Can a Louisiana court refuse to enforce this contract, or a term of it, simply because the price or bargain was grossly one-sided?
Generally no for an ordinary commercial contract, but the flat version of that answer is wrong. Louisiana has no unconscionability doctrine running across all contracts, and the analogous civil-law doctrine is LESION, available only in the specific cases a statute names. It does, however, have a statutory unconscionability power in one named field, and that one reads like UCC § 2-302: La. R.S. 9:3551, headed "Unconscionability", provides that "With respect to a consumer credit transaction, if the court as a matter of law finds the agreement or any clause of the agreement to have been unconscionable at any time it was made the court may refuse to enforce the agreement, or it may enforce the remainder of the agreement without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result". The same section carries its own answer to most arguments under it: anything "expressly permitted by this chapter or any other law or regulation of this state or of the United States or subdivision of either" is not unconscionable. So the first question is not whether Louisiana knows the word, it is whether the deal is a consumer credit transaction. Civil Code art. 1965: "A contract may be annulled on grounds of lesion only in those cases provided by law." The Louisiana Supreme Court applies this as a genuine closed list, not a general fairness backstop: in McCarthy v. Evolution Petroleum Corp., rejecting a claim that a mineral-lease purchase price was inadequate, the Court held that "an allegation of inadequate price paid for a mineral interest is the essence of a lesion claim, but is not actionable," and that "plaintiffs' allegations of insufficient price are claims of lesion, which are barred by Article 17" (Mineral Code Article 17, which the Court quoted: "A sale of a mineral right is not subject to rescission for lesion beyond moiety"), adding "See also La. C.C. art. 1965 ('A contract may be annulled on grounds of lesion only in those cases provided by law.')". The result was dismissal: "Thus, plaintiffs have no cause of action", the appellate court reversed and the exception of no cause of action reinstated, with the Chief Justice dissenting and one justice additionally concurring. That is art. 1965 operating as written: lesion exists only where a law grants it, and there a law withdrew it (the classic example being lesion beyond moiety in a sale of immovable property, art. 2589 and following, not itself read for this rule). A distinct, narrower Code doctrine governs an unlawful BARGAIN rather than an unfair price: art. 1968, "The cause of an obligation is unlawful when the enforcement of the obligation would produce a result prohibited by law or against public policy," naming gaming, gambling, and unauthorized wagering as examples.
The trap
Do not treat art. 1965 as inviting a court to weigh whether a price or bargain was generally "fair": McCarthy shows the Supreme Court treating a bare claim of inadequate price as squarely a lesion claim, and therefore barred outright where a statute (there, Mineral Code art. 17) withdraws lesion for that kind of sale, rather than as an opening for a broader unconscionability-style review. A drafter accustomed to a common-law procedural or substantive unconscionability defense (unequal bargaining power, unfair surprise, one-sided terms) should not assume Louisiana recognizes an equivalent general doctrine for an ordinary commercial contract: no authority read for this rule extends art. 1965 or art. 1968 into a general unconscionability review outside lesion's named statutory categories. What exists instead is a short list of field-specific statutes, R.S. 9:3551 for consumer credit being the broadest, and the word "unconscionable" appears in only seven published Louisiana sections in all. Check whether the contract sits in one of those fields before concluding the defence is unavailable. Article 1968's unlawful-cause doctrine is a narrower, different tool aimed at the OBJECT of the bargain being illegal or against public policy (its examples are unauthorized gaming and gambling), not at the bargain being merely one-sided: a badly one-sided but lawful commercial term is not rendered unenforceable by art. 1968 simply because it is harsh.
9 authorities
- statuteLa. Civ. Code art. 1965enactment date not established
The words that state the rule
A contract may be annulled on grounds of lesion only in those cases provided by law.
- statuteLa. Civ. Code art. 1968enactment date not established
The words that state the rule
The cause of an obligation is unlawful when the enforcement of the obligation would produce a result prohibited by law or against public policy.
The words that state the rule
See also La. C.C. art. 1965 (“A contract may be annulled on grounds of lesion only in those cases provided by law.”).
The words that state the rule
an allegation of inadequate price paid for a mineral interest is the essence of a lesion claim, but is not actionable.
The words that state the rule
Thus, whether viewed at the time of offer or time of sale, we find plaintiffs’ allegations of insufficient price are claims of lesion, which are barred by Article 17.
The words that state the rule
As to mineral rights, however, Article 17 provides: “A sale of a mineral right is not subject to rescission for lesion beyond moiety.”
- statuteLa. Civ. Code art. 1968enactment date not established
The words that state the rule
Examples of obligations with unlawful causes include those that arise from gaming, gambling, and wagering not authorized by law.
- statuteLa. R.S. 9:3551enactment date not established
The words that state the rule
Unconscionability With respect to a consumer credit transaction, if the court as a matter of law finds the agreement or any clause of the agreement to have been unconscionable at any time it was made the court may refuse to enforce the agreement, or it may enforce the remainder of the agreement without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result; provided, however, for the purposes of this chapter, an agreement, clause, charge or practice expressly permitted by this chapter or any other law or regulation of this state or of the United States or subdivision of either, or an agreement, clause, charge or practice necessarily implied as being permitted by this chapter or any other law or regulation of this state or the United States or any subdivision of either is not unconscionable.
The words that state the rule
Thus, plaintiffs have no cause of action. For the foregoing reasons, the judgment of the appellate court is reversed and the ruling of the district court granting the defendants’ exception of no cause of action and dismissing the case with prejudice is reinstated. REVERSED.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.