinsurance Ass'n, 478 N.W.2d 205, 208 (Minn. Ct. App. 1991), review denied (Minn. Jan. 30, 1992).

“Me Too” Confidentiality Clauses

In recent years, there has been controversy over confidentiality clauses in “Me Too” settlements involving sexual harassment or abuse. Among the issues is whether the contract is adhesive or unconscionable.

Here is a law review article discussing some of the policy issues. The question that courts or legislatures will need to answer is whether the confidentiality clauses are void. If so, the alleged victim would be able to speak about the issues and settlement.

Legal Theories Related to Adhesion and Unconscionability

A party generally uses adhesion, unconscionability, and “interpret against the drafter” arguments to defend a breach-of-contract claim. However, there are other options that a party might consider in these situations.

Negotiation and Settlement

If there are problems with the contract and its language, the parties could communicate to see if they can resolve the issue. They may be able to amend, modify, extend, or terminate the contract by agreement. This is often a better outcome that starting litigation. Of course, if there is no agreement then they will likely need to pursue litigation.

Declaratory Judgment

Sometimes, a party asks the court to declare a contract void or to interpret the parties' rights under the contract. To further such a claim, the party may use adhesion, unconscionability, and “interpret against the drafter” arguments. The party would use these theories offensively (rather than using them as defenses after the other party sued for breach of contract).

Courts have the power to give an opinion under Minn. Stat. § 555.03, which states that “[a] contract may be construed either before or after there has been a breach thereof.” Along with the declaration, a judge can issue “supplemental relief” for a party. See Minn. Stat. § 555.08.

Reformation of Contract

A party may use adhesion, unconscionability, and “interpret against the drafter” arguments as leverage to get the court to “reform” the contract.

Reformation “is available when a party seeks to alter or amend language in a contract so that the contract reflects the parties' true intent when they entered into the contract.” SCI Minn. Funeral Servs., Inc. v. Washburn-McReavy Funeral Corp., 795 N.W.2d 855, 864 (Minn. 2011). Reformation is appropriate when

(1) there was a valid agreement between the parties expressing their real intentions;
(2) the written instrument failed to express the real intentions of the parties; and
(3) this failure was due to a mutual mistake of the parties, or a unilateral mistake accompanied by fraud or inequitable conduct by the other party.

Id. at 865 (quotation omitted).

The reformation remedy could potentially fix a mistaken contract that would be unconscionable to enforce against a party.

Rescission of Contract

“Rescission” refers to a court-ordered termination of a contract, generally due to a formation problem. A party may use this remedy in addition to the adhesion, unconscionability, and “interpret against the drafter” arguments. If the contract is unconscionable, it could show the court that there was a mistake or problem with how the contract was formed. This could give the party an additional ground for relief from the contract.

A contract may be rescinded if “both parties were mistaken with respect to facts material to the agreement.” SCI Minn. Funeral Servs., Inc. v. Washburn-McReavy Funeral Corp., 795 N.W.2d 855, 861 (Minn. 2011) (quotation omitted). If the parties never had a “meeting of the minds” on essential elements of the contract, there is no “mutual asset” to support a contract. Minneapolis Cablesystems v. City of Minneapolis, 299 N.W.2d 121, 122 (Minn. 1980).

Other Equitable Claims

Equitable claims are generally used when there is no primary legal theory that works. Basically, a judge is doing what is fair and equitable. A party may use adhesion, unconscionability, and “interpret against the drafter” arguments to show that it would be unfair to enforce the contract.

The adhesion or unconscionability arguments could bolster your own equitable claim, or help defend against the other party's equitable claim.

“Unclean hands” is a defense to the other party's equitable claims. A party that acts unfairly should not get the benefit of equitable relief from a court. Courts have said that a party “may be denied relief where his conduct has been unconscionable by reason of a bad motive, or where the result induced by his conduct will be unconscionable either in the benefit to himself or the injury to others.” Johnson v. Freberg, 178 Minn. 594, 597-98, 228 N.W. 159, 160 (1929). The weaker party could use unconscionability arguments to prevent the other party from obtaining equitable relief from the court.  

Practical Tips for Adhesion Contract and Unconscionability Issues

• Consider adding savings, severability, or “voluntary and knowing” clauses to the contract.

• Give the other party a chance to negotiate or modify terms from your template contract. Even allowing small changes could avoid adhesion and unconscionability arguments.

• Make sure the other party understands your offer and has time to review it with an attorney. If you want an enduring contract that will hold up in court, you want to correct any mistake or unconscionability issue before the contract is signed.

• Make sure the contract generally complies with applicable law. If the contract goes well beyond what the law would allow, a court may view it as unconscionable.

• Have an attorney draft the contract with neutral language. The use of oppressive terms and inflammatory language may increase the likelihood of a successful adhesion or unconscionability defense.

• Avoid any vague or ambiguous provisions in the contract. If the contract terms are clear, the court generally must apply them without resorting to the “interpret against the drafter” rule.

• For contracts under the UCC, consider the commercial context in which the issue arises and be familiar with the UCC requirements for unconscionability.

• Keep notes or any documents relating to the formation of the contract. This could help show that the other party, or their attorney, were able to negotiate and participate in shaping the contract.

• Be aware that adhesion, unconscionability, and “interpret against the drafter” arguments can be used offensively or defensively in a lawsuit.

Conclusion

Adhesion and unconscionability doctrines are meant to prevent grossly unfair contracts. While they will not apply in every case, they can be potent defenses.

Good contracting practices and proper drafting can help avoid these issues, and can provide the parties with an enduring contract that will hold up in court.

If you need legal advice or representation on an adhesion contract or other contract dispute, Contact Us for a free consultation. With offices in Shakopee (Scott County) and Litchfield (Meeker County), we serve clients throughout the Twin Cities and Greater Minnesota.