CODE OF VIRGINIA

UNCONSCIONABLE AGREEMENT OR TERM OF CONTRACT (§ 55-434)

A. The court, upon finding as a matter of law that a contract or contract clause
was unconscionable at the time the contract was made may (i) refuse to enforce
the contract; (ii) enforce the remainder of the contract without the
unconscionable clause; or (iii) limit the application of any unconscionable
clause in order to avoid an unconscionable result.

B. Whenever it is claimed, or appears to the court, that a contract or any
contract clause is or may be unconscionable, the parties, in order to aid the
court in making the determination, shall be afforded a reasonable opportunity to
present evidence as to:

   1.  The commercial setting of the negotiations;

   2.  Whether a party has knowingly taken advantage of the inability of the
   other party to reasonably protect his interests by reason of physical or
   mental infirmity, illiteracy, or inability to understand the language of the
   agreement or similar factors;

   3.  The effect and purpose of the contract or clause; and

   4.  If a sale, any gross disparity at the time of contracting between the
   amount charged for the cooperative interest and the value of the cooperative
   interest measured by the price at which similar cooperative interests were
   readily obtainable in similar transactions, but a disparity between the
   contract price and the value of the cooperative interest measured by the price
   at which similar cooperative interests were readily obtainable in similar
   transactions does not, of itself, render the contract unconscionable.

HISTORY: 1982, c. 277.