## Facts

- A corporation entered into a written motor-vehicle lease with a financing company; the corporation’s president executed a personal guaranty of the lease obligations.
- The lease, as extended, gave the lessee (at lease end) a purchase option for about $16,863.75.
- The lease also required an excess-mileage payment of $0.15 per mile for mileage exceeding 85,011 miles if the vehicle was returned rather than purchased.
- At the end of the lease term, the lessee returned the vehicle with roughly 180,409 miles and did not exercise the purchase option.
- The lessor calculated an excess-mileage charge of about $14,309.70; the lessee refused to pay.
- The lessee argued the excess-mileage charge was unconscionable because the total charge was nearly equal to the option price and exceeded the vehicle’s actual value at return.

## Issues

1. Whether the excess-mileage clause was substantively unconscionable and therefore unenforceable.
2. Whether, on the undisputed lease terms and mileage, the lessor was entitled to summary judgment enforcing the excess-mileage charge.

## Decision

- The appellate court reversed the denial of summary judgment.
- The excess-mileage clause was not unconscionable as a matter of law.
- No genuine issue of material fact existed as to the lessee’s liability under the clear contract term.
- The case was remanded with direction to enter summary judgment for the lessor on the excess-mileage claim.

## Legal Principles

- Unconscionability in commercial contracting is a narrow doctrine; a term is unenforceable only if it is so one-sided that it “shocks the conscience” and is of a kind no reasonable person would agree to and no honest person would exploit.
- A per-mile excess-usage charge in an auto lease serves a legitimate commercial purpose by compensating the lessor for diminished residual value from extraordinary use.
- A clear, unambiguous risk-allocation term in a commercial contract will generally be enforced absent evidence of extreme unfairness or meaningful procedural abuse.
- Where the contract language and material facts (including performance and nonpayment) are undisputed and the asserted defense fails as a matter of law, summary judgment is appropriate.

## Conclusion

The court held that a clearly stated excess-mileage provision in a commercial auto lease was enforceable even though the resulting charge was substantial, and it ordered summary judgment for the lessor because the clause served a legitimate function and did not meet Georgia’s demanding standard for unconscionability.


BMW Fin. Servs., N.A., Inc. v. Smoke Rise Corp., 226 Ga. App. 469, 486 S.E.2d 629 (Ga. Ct. App. 1997)