Campbell Soup made output contracts with farmers, providing seedand agreeing to purchase the entire crop at a fixed price of$30/ton. The Wentz brothers were farmers who grew Chantenay carrotsfor Campbell. In 1947, the scarcity of these carrots raised theprice per ton to $90. Campbell’s soup needed these particular kindsof carrots for their soup because of their shape, color, andconsistency. The contract contained some very lopsided provisionsthat excused Campbell’s Soup from performing in many cases, butprevented the farmers from selling elsewhere withoutpermission.

For each individual grower the agreement was made by filling innames and quantity and price on a printed form furnished byCampbell Soup. The form was quite obviously drawn up by skillfuldraftsmen with the buyer's interests in mind.

Paragraph 2 provided for the manner of delivery. Carrots were tohave their stalks cut off and be in clean sanitary bags or othercontainers approved by Campbell. This paragraph concluded with astatement that Campbell's determination of conformance withspecifications shall be conclusive.

The next paragraph allowed Campbell to refuse carrots in excessof twelve tons to the acre. The next contained a covenant by thegrower that he will not sell carrots to anyone else except thecarrots rejected by Campbell nor will he permit anyone else to growcarrots on his land. Paragraph 10 provided liquidated damages tothe extent of $50 per acre for any breach by the grower. There wasno provision for liquidated or any other damages for breach ofcontract by Campbell.

Paragraph 9 stated that Campbell was excused from acceptingcarrots under certain circumstances. But even under suchcircumstances the grower, while he could not say Campbell is liablefor failure to take the carrots, was also not permitted to sellthem elsewhere unless Campbell agreed. What the grower could dowith his product under the circumstances set out was not clear. Hehas covenanted not to store it anywhere except on his own farm andalso not to sell to anybody else.

Since the contract price was only $30, the Wentz’s sold most oftheir carrots to Lojeski, who sold half to Campbell. WhenCampbell's found out that they were buying “contract carrots” theysued for specific performance.

There was no claim by the Wentz brothers that the contract wasillegal. Nor was it suggested that there was any excuse for theWentz brothers who deliberately broke an agreement entered intowith Campbell.

However, when a party comes to court and asks for an equitableremedy like specific performance (in effect, asking the court toorder the Wentz brothers to do exactly what the contract requiredthem to do), the court will not grant this remedy if it is feltthat the contract is unconscionable.

Is the contract that Campbell Soup entered into with the Wentzbrothers unconscionable? Why or why not? What are the ethicalissues that are raised here?

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