FACTS 4 Xiong and Yang are husband and wife. 10 Buyers answered and stated affirmative defenses and counter claims, including that the sales contract has merged into their deed filed February 18, 2005 without incorporation of the provision on chicken litter such that the provision can not run with the land; impossibility of performance due to Stoll's violations of concentrate feeding operations statutory provisions; unconscionability of the contract; fraud due to Stoll's failure to provide cost information despite their limited language skills; trespass; and damages for harm to a shed caused by Stoll's heavy equipment. But in any country, no one will buy you a free lunch or provide you a - or give you a free cigarette pack of three dollars. 6 On January 1, 2005, Buyers contracted, (60) acre parcel of real estate located in Delaware County, Oklahoma approximately .5 miles East of the current Black Oak Farm, and adjacent to land recently purchased by Shong Lee and Yer Xiong Lee.. Did the court act appropriately in your opinion? Prior to coming to the United States, Xiong, who is from Laos, became a refugee due to the Vietnam War. However, at her own deposition, Ms. Lee was herself assisted by an interpreter. At hearing on the motions for summary judgment,7 Stoll argued the contract was not unconscionable and it was simply a matter of buyer's remorse. 107880. Updated daily, vLex brings together legal information from over 750 publishing partners, providing access to over 2,500 legal and news sources from the worlds leading publishers. She did not then understand "when or what paperwork that we had signed with him giving him the rights to the litters.". He lived in a refugee camp in Thailand for three years. 18 According to Stoll's deposition testimony in the companion case, which testimony is provided to support his motion for summary judgment in this case, it was his idea to include the chicken litter paragraph in the land purchase contract. 9 Stoll's petition claims Buyers breached their contract with him by attempting to sell their chicken litter to someone else and asks for specific performance and a temporary injunction to prevent any sales to third-parties. Stoll v. Xiong UNCONSCIONABLE CONTRACTS Chong Lor Xiong and his wife Mee Yang are purchasing property in US. The Oklahoma Legislature, at 12A O.S.2001 2-302,9 has addressed unconscionability in the context of the sale of goods under the Uniform Commercial Code. The UCC Book to read! Private DEMYSTIFYING PUBLISHING CONTRACTS 6 Key Clauses Found in Commercial Contracts 1. Opinion by WM. 16 In Barnes v. Helfenbein, 1976 OK 33, 548 P.2d 1014, the Court, analyzing the equitable concept of unconscionability in the context of a loan with the Uniform Consumer Credit Code, 14A O.S. Stoll testified in a deposition taken in the companion case that the litter had value to him because "I was trading it for a litter truck and a tractor." Stoll v. Xiong 241 P.3d 301 (2010) Court of Civil Appeals of Oklahoma - Mr. and Mrs. Xiong are Laotian refugees with limited English abilities. 1. 4 Xiong and Yang are husband and wife. 107,879, brought by Stoll against Xiong's sister, Yer Lee, and her husband, Shong Lee, to enforce provisions of a contract containing the same 30-year chicken litter provision, were argued at a single hearing. She testified Stoll told her "that we had to understand that we had signed over the litter to him." 11 Buyers moved for summary judgment, arguing there is no dispute about material facts, the contract is unconscionable as a matter of law, and that as a consequence of this unconscionability, all of Stoll's claims should be denied and judgment be entered in their favor. An unconscionable contract is one which no person in his senses, not under delusion would make, on the one hand, and which no fair and honest man would accept on the other. 20 Buyers argue no fair and honest person would propose and no rational person would enter into a contract containing a clause imposing a premium for land and which, without any consideration to them, imposes additional costs in the hundreds of thousands over a thirty-year period that both are unrelated to the land itself and exceed the value of the land. 8 Xiong testified that in February of 2009 he had traded the chicken litter from the first complete clean out of their six houses for shavings. Carmichael v. Beller, 1996 OK 48, 2, 914 P.2d 1051, 1053. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. Farmers used litter to fertilize their crops. App. His access to chicken litter was denied in that case in late 2008. Xiong testified at deposition that they raised five flocks per year in their six houses. The purchase contract further provided that Xiong and Yang would construct a litter shed and that Stoll would be entitled to receive all chicken litter (guano?) Xiong had three years of school in Laos and learned to read and write Laotian. As is recognized in Restatement (Second) of Contracts, 208, Comment a, (1981): We agree such an analogy is helpful with this analysis. Effectively, Stoll either made himself a partner in their business for no consideration or he would receive almost double to way over double the purchase price for his land over thirty years. This prior agreement lists the purchase price as $120,000 and there is no provision for a road. 13 At hearing, the trial court commented: The trial court found the chicken litter clause was unconscionable, granted Buyers' motion for summary judgment, denied Stoll's motion for summary judgment, and entered judgment in favor of Buyers on Stoll's petition. He testified that one house de-caking of a house like those of Buyers yields about 20 tons of litter. Stoll v. Xiong. It has many times been used either by analogy or because it was felt to embody a generally accepted social attitude of fairness going beyond its statutory application to sales of goods. She did not then understand "when or what paperwork that we had signed with him giving him the rights to the litters.". You're all set! 107879, and hearing was held on the motions in both cases on November 4, 2009. The buyers of a chicken farm ended up in court over one such foul contract in Stoll versus Xiong.Chong Lor Xiong spoke some English. Would you have reached the . pronounced. 2. The opposing motions for summary judgment in this case and those filed in companion Case No. Similar motions were filed in companion Case No. Xiongs wife Mee Yang needed an English interpreter to communicate. September 17, 2010. That judgment is AFFIRMED. APPEAL FROM THE DISTRICT COURT OF DELAWARE COUNTY, OKLAHOMA 60252. Search over 120 million documents from over 100 countries including primary and secondary collections of legislation, case law, regulations, practical law, news, forms and contracts, books, journals, and more. whether one party is entitled to judgment as a matter of law because there are no material disputed factual questions." In posuere eget ante id facilisis. 134961. After arriving in the United States, he attended an adult school for two years in St. Paul, Minnesota, where he learned to speak English and learned the alphabet. At hearing on the motions for summary judgment,7 Stoll argued the contract was not unconscionable and it was simply a matter of buyer's remorse. He contends the contract was valid and enforceable. Toker v. Westerman . 1971 1-101[ 14A-1-101], et seq., found that "[a]n unconscionable contract is one which no person in his senses, not under delusion would make, on the one hand, and which no fair and honest man would accept on the other." Uneonscionability is directly related to fraud and deceit. Xiong had three years of school in Laos and learned to read and write Laotian. 10 Buyers answered and stated affirmative defenses and counter claims, including that the sales contract has merged into their deed filed February 18, 2005 without incorporation of the provision on chicken litter such that the provision can not run with the land; impossibility of performance due to Stoll's violations of concentrate feeding operations statutory provisions; unconscionability of the contract; fraud due to Stoll's failure to provide cost information despite their limited language skills; trespass; and damages for harm to a shed caused by Stoll's heavy equipment. Xiong had three years of school in Laos and learned to read and write Laotian . The question of unconscionability is one of law for the Court to decide. Stoll v. Chong Lor Xiong. They argued Stoll's own inability to articulate a reason any party would agree to give their chicken litter away when they also had to bear all the costs of generating it. 10th Circuit. to the other party.Id. CONTACT INFO: 805-758-8202; Email vgtradelaw@aol.com DIGITAL LAW Electronic Contracts and Licenses 2. 7 After the first growing cycle, Buyers de-caked their chicken houses at a cost of $900. Hetherington, Judge. Stoll v. Xiong (unconscionable contract not enforced) Mance v. Mercedes-Benz USA (arbitration clause in automobile purchase contract enforced) Menendez v. O'Neill (sole shareholder of corporation not liable for corporation's liabilities) In re Estate of Haviland (undue influence on elderly man in preparing estate documents) Yarde Metals . Ronald STOLL, Plaintiff/Appellant, v. CHONG LOR XIONG and Mee Yang, Defendants/Appellees. 107,879, as an interpreter. The trial court found the chicken litter clause was unconscionable, granted Buyers' motion for summary judgment, denied Stoll's motion for summary judgment, and entered judgment in favor of Buyers on Stoll's petition. The agreement also describes the property as a parcel which is "adjacent to the farm recently purchased by Shong Lee and Yer Xiong Lee," le., Xiong's sister and brother-in-law, who are the defendants in the companion case. Stoll filed a breach-of-contract claim against the buyers. Under Stoll's interpretation of paragraph 10, Buyers' separate business would generate an asset for thirty years for which they receive no consideration and would serve as additional payment to him over and above the stated price for the land. because the facts are presented in documentary form. Yang is a Hmong immigrant from Laos.1 She received no education in Laos and her subsequent education consists of a six month "adult school" program after her arrival in 1985 in the United States at age 19. Yang testified: I don't know if he's supposed to get the chicken litter free or not. He also testified he had independent knowledge, due to having put shavings into ten houses eight weeks prior to his deposition on April 9, 2009, that a chicken house the same size as Buyers' houses took one semi load of shavings at a cost of $1,600 per load. Prior to coming to the United States, Xiong, who is from Laos, became a refugee due to the Vietnam War. Her deposition testimony was taken using Yer Lee, a defendant in companion Case No. Western District of Oklahoma Afterwards, the bedding shavings are replenished for the next flock to a level set by Simmons' contract. 6 On January 1, 2005, Buyers contracted2 to purchase from Stoll as Seller "a sixty (60) acre parcel of real estate located in Delaware County, Oklahoma approximately .5 miles East of the current Black Oak Farm, and adjacent to land recently purchased by Shong Lee and Yer Xiong Lee." 11 Buyers moved for summary judgment, arguing there is no dispute about material facts, the contract is unconscionable as a matter of law, and that as a consequence of this unconscionability, all of Stoll's claims should be denied and judgment be entered in their favor. Stoll testified in a deposition taken in the companion case that the litter had value to him because "I was trading it for a litter truck and a tractor." Try it free for 7 days! 107,879, brought by Stoll against Xiong's sister, Yer Lee, and her husband, Shong Lee, to enforce provisions of a contract containing the same 30-year chicken litter provision, were argued at a single hearing. His access to chicken litter was denied in that case in late 2008. 2nd Circuit. That judgment is AFFIRMED. VLEX uses login cookies to provide you with a better browsing experience. However, Stoll added a provision in the contract requesting that the buyers deliver the litter of chickens from chicken houses on the property for the next . armed robbery w/5 gun, "gun" occurs to Mark D. Antinoro, TAYLOR, BURRAGE LAW FIRM, Claremore, Oklahoma, for Defendants/Appellees. 2 When addressing a claim that summary adjudication was inappropriate, we must examine the pleadings, depositions, affidavits and other evidentiary materials submitted by the parties and affirm if there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law. Buyers responded, arguing their illiteracy forced them to rely upon representations made to them and the interpreter available to them, Xiong's sister, explained the land purchase price but did not herself understand the meaning of the chicken litter paragraph.8. If this transaction closes as anticipated, Buyers shall be obligated to construct a poultry litter shed on the property with a concrete floor measuring at least 43 feet by 80 feet. 33-The case Turner Broadcasting v. McDavid is one of my favorite cases in the textbook. Yang testified: The de-caking process involves removal of some of the upper layer of bedding used by a flock. 4 Xiong and Yang are husband and wife. They request reformation of the contract or a finding the contract is invalid. 9 Stoll's petition claims Buyers breached their contract with him by attempting to sell their chicken litter to someone else and asks for specific performance and a temporary injunction to prevent any sales to third-parties. to the other party.Id. Here, a nearly reverse situation exists in that the consideration actually to be paid under the contract far exceeds that stated. whether one party is entitled to judgment as a matter of law because there are no material disputed factual questions. Carmichael v. Beller, 1996 OK 48, 2, 914 P.2d 1051, 1053. 1. The basic test of unconscionability of a contract is whether under the circumstances existing at the time of making of the contract, and in light of the general commercial background and commercial need of a particular case, clauses are so one-sided as to oppress or unfairly surprise one of the parties. Yang is a Hmong immigrant from Laos. 7 Support alimony becomes a vested right as each payment becomes due. All inferences and conclusions to be drawn from the evidentiary materials must be viewed in a light most favorable to Plaintiff. He was unsure what damages he would sustain from not having the litter but had told people he would "have litter for sale, now it's not available." 1980), accord, 12A O.S. Please check back later. Docket No. The actual price Buyers will pay under the paragraph Stoll included in the land sale contract is so gross as to shock the conscience. Brown v. Nicholson, 1997 OK 32, 5, 935 P.2d 319, 321. Under Stoll's interpretation of paragraph 10, Buyers' separate business would generate an asset for thirty years for which they receive no consideration and would serve as additional payment to him over and above the stated price for the land. He lived in a refugee camp in Thailand for three years. He also claims he is entitled to immediate possession and if the litter has been taken in execution of a judgment against him, is exempt from being so taken. CIV-17-231-D United States United States District Courts. United States District Courts. Stoll moved for summary judgment in his favor, claiming there was no dispute Buyers signed the Agreement to Sell Real Estate on January 1, 2005, and under that agreement he was entitled to the chicken litter for 30 years. Founded over 20 years ago, vLex provides a first-class and comprehensive service for lawyers, law firms, government departments, and law schools around the world. The trial court found the chicken litter clause was unconscionable, granted Buyers' motion for summary judgment, denied Stoll's motion for summary judgment, and entered judgment in favor of Buyers on Stoll's petition. Globalrock Networks, Inc. v. MCI Communications Services, Inc. 12 The paragraph at the center of this dispute reads: The number is hand-written in this agreement and typed in the paragraph in the companion case, but both contain the same text. He contends the contract was valid and enforceable. He testified he understands some spoken English but can only read a "couple" written words. 3 On review of summary judgments, the appellate court may "substitute its analysis of the record for the trial court's analysis" because the facts are presented in documentary form. An unconscionable contract is one which no person in his senses, not under delusion would make, on the one hand, and which no fair and honest person would accept on the other. Page one ends with numbered paragraph 7 and the text appears to be in mid-sentence. Unconscionability is directly related to fraud and deceit. 1 Ronald Stoll appeals a judgment finding a clause in his contract with Chong Lor Xiong and Mee Yang (collectively, Buyers) unconscionable. He alleged Buyers had a prior version of their agreement which contained the same paragraph in dispute but did not attempt to have it translated or explained to them and they should not benefit by failing to take such steps or from their failure to read the agreement. He claims the trial court should have recognized "the validity of the contract at issue" and granted him judgment as a matter of law. Factual descriptions are somewhat confusing in some of parts of Stoll's motion due to a reliance upon his deposition taken in Stoll v. Lee, companion Case No. Brown v. Nicholson, 1997 OK 32, 5, 935 P.2d 319, 321. . 2001 2-302[ 12A-2-302], Oklahoma Code Comment (`;Note that the determination of `"unconscionable' is one of law for the court."). Their poor English leads them to oversee a provision in the contract stating that they are to also deliver to Stoll (seller) for 30 years the litter from chicken houses that the Buyers had on the property so that Stoll can sell the litter. The equitable concept of unconscionability is meaningful only within the context of otherwise defined factors of onerous inequality, deception and oppression. Released for Publication by Order of the Court of Civil Appeals of Oklahoma,Division No. Court of Civil Appeals of Oklahoma, Division No. She testified Stoll told her "that we had to understand that we had signed over the litter to him." Stoll testified in a deposition taken in the companion case that the litter had value to him because I was trading it for a litter truck and a tractor., He was unsure what damages he would sustain from not having the litter but had told people he would have litter for sale, now it's not available.. 8 Xiong testified that in February of 2009 he had traded the chicken litter from the first complete clean out of their six houses for shavings. The three-page Agreement to Sell Real Estate appears to be missing a page. Yang testified: I don't know if he's supposed to get the chicken litter free or not. Released for Publication by Order of the Court of Civil Appeals of Oklahoma, Division No. Xiong and Yang contracted with Ronald Stoll to purchase sixty acres of land. Brown v. Nicholson, 1997 OK 32, 5, 935 P.2d 319, 321. All inferences and conclusions to be drawn from the evidentiary materials must be viewed in a light most favorable to Plaintiff. And if unconscionability has any meaning in the law at all, if that is a viable theory at all, then I think this is a prime example of it. or roughly an additional $3,325.12 more per acre just from de-caked chicken litter sales than the $2,000 per acre purchase price stated on the first page of the contract. After arriving in the United States, he attended an adult school for two years in St. Paul, Minnesota, where he learned to speak English and learned the alphabet. Quimbee has over 16,300 case briefs (and counting) keyed to 223 casebooks. Unconscionability is directly related to fraud and deceit. 5 According to Stoll, on November 8, 2004, Buyers signed a "preliminary" version of the contract which he did not execute, the contract terms at issue are the same as those in the executed January 1, 2005 contract, and they had time to have the disputed terms explained to them during the interim. Unconscionability has generally been recognized to include an absence of meaningful choice on the part of one of the parties, together with contractual terms which are unreasonably favorable to the other party. 9. Court of appeals finds Stoll's 30 year clause unconscionable. According to his petition, Stoll discovered Yang and Xiong were selling the chicken litter to others and the chicken litter shed was empty on or about March 24, 2009.4 His suit against Buyers was filed the next day. Her deposition testimony to that effect was included as an exhibit to Stoll's response to Buyers' motion for summary judgment. Prior to coming to the United States, defendant Xiong, who was from Laos, became a refugee due to the Vietnam War. But in any country, no one will buy you a free lunch or provide you a-or give you a free cigarette pack of three dollars. The Oklahoma Legislature, at 12A O.S. Yes. 1. 5 According to Stoll, on November 8, 2004, Buyers signed a "preliminary" version of the contract which he did not execute, the contract terms at issue are the same as those in the executed January 1, 2005 contract, and they had time to have the disputed terms explained to them during the interim. Did the court act appropriately in your opinion? Here, a nearly reverse situation exists in that the consideration actually to be paid under the contract far exceeds that stated. 2 When addressing a claim that summary adjudication was inappropriate, we must examine the pleadings, depositions, affidavits and other evidentiary materials submitted by the parties and affirm if there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law. Stoll valued the litter at about two hundred sixteen thousand dollars. #8 Stoll v. Chong Lor Xiong and Mee Yang, 241 P.3d 301 (Oklahoma, 2010) Stoll, a property owner, entered into a land installment contract in 2005 to sell 60 acres of constructed by Stoll.
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