Afterwards, the bedding shavings are replenished for the next flock to a level set by Simmons contract. However, at her own deposition, Ms. Lee was herself assisted by an interpreter. The Xiongs asserted that the agreement was inappropriate. The Xiong's purchased land for 130,000. 10th Circuit. He testified that one house de-caking of a house like those of Buyers yields about 20 tons of litter. 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. C. HETHERINGTON, JR., Judge. 6 On January 1, 2005, Buyers contracted to purchase from Stoll as Seller "a sixty (60) acre parcel of real 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." The number is hand-written in this agreement and typed in the paragraph in the companion case, but both contain the same text. He alleged Buyers. What was the outcome? 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. Brown v. Nicholson, 1997 OK 32, 5, 935 P.2d 319, 321. Here, a nearly reverse situation exists in that the consideration actually to be paid under the contract far exceeds that stated. Prior to coming to the United States, Xiong, who is from Laos, became a refugee due to the Vietnam War. 7 After the first growing cycle, Buyers de-caked3 their chicken houses at a cost of $900. 60252. 14 Stoll argues the trial court erred in finding the chicken litter clause was unconscionable as a matter of law, "by considering the fairness of the contract," and by considering "anything other than fraud, duress, undue influence, mistake, or illegality of the contract." An order granting summary relief, in whole or in part, disposes solely of law questions and hence is reviewable by a de novo standard. Xiong testified at deposition that they raised five flocks per year in their six houses. 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. C. Hetherington, Jr., Judge: 1 Ronald Stoll appeals a judgment finding a clause in his contract with Chong Lor Xiong and Mee Yang (collectively, Buyers) unconscionable. We agree such an analogy is helpful with this analysis. 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. Discuss the court decision in this case. Don't Miss Important Points of Law with BARBRI Outlines (Login Required). 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." 1 Her deposition testimony was taken using Yer Lee, a defendant in companion Case No. Private DEMYSTIFYING PUBLISHING CONTRACTS 6 Key Clauses Found in Commercial Contracts She testified Stoll told her "that we had to understand that we had signed over the litter to him." The Court went on to note: 17 "The question of uneonscionability is one of law for the Court to decide." Applying these figures, the annual value of the litter from de-caking alone (i.e.,which does not include additional volumes of litter from a complete clean out) appears to range from roughly $7,200 to $15,000. 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. Get the rule of law, issues, holding and reasonings, and more case facts here: https://www.quimbee.com/cases/stoll-v-xiongThe Quimbee App features over 16,300 case briefs keyed to 223 casebooks. 1 Ronald Stoll appeals a judgment finding a clause in his contract with Chong Lor Xiong and Mee Yang (collectively, Buyers) unconscionable. I don't know if he's supposed to get the chicken litter free or not. 134961. He claims the trial court should have recognized "the validity of the contract at issue" and granted him judgment as a matter of law. Released for Publication by Order of the Court of Civil Appeals of Oklahoma, Division No. OFFICE HOURS: By appointment only and before/after class (limited). Was the chicken litter clause in the land purchase contract unconscionable? Defendant did not then understand when or what paperwork they had signed with him giving him the rights to the litters. His access to chicken litter was denied in that case in late 2008. Yang, who were husband and wife.251 Stoll argued that they had . ACCEPT. 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." Seller shall have all rights to the litter for a period of 306 years for [sic] the date of closing. 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. He also claimed that he was entitled to immediate possession and if the litter has been taken in execution of a judgment against him, was exempt from being so taken. Prior to coming to the United States, Xiong, who is from Laos, became a refugee due to the Vietnam War. "Ordinarily the mere inadequacy of consideration is not sufficient ground, in itself, to justify a court in canceling a deed, yet where the inadequacy of the consideration was so gross as to shock the conscience, and the grantor was feeble-minded and unable to understand the nature of his contract, a strong presumption of fraud arises, and unless it is successfully rebutted, a court of equity will set aside the deed so obtained." As the actual price that the defendants would pay under the chicken litter paragraph was so gross as to shock the conscience. Carmichael v. Beller, 1996 OK 48, 2, 914 P.2d 1051, 1053. 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. Stoll v. Chong Lor Xiong, 241 P.3d 301, 305 (2010) (citations omitted). 2001 2-302[ 12A-2-302], has addressed uneonscionability in the context of the sale of goods under the Uniform Commercial Code. We affirm the trial court's findings the contract paragraph supporting Stoll's claim is unconscionable and Buyers were entitled to judgment in their favor as a matter of law. whether one party is entitled to judgment as a matter of law because there are no material disputed factual questions." Opinion by WM. He testified he understands some spoken English but can only read a couple written words. Praesent varius sit amet erat hendrerit placerat. at 1020. 14 Stoll argues the trial court erred in finding the chicken litter clause was unconscionable as a matter of law, "by considering the fairness of the contract," and by considering "anything other than fraud, duress, undue influence, mistake, or illegality of the contract." search results: Unidirectional search, left to right: in He testified that one house de-caking of a house like those of Buyers yields about 20 tons of litter. United States District Courts. The Oklahoma Legislature, at 12A O.S. Stoll v. Xiong Ross By and Through Ross v. City of Shawnee, 1984 OK 43, 683 P.2d 535. Like in Fickel, the actual price is so gross as to shock the conscience. 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. The trial court found the chicken litter clause was unconscionable as a matter of law. Seller shall empty the litter shed completely between growing cycles so that the shed will be available for use by Buyers when needed. He lived in a refugee camp in Thailand for three years. Couple neglects to provide the chicken litter and neglects to play out the long term arrangement expressed in the agreement. 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. Eddie L. Carr, Christopher D. Wolek, Oliver L. Smith, Gibbs Armstrong Borochoff Mullican & Hart, P.C., Tulsa, OK, for Plaintiff/Appellant. 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. Although a trial court in making a decision on whether summary judgment is appropriate considers factual matters, the ultimate decision turns on purely legal determinations, i.e. Lastly, the court ruled that the consideration actually to be paid under the contract far exceeded that stated. . 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.. ", (bike or scooter) w/3 (injury or They claim this demonstrates how unreasonably favorable to one party the chicken litter provisions are and how those provisions are "the personification of the kind of inequality and oppression that courts have found is the hallmark of unconscionability.". Under Stoll's interpretation of paragraph 10 (which was his "idea"), the land sale contract is onerous to one side of the contracting parties while solely benefitting the other, and the parties to be surcharged with the extra expense were, due to language and education, unable to understand the nature of the contract. 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. Want more details on this case? 107879, 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. 13 At hearing, the trial court commented: I've read this and reread this and reread this. You already receive all suggested Justia Opinion Summary Newsletters. We just asked him to help us [sic] half of what the de-cake cost is, and he said no. Stoll appealed to the Oklahoma Court of Civil Appeals. In posuere eget ante id facilisis. breached a term in the contact and requested the term's enforcement.252 The contract, drafted by Stoll, included a term . 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. Here, a nearly reverse situation exists in that the consideration actually to be paid under the contract far exceeds that stated. 19 An analogy exists regarding the cancellation of deeds. 3 The de-caking process involves removal of some of the upper layer of bedding used by a flock. This purchase price represents $2,000 per acre and $10,000 for the cost of an access road to be constructed to the property by Seller." The parties here provided evidence relating to their transaction. at 1020. 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. Yang testified: The de-caking process involves removal of some of the upper layer of bedding used by a flock. The court affirmed the district courts judgment. Xiong had three years of school in Laos and learned to read and write Laotian. VLEX uses login cookies to provide you with a better browsing experience. 15 In their motion for summary judgment, Buyers argued the contract was unconscionable and there is no "colorable argument that the contract was bargained for between informed parties." 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. 5 This prior agreement lists the purchase price as $120,000 and there is no provision for a road. An order granting summary relief, in whole or in part, disposes solely of law questions and hence is reviewable by a de novo standard. September 17, 2010. 35- Apply (in your own words) the three required elements of unconscionability to the facts of the case Stoll v. Xiong. that we had to understand that we had signed over the litter to him., when or what paperwork that we had signed with him giving him the rights to the litters.. Fickel v. Webb, 1930 OK 432, 293 P. 206; Morton v. Roberts, 1923 OK 126, 213 P. 297. 1 Ronald Stoll appeals a judgment finding a clause in his contract with Chong Lor Xiong and Mee Yang (collectively, Buyers) unconscionable. Appeal From The District Court Of Delaware County, Oklahoma; Honorable Robert G. Haney, Trial Judge. The opposing motions for summary judgment in this case and those filed in companion Case No. 4 Xiong and Yang are husband and wife. Nearby land had sold for $1,200 per acre. 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. Brown v. Nicholson, 1997 OK 32, 5, 935 P.2d 319, 321. Her deposition testimony to that effect was included as an exhibit to Stoll's response to Buyers' motion for summary judgment. 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. 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. Mark D. Antinoro, Taylor, Burrage Law Firm, Claremore, OK, for Defendants/Appellees. "Although a trial court in making a decision on whether summary judgment is appropriate considers factual matters, the ultimate decision turns on purely legal determinations, i.e. Stoll v. Xiong Mr and Mrs. Xiong are foreigners with restricted English capacities. The three-page Agreement to Sell Real Estate appears to be missing a page. The opposing motions for summary judgment in this case and those filed in companion Case No. 4 Xiong and Yang are husband and wife. 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. We agree. The first paragraph on the next page is numbered 10, and paragraph numbering is consecutive through the third page, which contains the parties' signatures. Elements: We affirm the trial court's findings the contract paragraph supporting Stoll's claim is unconscionable and Buyers were entitled to judgment in their favor as a matter of law. Under Stoll's interpretation of paragraph 10 (which was his "idea"), the land sale contract is onerous to one side of the contracting parties while solely benefitting the other, and the parties to be surcharged with the extra expense were, due to language and education, unable to understand the nature of the contract. He testified he understands some spoken English but can only read a couple written words. 1. INSTRUCTOR: Virginia Goodrich, Esq. 107,879, and hearing was held on the motions in both cases on November 4, 2009. Mauris finibus odio eu maximus interdum. The actual price Buyers will pay under the paragraph Stoll included in the land sale contract is so gross as to shock the conscience.". She is a defendant in the companion case, in which she testified she did not think he would take the chicken litter "for free." Unconscionability is directly related to fraud and deceit. When they came to the United States, Xiong and his wife signed a contract real estate from Stoll in Oklahoma. Fickel v. Webb, 1930 OK 432, 293 P. 206; Morton v. Roberts, 1923 OK 126, 213 P. 297. They claim this demonstrates how unreasonably favorable to one party the chicken litter provisions are and how those provisions are "the personification of the kind of inequality and oppression that courts have found is the hallmark of unconscionability.". All inferences and conclusions to be drawn from the evidentiary materials must be viewed in a light most favorable to Plaintiff. He contends the contract was valid and enforceable. 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. And I have tried to think of an example that I think was more unconscionable than the situation than (sic) I find to have been here as far as that clause. 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. Ross By and Through Ross v. City of Shawnee, 1984 OK 43, 683 P.2d 535. However, at her own deposition, Ms. Lee was herself assisted by an interpreter. . As is recognized in Restatement (Second) of Contracts, 208, Comment a, (1981): Uniform Commercial Code 2-302 is literally inapplicable to contracts not involving the sale of goods, but it has proven very influential in non-sales cases. Her deposition testimony was taken using Yer Lee, a defendant in companion Case No. She did not then understand "when or what paperwork that we had signed with him giving him the rights to the litters.". The opposing motions for summary judgment in this case and those filed in companion Case No. STOLL v. XIONG2010 OK CIV APP 110Case Number: 107880Decided: 09/17/2010Mandate Issued: 10/14/2010DIVISION ITHE COURT OF CIVIL APPEALS OF THE STATE OF OKLAHOMA, DIVISION I. RONALD STOLL, Plaintiff/Appellant, 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. Similar motions were filed in companion Case No. 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 buyers sold the litter to third parties. He claims the trial court should have recognized "the validity of the contract at issue" and granted him judgment as a matter of law. Under Stoll's interpretation of paragraph 10 (which was his "idea"), the land sale contract is onerous to one side of the contracting parties while solely benefitting the other, and the parties to be surcharged with the extra expense were, due to language and education, unable to understand the nature of the contract. The equitable concept of unconscionability is meaningful only within the context of otherwise defined factors of onerous inequality, deception and oppression. Get free summaries of new Oklahoma Court of Civil Appeals opinions delivered to your inbox! Carmichael v. Beller, 1996 OK 48, 2, 914 P.2d 1051, 1053. 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. No. Page one ends with numbered paragraph 7 and the text appears to be in mid-sentence. Farmers used litter to fertilize their crops. September 17, 2010. Stoll valued the litter at about two hundred sixteen thousand dollars. Western District of Oklahoma. Mark D. Antinoro, TAYLOR, BURRAGE LAW FIRM, Claremore, Oklahoma, for Defendants/Appellees. He contends the contract was valid and enforceable. 1. Did the court act appropriately in your opinion? After 2008, rising oil prices drove up the cost of commercial fertilizer, but before then he had not sold litter for more than $12 per ton. 318, 322 (N.D.Okla. 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." Under such circumstances, there is no assent to terms. 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.. DIGITAL LAW Electronic Contracts and Licenses 2. Use this button to switch between dark and light mode. 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. This site is protected by reCAPTCHA and the Google, Oklahoma Court of Civil Appeals Decisions. 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. Seller shall empty the litter shed completely between growing cycles so that the shed will be available for use by Buyers when needed. Yes. 107,880. Court of Civil Appeals of Oklahoma,Division No. Stoll v. Xiong Case Brief Summary | Law Case Explained - YouTube Get more case briefs explained with Quimbee. Uneonscionability is directly related to fraud and deceit. Prior to coming to the United States, Xiong, who is from Laos, became a refugee due to the Vietnam War. 1. C. HETHERINGTON, JR., Judge. They request reformation of the contract or a finding the contract is invalid. We affirm the trial court's findings the contract paragraph supporting Stoll's claim is unconscionable and Buyers were entitled to judgment in their favor as a matter of law.