Unconscionability is evaluated by looking at the totality of circumstances. This typically involves both procedural and substantive unconscionability. Procedural unconscionability refers to unfairness in the bargaining process (like fine print and lack of clarity), while substantive unconscionability involves unfairly one-sided terms. In this scenario, the fine print on the reverse side of the agreement and the oppressive term that the couple doesn't own any furniture until all purchases are paid off, combined with their lack of bargaining power due to credit issues, strongly suggest unconscionability. Courts often look at these factors together to decide if an agreement is unenforceable due to being excessively unfair.
In contract law, the Statute of Frauds requires certain types of contracts to be in writing to be enforceable, including contracts for the sale of goods priced at $500 or more. However, there are exceptions to this rule. One key exception is for specially manufactured goods. In this scenario, the widgets were specially made for the buyer with their logo imprinted on them. The manufacturer had already started the manufacturing process and created a special mold for the buyer's order. This falls under the exception for specially manufactured goods, making the oral contract enforceable despite the Statute of Frauds. Additionally, the buyer's payment for the 10,000 widgets further supports the existence of a contract. Courts generally protect the interests of parties who have acted in reliance on an agreement, especially when goods are custom-made and not easily sold to others. The "benefit of the bargain" rule, while relevant in some contexts, doesn't directly apply here. The key factor is the exception for specially manufactured goods.
Apparent authority exists when a third party reasonably believes, based on the principal's actions, that the agent has the authority to act on the principal's behalf. Here, the businessperson provided the assistant with all the materials that made it look like she was officially representing him. This included business cards, brochures, promotional materials, and order forms with the businessperson's logo. These items are known as the *indicia of authority*, meaning they serve as signs or evidence that the assistant had the authority to act. Furthermore, the assistant explicitly told third parties that she was acting on behalf of the businessperson and had the authority to execute contracts. Given these circumstances, a reasonable third party would believe that the assistant was authorized to negotiate deals. Because of this, the principal (the businessperson) is "estopped" (prevented) from denying the assistant's authority to bind him to the contract. Essentially, the businessperson can’t turn around and refuse to honor the deal because he made it look like the assistant had the authority to make such deals. This principle is supported by various case laws such as Jarvis v. K & E RE ONE, LLC and Haviland v. Simmons, which reinforce that the principal is bound by the agent's actions when they have conferred what reasonably appears to be authority to the agent.
Therefore, based on these principles, the orchard’s motion to dismiss is unlikely to be granted because the delay in payment was minor and did not materially impair the value of the contract as a whole. The retailer may still be entitled to enforce the contract and seek damages for the difference in price as stipulated.
Thus, while the breach of contract may be valid, the specific claims for "embarrassment and humiliation" and the market value of the personal data may not be sufficient to state a claim for damages in a breach of contract action. The court would likely require more concrete evidence of economic harm or losses directly resulting from the breach.
