FOOD ASSOCIATES, INC., HAROLD ADELMAN, AND LEO MARK, APPELLANTS,
v.
CAPITAL ASSOCIATES, INC., A FLORIDA CORPORATION, ET AL., APPELLEES
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Food Associates appealed a summary judgment dismissing their claims that a lease was unconscionable and that a subsequent sale of leased equipment was not commercially reasonable. The court held that unconscionability claims under Florida's UCC require an evidentiary hearing and cannot be resolved on summary judgment, and that the burden of proving commercial reasonableness in the sale rested with the appellee, not the appellants.
The court held that subsection (2) of § 672.302 requires an evidentiary hearing and cannot be resolved through summary judgment on counter-affidavits. The court also held that the burden of proving commercial reasonableness rested with the appellee, not the appellant, and that general conclusory statements in affidavits do not satisfy the movant's burden on summary judgment.
[1] A party claiming unconscionability in a contract is entitled to a reasonable opportunity to present evidence regarding the contract's commercial setting, purpose, and eff…
[2] A court may not resolve the issue of contract unconscionability as a matter of law on summary judgment without affording the parties an evidentiary hearing.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.”
Establishes statutory requirement for evidentiary hearing on unconscionability, which cannot be bypassed via summary judgment.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceFood Associates leased cash registers from Capital Associates under a lease containing provisions later found in a prior Capital Associates case to im…
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GLICKSTEIN, Judge.
This is an appeal from a summary final judgment in favor of a party that was also involved m Capital Associates, Inc. v. Hudgens, 455 So. 2d 651 (Fla. 4th DCA 1984). In that case we specifically found section 672.302(2), Florida Statutes (1983), to apply to leases. The leases in both cases contain the same relevant language. Section 672.302 provides:
(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
We hold here that subsection (2) was not intended to be resolved by counter affidavit in a summary judgment scenario. Cf. City and County of Honolulu v. Midkiff, 62 Hawaii 411, 419, 616 P. 2d 213, 218 (1980).
Accordingly, it was error for the trial court to deny appellants an evidentiary hearing and to conclude, in the absence of same, that the lease was not unconscionable as a matter of law; therefore, we reverse and remand.
Next, we conclude that the trial court erroneously held that appellee was entitled to summary judgment upon the question whether the sale for $1,000 of the cash registers, which had been leased for $25,000, was done in a commercially reasonable manner. The trial court, in rejecting appellant’s affidavit, appears to have incorrectly placed the burden of proof regarding this issue upon appellant rather than upon appellee, upon which it properly belonged. See General Development Utilities, Inc. v. Davis, 375 So. 2d 20 (Fla. 2d DCA 1979).
In the present case, virtually no evidence was presented by appellee as to the time, place and manner of the sale, other than the fact that appellee’s vice president submitted an affidavit saying that appellee accepted the highest of three bids and “sold the same, in accordance with commercially reasonable standards.” In Seinfeld v. Commercial Bank & Trust Company, 405 So. 2d 1039 (Fla. 3d DCA 1981), the court held that general statements in an affidavit in support of a motion for summary judgment and which are framed in terms of only conclusions of law, do not satisfy movant’s burden of establishing nonexistence of a genuine issue of material fact.
Finally, we agree with the trial court that the question of conspicuousness involved in chapter 672, Florida Statutes (1983), was one of law, there being no dispute as to what the contract said or the size and color of the print.
GUNTHER and STONE, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
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Rappa v. Island Club W. Dev., Inc., 890 So. 2d 477 (Fla. 5th DCA 2004)…rbitration. See Chapman v. King Motor Co. of S. Fla., 833 So. 2d 820, 821 (Fla. 4th DCA 2002) (holding that purchasers were entitled to evidentiary hearing on uncon-scionability of arbitration agreement); Food Assocs., Inc. v. Capital Assocs., Inc., 491 So. 2d 345, 345 (Fla. 4th DCA 1986) (finding that trial court erred in determining issue of unconscionability of equipment leases without first conducting evidentiary hearing on the issue). ORDER QUASHED and REMANDED. PETERSON and TORPY, JJ, concur.…
Authorities Cited
- Rodger Sheets v. Sheets, 405 So. 2d 1039 (Fla. 3d DCA 1981)
- Seinfeld v. Commercial Bank & Tr. Co., 405 So. 2d 1039 (Fla. 3d DCA 1981)
- Rood v. Mabie, 375 So. 2d 20 (Fla. 1st DCA 1979)
- Gen. Dev. Utils., Inc. v. Davis, 375 So. 2d 20 (Fla. 2d DCA 1979)
- Priest v. Priest, 455 So. 2d 651 (Fla. 4th DCA 1984)