## Facts

- Super Glue Corporation’s employees regularly rented vehicles from Avis in New York using Avis’s standard-form rental agreements.
- Super Glue sued Avis on its own behalf and on behalf of a putative class of New York renters allegedly subjected to uniform overcharges.
- The challenged charges included a refueling charge, a collision damage waiver (CDW) charge, and late return fees and related rental charges.
- Super Glue alleged the contract terms and fee practices were unconscionable under the U.C.C., breached the contractual obligation of good faith, and constituted deceptive acts or practices under New York General Business Law (GBL) § 349.
- The trial court dismissed multiple causes of action premised on unconscionability and breach of good faith and struck class allegations tied to the GBL § 349 claim.
- Super Glue appealed the dismissal of the unconscionability/good-faith damages counts and the refusal to permit class-action treatment of the § 349 claim.

## Issues

1. Whether unconscionability under the U.C.C. and breach of the U.C.C. obligation of good faith can support independent affirmative causes of action for monetary damages.
2. Whether a GBL § 349 deceptive-practices claim may proceed as a class action when the plaintiff seeks actual damages and injunctive relief and waives statutory minimum and treble (penalty) damages.

## Decision

- The court affirmed dismissal of the causes of action seeking damages based solely on unconscionability and breach of the obligation of good faith.
- The court modified the order to allow class-action treatment of the GBL § 349 claim.
- The court held the § 349 claim could proceed on a class basis for actual damages and injunctive relief if the plaintiff waived statutory minimum and treble/penalty components.
- The matter was remanded for further proceedings consistent with permitting the § 349 class claim under the stated waiver.

## Legal Principles

- Unconscionability under the U.C.C. is primarily a defensive doctrine used to prevent enforcement of oppressive terms; it does not, by itself, create an affirmative claim for monetary damages.
- The U.C.C. obligation of good faith is not an independent source of damages; absent a separate actionable wrong, a standalone “bad faith” count does not state a damages claim.
- A GBL § 349 claim may be maintained as a class action seeking actual damages and injunctive relief when the plaintiff waives statutory minimum and treble/penalty damages.
- Class treatment is appropriate where standardized practices and form contracts generate common questions that predominate and where individual damages are too small to make separate actions practical.

## Conclusion

The court rejected attempts to convert U.C.C. unconscionability and good faith into standalone damages causes of action, but permitted class litigation under GBL § 349 for actual damages and injunctive relief when penalty remedies are waived and common issues arising from uniform contract practices predominate.


Super Glue Corp. v. Avis Rent A Car Sys., Inc., 132 A.D.2d 604, 517 N.Y.S.2d 764 (App. Div. 2d Dep’t 1987)