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Waters v. Min Ltd.

Citation. 412 Mass. 64 (Supreme Judicial Court of Massachusetts, 1992)
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Brief Fact Summary.

Gail A. Waters (Plaintiff) entered into a contract with “the DeVito defendants” (Defendants) whereby she was to assign to Defendants an annuity with a cash value of $189,000 to them in exchange for $50,000.  Plaintiff sought to rescind the contract on the ground of unconscionability.  

Synopsis of Rule of Law.

In determining whether a something is unconscionable, particular attention must be paid to whether the challenged provision could result in oppression and unfair surprise to the disadvantaged party and not to allocation of risk because of “superior bargaining power.” 

If the sum total of the provisions of a contract drive too hard a bargain, a court of conscience will not assist its enforcement.


The Plaintiff purchased the annuity using proceeds from an accident settlement when she was eighteen.  At twenty-one, she became romantically involved with defendant Thomas Beauchemin, an ex-convict, who introduced Plaintiff to drugs. 

Beauchemin suggested Plaintiff sell her annuity, and introduced her to the Defendants, who drafted the contract with legal assistance.  The contract was partially signed on the hood of a car, and partially signed in a restaurant.  The Defendants deducted Beauchemin’s $7,000 debt from one of their payments to the Plaintiff.

The lower court judge found the contract unconscionable, and Defendants appealed.  


Was the contract unconscionable?


Yes.  Affirmed.

·         The Defendants assumed no risk in entering the contract, and Plaintiff gained no advantage. 

·         The disparity of interests was “so gross” that the court could not “resist the inference that it was improperly obtained and unconscionable.”  






The Plaintiff was naïve and vulnerable, and Defendants took advantage of her in an extreme way by contracting to pay her $50,000 for an annuity with a cash value of $189,000.  The contract was unconscionable.  

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