## Facts

- The Huffs stored household goods with Bekins under a standard-form storage contract (June 4, 1979) and later contracted with Bekins to move the goods from Yuma to Gilbert, Arizona (June 26, 1980).
- The moving waybills included printed terms requiring (1) a written claim within 90 days after delivery and (2) presentation of a “paid bill or receipt for charges” as a prerequisite to processing a claim.
- Bekins delivered part of the goods on July 3, 1980; the Huffs paid $2,078.64 but later stopped payment after discovering missing and damaged items.
- The remaining goods were delivered on July 12, 1980; a $163 check tendered toward remaining charges was also subject to a stopped payment.
- On July 8, 1980, the Huffs reported loss and damage and were told claim forms would be provided but that Bekins would not act on the claim until charges were paid.
- Bekins sent claim forms around July 25 and August 7, 1980, but the Huffs did not submit a completed written claim within 90 days of delivery.
- On November 7, 1980, the Huffs sued for breach of contract, alleging loss and damage exceeding $10,000; written responses and materials were provided during 1981 discovery after the 90-day period.

## Issues

1. Whether standard-form waybill provisions requiring a written claim within 90 days and payment of charges before claim processing were enforceable conditions precedent in an adhesion contract.
2. Whether enforceability under the reasonable-expectations and oppression/unconscionability limits on adhesion contracts could be decided as a matter of law on summary judgment.

## Decision

- The court of appeals reversed summary judgment for Bekins and remanded.
- The court held that material factual questions existed as to whether the 90-day written-claim requirement and the pay-first provision were within the Huffs’ reasonable expectations and whether they were unduly oppressive.
- Because enforceability turned on fact-dependent questions (including what the Huffs were told and how the terms were presented), summary judgment was improper.
- The court awarded the Huffs reasonable attorney’s fees on appeal.

## Legal Principles

- An adhesion contract is a standardized form imposed by a party with superior bargaining power on a take-it-or-leave-it basis; it is not unenforceable solely because it is adhesive.
- In adhesion contracts, a term may be denied enforcement if it is outside the adhering party’s reasonable expectations, even absent a separate finding of unconscionability.
- A term may also be denied enforcement if it is unduly oppressive or unconscionable in application.
- When reasonable-expectations or oppression/unconscionability determinations depend on disputed or uncertain facts, they generally cannot be resolved on summary judgment; inferences are drawn for the nonmoving party.

## Conclusion

The court held that a mover’s standard-form “pay first” and 90-day written-claim provisions could not be enforced as dispositive conditions precedent on summary judgment where factual questions remained about consumer expectations and potential oppression, and it remanded for further proceedings.


Huff v. Bekins Moving & Storage Co., 145 Ariz. 496, 702 P.2d 1341 (Ariz. Ct. App. 1985)