Stoll v. Xiong

Chong Lor Xiong and Mee Yang (defendants) immigrated to America and could read little English. When they bought a chicken farm next door to Xiong’s sister and her husband, seller Ronald Stoll (plaintiff) gave them a preliminary contract to review that specified a price of $2,000 per acre. Stoll included a clause that required giving all the chicken litter to Stoll for free for 30 years. Xiong’s sister reviewed the contract with the couple, but she also had limited fluency, and none of the three understood the clause. Two months later, the couple signed a final contract incorporating those terms. After the first cleanout, Xiong traded chicken litter to others, and Stoll sued to enforce the litter provision. The couple explained they did not understand how the contract could give something valuable to Stoll for free. Stoll testified that the value of his land was actually about $2,000 per acre when sold, and he estimated the value of chicken litter from regular de-caking—not including complete cleanouts and before oil prices drove up commercial fertilizer costs—was at least $216,000 over 30 years. That meant the couple would wind up essentially paying Stoll an additional $3,325 per acre over and above the $2,000 stated purchase price. The judge declared the free-litter clause the most unconscionable contract term he had ever read and refused to enforce it. Stoll appealed.