Horizon Ventures of West Virginia, Inc. v. American Bituminous Power Partners, L.P.

Summary

In this concurring opinion, Justice Hutchison agrees that the circuit court prematurely granted summary judgment declaring a long-term consultation agreement unconscionable. The opinion criticizes West Virginia's requirement under Brown v. Genesis Healthcare Corp. that a party establish both procedural and substantive unconscionability, arguing that either form of unfairness, or a combination, should suffice based on a holistic assessment of the bargain.

Holdings

1. The circuit court should not have granted summary judgment and ruled the consultation contract unconscionable in light of the material facts concerning the contract's commercial setting, purpose, and effect.
2. Justice Hutchison would abandon and overrule Syllabus Point 20 of Brown v. Genesis Healthcare Corp. and hold that a claim of unconscionability may be supported by procedural unfairness, substantive unfairness, or a combination of both.

Questions Presented

1. Whether the circuit court properly granted summary judgment and declared the consultation contract unconscionable.
2. Whether West Virginia law requires proof of both procedural and substantive unconscionability before a contract or contract term may be held unenforceable.
3. Whether unconscionability should be assessed holistically in light of the contract's setting, purpose, effect, and commercial circumstances.

Disposition

reversed_and_remanded