On April 28, 2025, Justice Chimes of the Erie County Commercial Division issued a decision in Kalamata Capital Group, LLC v. Colorado Trailers, Inc., 2025 NY Slip Op. 31502(U), holding that an unconscionability defense failed for lack of allegations of unequal bargaining power, explaining:
Defendants also argue that the RPA is unconscionable. An unconscionable contract has been defined as one which is so grossly unreasonable as to be unenforceable because of an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party. A determination of unconscionability generally requires a showing that the contract was both procedurally and substantively unconscionable when made. Absent any aggravating factors which indicate an inequity in bargaining power, price alone will not support a finding of substantive unconscionability. Here, defendants fail to establish that they were coerced in any way into agreeing to the RPA.
9Internal quotations and citations omitted).