## Facts

- Louisiana cotton farmers entered forward contracts (Jan.–Mar. 1973) to sell all cotton grown on specified acreage to cotton buyers using standardized industry forms.
- Contract prices ranged from about 29 to 41 cents per pound and reflected the fair market value when made.
- By harvest time (around Sept. 1973), cotton prices rose to roughly 80 cents per pound.
- Farmers sued for declaratory relief that the contracts were invalid or unenforceable, asserting unfairness, lack of mutual assent, unconscionability, lesion under Louisiana law, public policy concerns, and alleged collusion or superior market knowledge by buyers.
- Some plaintiffs sought class certification for similarly situated producers (including a proposed sharecropper class) and preliminary injunctions to prevent enforcement and related seizure remedies.
- Buyers denied wrongful conduct and counterclaimed for specific performance, seeking mandatory injunctions compelling delivery of the contracted cotton.
- The court addressed contract enforceability, equitable relief, class certification, and related provisional remedies in consolidated actions.

## Issues

1. Whether forward cotton sales contracts remain enforceable under Louisiana law despite a drastic post-contract price increase.
2. Whether buyers were entitled to specific performance compelling delivery of cotton at the contract price.
3. Whether plaintiffs satisfied the requirements for class certification for statewide groups of farmers or sharecroppers.
4. Whether preliminary injunctive relief or sequestration-type measures were warranted pending adjudication.

## Decision

- The court held the forward contracts valid and enforceable notwithstanding the subsequent market price spike.
- The court rejected theories based on unfairness, lack of mutual assent, lesion, and public policy where the price was fair at formation and plaintiffs did not prove fraud or improper conduct.
- The court granted buyers specific performance by mandatory injunction, requiring farmers to deliver cotton under the contracts.
- The court denied plaintiffs’ requests for preliminary injunctions restraining enforcement.
- The court denied class certification, finding the proposed classes failed to meet procedural requirements due to misaligned interests and individualized contract circumstances.
- In a related antitrust action, the court stayed proceedings (except a pending preliminary-injunction matter) pending resolution of the contract disputes, without deciding the asserted dependency of antitrust liability on contract invalidity.

## Legal Principles

- A contract made at arm’s length between competent, experienced parties is generally enforced as written even if later market conditions make performance economically unfavorable to one party.
- Large ex post disparities between contract price and market price do not, by themselves, establish invalidity when the contract price reflected fair market value at formation.
- Allegations of superior market foresight do not vitiate consent absent proof of fraud, misrepresentation, or other wrongful conduct.
- Under Louisiana law, lesion or price inadequacy theories do not apply merely because market prices later rise sharply after a fair bargain was struck.
- Specific performance may be ordered for definite commodity-delivery obligations when the contract is clear and legal remedies are inadequate in light of market volatility and downstream commitments.
- Class certification is inappropriate where individual issues tied to differing contracts, parties, terms, and circumstances predominate and the proposed class lacks aligned interests.

## Conclusion

The court enforced forward cotton sales contracts despite an extraordinary rise in cotton prices, ordered specific performance requiring delivery at the agreed prices, and denied both class certification and farmers’ requests for preliminary injunctive relief, treating market-price fluctuation as a risk allocated by the contracts.


Bolin Farms v. Am. Cotton Shippers Ass’n, 370 F. Supp. 1353 (W.D. La. 1974)