## Facts

- A retail seller used installment contracts to sell household goods to Bernice Patterson in three 1968 transactions: a portable television and stand, a dinette set, and wedding rings.
- The total contract price, including tax, was $597.25; Patterson paid $248.40 and then defaulted.
- The seller sued for the unpaid balance.
- Patterson answered that she had paid more than the goods’ fair value and that the goods were so grossly overpriced as to make the contracts unconscionable under the District of Columbia’s enactment of U.C.C. § 2-302.
- Patterson sought discovery into the seller’s pricing and practices through interrogatories, a subpoena duces tecum for business records, and appointment (based on indigency) of a special master or expert to evaluate value and condition of the goods.
- The trial court rejected these efforts, reasoning that unconscionability based on price was not recognized and that the discovery sought was outside the proper scope; it then entered judgment for the seller when Patterson offered no other defense.

## Issues

1. Whether U.C.C. § 2-302 permits an unconscionability defense in which excessive price is a relevant factor, such that a court may not categorically bar discovery on that ground.
2. Whether alleging only “gross overpricing” and payment in excess of “fair value,” without more, is sufficient to entitle a defendant to discovery and relief on unconscionability.

## Decision

- The appellate court held that excessive price can be relevant to unconscionability under U.C.C. § 2-302 as enacted in the District of Columbia, and rejected the trial court’s categorical statement that price-based unconscionability is not recognized.
- The court nonetheless affirmed the judgment for the seller because Patterson’s pleadings and proffers were too conclusory to support the requested discovery or any unconscionability determination.
- The court found no reversible error in denying interrogatories, quashing the subpoena, or refusing appointment of a special master or expert, given the inadequate factual basis for the defense.

## Legal Principles

- Under U.C.C. § 2-302, a court may refuse to enforce a contract or clause that was unconscionable at the time it was made.
- Unconscionability generally involves both: (1) substantively unfair terms (which may include extreme price disparity), and (2) procedural unfairness, such as lack of meaningful choice or other defects in the bargaining process.
- A party asserting unconscionability must plead specific facts supporting both substantively unfavorable terms and circumstances showing absence of meaningful choice; conclusory allegations of “gross overpricing” are insufficient.
- Discovery into a seller’s pricing policies and internal records may be denied when the unconscionability defense is not supported by concrete factual allegations that would make such discovery relevant and proportional.

## Conclusion

The court recognized that U.C.C. unconscionability can include consideration of excessive price, but affirmed judgment for the seller because the buyer’s pleadings alleged only overpricing and lacked factual allegations of procedural unfairness needed to justify discovery or to support an unconscionability defense.


Patterson v. Walker-Thomas Furniture Co., 277 A.2d 111 (D.C. 1971)