Stoll v. Xiong

241 P.3d 301 (2010)

Quick Summary

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Ronald Stoll (plaintiff) sold a farm to Chong Lor Xiong and Mee Yang (defendants) with a clause mandating free chicken litter for 30 years. The couple, limited in English, did not understand this term.

Stoll sued when they traded the litter. The trial court found the term unconscionable, an assessment upheld by the Court of Civil Appeals, rendering it unenforceable.

Facts of the Case

Facts of the case Icon

Chong Lor Xiong and Mee Yang (defendants) were immigrants with limited English proficiency who purchased a chicken farm. Ronald Stoll (plaintiff) sold them the farm and included a clause in the contract that required the couple to provide him with all the chicken litter for free for 30 years. The couple, unaware of the significance of this clause due to language barriers, later traded the chicken litter to others, leading to a lawsuit from Stoll to enforce the provision.

Stoll argued that the chicken litter had substantial value, increasing the effective price per acre of the land he sold. The trial judge found the clause unconscionable and refused to enforce it, leading to Stoll’s appeal.

Procedural Posture and History

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  1. Xiong and Yang signed the initial contract with the free-litter clause.
  2. After trading chicken litter to others, Stoll sued to enforce the contract provision.
  3. The trial judge declared the contract term unconscionable and refused to enforce it.
  4. Stoll appealed the decision to the Court of Civil Appeals of Oklahoma.

I.R.A.C. Format


Issue Icon

Whether the contract clause requiring Xiong and Yang to provide Stoll with chicken litter for free for 30 years was unconscionable and therefore unenforceable.

Rule of Law

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An unconscionable contract is one that is so one-sided as to oppress or unfairly surprise one party, often due to an absence of meaningful choice and terms unreasonably favorable to the other party.

Reasoning and Analysis

Reasoning Icon

The court affirmed the trial court’s finding that the free-litter clause was unconscionable. It highlighted that Xiong and Yang were at a significant disadvantage due to their limited English proficiency and lack of understanding of the contract’s implications.

The court considered the economic impact of the clause, which would have effectively doubled the price per acre of the land over thirty years without any benefit to the defendants.

The court concluded that no fair and honest person would propose, nor would any rational person accept, such an oppressive term.

The court’s reasoning emphasized fairness in contract enforcement and protection against exploitation of vulnerable parties.

This decision underscores the legal system’s role in preventing unjust enrichment and ensuring equitable dealings in contracts.


Conclusion Icon

The Court of Civil Appeals affirmed the trial court’s judgment, holding that the free-litter clause was unconscionable and thus unenforceable.

Key Takeaways

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  1. The free-litter clause in a land sale contract that disproportionately benefits one party can be deemed unconscionable.
  2. The concept of unconscionability protects parties from unfair surprise and oppressive terms that lack mutual assent.

Relevant FAQs of this case

What factors contribute to a contract being considered unconscionable?

Unconscionability arises when a contract is so unfairly one-sided that it shocks the conscience. Factors include a severe imbalance in the rights and obligations of the parties, lack of meaningful choice for the disadvantaged party, and whether the terms of the contract unreasonably favor one party over the other, usually due to unequal bargaining power or informational asymmetries.

  • For example: A mobile phone contract that locks in a consumer for an unusual 10 years with no opt-out clause might be unconscionable, especially if it was sold to an individual with limited understanding of such commitments.

How does language barrier impact the enforceability of a contract?

Language barriers can impact contract enforceability by affecting a party’s ability to understand contractual obligations, leading to an absence of informed consent. If a party cannot comprehend the terms due to language difficulties and this lack of understanding is exploited by the other party, a court may rule the agreement unenforceable on grounds of unfairness or unconscionability.

  • For example: Imagine a leasing agreement presented only in English to a tenant who only speaks Spanish; if significant obligations are buried in complex legal jargon and not explained, there could be grounds to challenge enforceability.

In what ways can courts remedy an unconscionable contract?

Courts have several remedies for an unconscionable contract, including refusing to enforce the entire agreement or the specific unconscionable term, modifying the contract terms to achieve equity, or in extreme cases, rescinding the contract entirely to put the parties back in their pre-contractual positions.

  • For example: Should a gym membership include a hidden fee for personal training services that were neither requested nor provided, courts might strike out the fee rather than invalidate the entire membership agreement.
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