Screen a technology contract for unconscionability under UCC Article 2
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- List each clause the lawyer marks for an unconscionability reading, and record whether the contract is a transaction in goods.
- What the lawyer must review
- UCC § 2-302 says that if a court, as a matter of law, finds the contract or a clause 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. The parties must have a reasonable opportunity to present evidence of the commercial setting, purpose and effect. Section 2-102 limits Article 2 to transactions in goods, unless the context otherwise requires, and says Article 2 does not impair a statute regulating sales to consumers or other specified buyers. Section 2-105 defines goods as things movable at the time of identification to the contract, with the exclusions the section states. ABA Model Rule 1.6 says a lawyer must not reveal information relating to the representation unless the client gives informed consent, the disclosure is impliedly authorized, or a listed exception applies, and must make reasonable efforts to prevent unauthorized access. Do not put the client's contract, customer list or personal information into a public tool. The governing state's rule controls.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and 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.