UCC § 2-302
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.
Professor's notes
Elements: (1) if the court finds, as a matter of law, that a contract or clause was unconscionable at the time it was made, the court may (a) refuse to enforce the contract; (b) enforce the remainder without the unconscionable clause; (c) limit the application of the clause to avoid an unconscionable result; (2) the parties shall be afforded a reasonable opportunity to present evidence as to commercial setting, purpose, and effect.
Doctrine has bifurcated unconscionability into PROCEDURAL (bargaining defect: absence of meaningful choice) and SUBSTANTIVE (terms unreasonably favorable). Most courts require both, in sliding-scale combination.
Common misunderstanding: students think a hard bargain alone is unconscionable. It is not. Substantive harshness alone usually fails without procedural defect; procedural unfairness alone usually fails without substantive harm. The doctrine is lifnim mishurat hadin: equity reaching beyond strict din to police bargaining failure.
Section 2-302 gives courts explicit authority to police unfairness in sales contracts. The inquiry is directed to unconscionability at the time of formation, allowing a court to refuse enforcement or sever the offending term. The section has generated a rich body of doctrine on procedural and substantive unconscionability, especially in consumer transactions.