Review a sale-of-goods contract for a possible unconscionable clause
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Mark clauses in a contract for the sale of goods that the lawyer asks to have read against the unconscionability rule, and quote them. Do not decide that any clause is unconscionable.
- What the lawyer must review
- Uniform Commercial Code § 2-302: if the court as a matter of law finds the contract, or any clause, to have been unconscionable at the time it was made, the court may refuse to enforce the contract, enforce the remainder without the unconscionable clause, or limit the clause to avoid an unconscionable result. When unconscionability is claimed or appears, the parties shall have a reasonable opportunity to present evidence of the commercial setting, purpose and effect. The text that governs is the enactment in the state whose law applies. You decide whether to raise the point. The section is about goods. It is not a general consumer-contract statute. Formal Opinion 512: the mark is not the decision.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Do not begin AI assistance until the responsible lawyer has defined and confirmed its permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.