## Facts

- Ronald Stoll sold Chong Lor Xiong and Mee Yang a 60-acre poultry farm in Delaware County, Oklahoma.
- The written land-sale contract included a “chicken litter” term giving Stoll all chicken litter from the poultry houses for 30 years and requiring the buyers to build a litter shed on the property.
- The buyers were Laotian/Hmong immigrants with limited education and limited English literacy; they did not understand the economic effect of the chicken-litter term when signing the preliminary and final contracts.
- After the first clean-out, Xiong traded the chicken litter to third parties instead of delivering it to Stoll.
- Stoll sued for breach of contract, seeking specific performance and injunctive relief; the buyers asserted, among other defenses, that the chicken-litter term was unconscionable.
- Evidence presented on summary judgment included Stoll’s admission that the land’s fair market value matched the stated price (about $2,000 per acre) and his estimate that the litter’s value over 30 years was at least $216,000, making the buyers’ effective cost substantially higher than the stated land price.

## Issues

1. Whether the chicken-litter clause was unconscionable as a matter of law and therefore unenforceable.
2. Whether summary judgment for the buyers was proper on the ground of unconscionability.

## Decision

- The Oklahoma Court of Civil Appeals affirmed summary judgment for the buyers.
- The court held the chicken-litter clause unconscionable and unenforceable as a matter of law.
- The court concluded there was no genuine dispute of material fact relevant to unconscionability, making the issue suitable for summary adjudication.

## Legal Principles

- A contract term is unconscionable if it is so one-sided that no fair and honest person would propose it and no rational person would accept it, particularly where there is no meaningful choice and the term is unreasonably favorable to the drafter.
- Unconscionability analysis considers both:
  - procedural unconscionability (bargaining process and meaningful choice, including disparities in education, language ability, and understanding), and
  - substantive unconscionability (harshness and economic disproportionality of the term).
- Unconscionability may be resolved as a question of law on summary judgment when the relevant facts (contract text, parties’ capacities, and economic impact) are essentially undisputed.

## Conclusion

The court refused to enforce a 30-year chicken-litter transfer provision that imposed an extreme, long-term economic burden unrelated to the stated land price, and it affirmed summary judgment because the undisputed record showed both substantive unfairness and a lack of meaningful choice due to the buyers’ limited ability to understand and negotiate the term.


Stoll v. Xiong, 2010 OK CIV APP 110, 241 P.3d 301 (Okla. Civ. App. 2010)