Brooklyn Union Gas Co. v. Jimeniz
82 Misc. 2d 948, 371 N.Y.S.2d 289, 17 U.C.C. Rep. Serv. (West) 689 (1975)
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Rule of Law:
Under UCC § 2-302, a contract for the sale of goods is unconscionable and unenforceable if there is a gross inequality of bargaining power and a lack of meaningful choice by one party, particularly when that party cannot read or understand the language of the contract and the terms are not explained.
Facts:
- Plaintiff, Brooklyn Union Gas Company, induced tenants of the defendant, Rafael Jimeniz, to pressure him into signing a contract.
- On or about June 15, 1971, the company's agent presented Jimeniz, who spoke and wrote only Spanish, with a contract written entirely in English for a gas conversion burner.
- When Jimeniz asked for an explanation of the contract, an unidentified woman told him to sign it, and the company's agent did not explain the terms or provide an interpreter.
- Jimeniz signed the contract, which included a one-year satisfaction guarantee and deferred payments for 12 months.
- After one year, Jimeniz began making payments.
- On or about May 22, 1973, the gas burner malfunctioned.
- A company repairman diagnosed a burned-out transformer but the company refused to complete the repair after discovering Jimeniz had stopped making payments.
- Jimeniz made no further payments after the company failed to repair the unit as he believed was promised.
Procedural Posture:
- Plaintiff, Brooklyn Union Gas Company, filed a lawsuit against defendant, Rafael Jimeniz, for breach of contract in the Civil Court of the City of New York, Kings County.
- A verified summons and complaint was served on the defendant via substituted service on September 10, 1974.
- The case proceeded to a trial in the Civil Court.
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Issue:
Is a contract for the sale of goods unconscionable, and therefore unenforceable, when the buyer does not speak or read English, the contract is in English only, its terms are not explained, and the seller uses high-pressure sales tactics?
Opinions:
Majority - Shilling, J.
Yes, the contract is unconscionable and unenforceable. A contract is unconscionable under UCC § 2-302 when the formation process involves an absence of meaningful choice for one party due to a significant inequality in bargaining power. Here, the court found procedural unconscionability because Jimeniz, a non-English speaker, was presented with a contract in English without any explanation or translation. The plaintiff used high-pressure sales tactics by inducing his tenants to pressure him and failed to make a Spanish-speaking interpreter available, despite having them at their main office. This created a situation where the parties were not on equal footing, and Jimeniz could not protect his own interests, rendering his signature an invalid manifestation of assent. Therefore, the court must protect him by declaring the contract a nullity.
Analysis:
This case is a key example of procedural unconscionability, where the focus is on the unfairness of the contract formation process rather than the terms themselves. It demonstrates that courts will look beyond the mere existence of a signature to determine if there was a true 'meeting of the minds.' The decision erodes the traditional 'caveat emptor' (let the buyer beware) doctrine by imposing a greater responsibility on sellers when dealing with vulnerable consumers, such as those with language barriers. This precedent strengthens consumer protection by allowing courts to void contracts formed through exploitation, misrepresentation, or a severe imbalance of bargaining power.
