Brief: Rough Draft Assignment
JURI-515: Legal Writing & Analysis
Professor William Burner
September 20, 2025
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF VIRGINIA
ADVANTAGE HOUSEWARES, INC.
Plaintiff
v.
ANDREW JONES AND ALLISON JONES
Defendants
MEMORANDUM OF LAW IN SUPPORT OF ANDREW JONES AND ALLISON JONES
MOTION
TO FIND ENFORCEMENT OF CONTRACT UNCONSCIONABLE
This memorandum analyzes the question of whether the agreement made between Andrew and
Allison Jones and Advantage Housewares is unconscionable under the Virginia law of contracts.
Virginia courts utilize a two-part test that requires (1) a showing of gross disparity in the values
exchanged and (2) a showing that the relationship resulted from overreaching or oppressive
means. After applying the two-part test, it is clear that both parts are satisfied. Thus, the Joneses
contract should be found unconscionable and unenforceable.
STATEMENT OF FACTS
Andrew Jones and Allison Jones found themselves living in Greenacre, an isolated township in
Virginia with no laundromats. When both their washer and dryer broke, they were in urgent need
of replacements. Given their financial difficulties, they wanted a store that would allow a
payment plan to pay for it. After facing rejection at a few stores, the two visited Advantage
Housewares where clerk Paul Plyburn assured them that although they would need to spend
more with the payment plan, they were competitive and could deliver their items right away.
Jones rendered a signing of a contract that called for twelve monthly payments of $250 totaling
$3,000. While this seemed expensive, they agreed because of lack of options and an immediate
need. That afternoon, Advantage provided the washer and dryer.
During the fourth month, the Joneses ultimately missed a payment because of a family
emergency, but they made it up by a double payment of $500 in the next month. Advantage then
imposed a penalty of $1,000 and accelerated the contract and demanded $2,750 all at once. This
made the total cost $4,000. Later on, Andrew saw the same set selling for $1,000–$1,250 at
bigbox retailers. Advantage has now sued the Joneses requesting to enforce the contract or
repossess the appliances.
QUESTION PRESENTED
What is the two-part test that the Virginia courts apply to determine if an agreement is
unconscionable?
ARGUMENT
I. Gross Disparity – Rule Explanation
In Derby v. Derby, 378 S.E.2d 74 (Va. Ct. App. 1989), the “ruling determined that the separation
agreement was unconscionable because the wife received all of the couple’s valuable real estate,
whereas the husband surrendered his interest in exchange for no comparable consideration. The
ruling explained that, though a disparity may not lead to unconscionability alone, the level of
disparity in this case was sufficiently gross to establish unconscionability. The ruling illustrates
that the law expects more than some disparity; the disparity must be of such a degree that “no
man in his senses”1 would enter into the bargain.
Nevertheless, in the case of Galloway v. Galloway, 622 S.E.2d 267 (Va. Ct. App. 2005), the
marital agreement was upheld with the husband obtaining 94% of the marital estates. And while
significant, the court “held that even in this case, a gross disparity alone could not prove
unconscionability, especially without additional factors in this case of bad faith or duress to
sustain evolution of the agreement.”2 The case suggests that a gross disparity in the division of
property, while significant, is insufficient to show unconscionability without evidence of bad
conduct to support the conclusion. These cases therefore show extreme disparity may meet part
of the test, as no case had yet decided that a disparity alone could lead to the conclusion to vacate
the decision, unless there were indications of some other inequitable factor.
I. Gross Disparity – Application
In this case, the difference between the primary contractual price the Joneses ultimately paid, and
the market price is immense. The washer and dryer set had a value of between $1,000 and
$1,250; but the base contract with Advantage required the Jones to make $3,000 worth of
payments—already more than double. Then, the Joneses incurred the $1,000 penalty and
acceleration clause, bringing the total cost to $4,000, which was now more than three times the
market value price. The facts of this situation fit the “grossly inequitable” bargains presented in
Derby, as the terms seem to shock the conscience based on their inequity. Similar to Galloway,
no rational consumer would agree to pay triple the reasonable market price, nor would any
reasonable seller add in such terms in the absence of a licensing agreement and a case-neutral
term representing fair value for rental purposes. The Advantage Agreement is just one clear
example of the gross disparity element of unconscionability.
II. Overreaching or Oppressive Influences – Rule Explanation
In the case of Sims v. Sims, 55 Va. App. 340 (2009), the Court of Appeals “found a settlement
awarding the husband nearly all of the marital property unconscionable. Notably, the wife who
accomplished this settlement was unrepresented by counsel and was receiving minimal take
home pay such that she would take any amount while facing personal and financial hardship. The
court specifically concluded that the wife's vulnerability and lack of meaningful bargaining
power sufficed to find circumstances reflecting overreaching.”3 Thus, this case is a good
illustration of a case in which a court will look behind the terms of the contract to evaluate
whether one party has taken advantage of the other party's vulnerability.
In the case of Chaplain v. Chaplain, 682 S.E.2d 108 (Va. Ct. App. 2009), the court also “ruled
that a prenuptial agreement was invalid because it was presented to the wife shortly before
marriage, she did not have her own independent legal counsel, and her husband had not provided
complete financial disclosures at that time. The court ruled that there was both a gross disparity
of terms and oppressive circumstances of execution, which rendered the agreement
unconscionable.”4 This case demonstrates that the prenuptial agreement was presented last
minute, there was no legal representation, and there was a lack of required disclosure.
Collectively, when these factors are weighed with an uneven division of assets followed by
evidence of coercion, pressure, or lack of required disclosure, the arguments will offer significant
evidence that the marriage contract was unconscionable.
II.. Overreaching or Oppressive Influences – Application
The situation of the Joneses is strikingly similar to those of the Sims and the Chaplain. The
Joneses had no viable options: they lived in a rural area with no access to a laundromat for their
laundry, they were in a position of financial distress, and they were turned down for credit
elsewhere. Their needs for appliances were so pressing that, just as in Sims, they "had no real
option but to accept the terms as presented." To exacerbate the Joneses' vulnerability, Plyburn
assured them that the price was "competitive" when, in truth, it was three times the market price.
Additionally, the $1,000 penalty, as well as the acceleration clause, made the Joneses' liability
increase during the contract term, were hidden in the contracts and not fully explained. This is
similar to the "oppressive influences and inequality of bargaining power" cited in Chaplain. In
short, Advantage exploited the Joneses' financial distress and the pressing need for the contract in
order to secure agreement to terms that shocked the conscience, thereby meeting the second
prong of the Virginia test.
CONCLUSION
To establish that the contract is unconscionable in Virginia, both (1) gross disparity of value and
(2) overreaching or oppressive circumstances must be demonstrated. Both are present here. The
Joneses agreed to pay more than 300% of the fair market value for the appliances while under
financial duress, in urgent need of appliances, and were misled to assure that they would
purchase new appliances. Given these circumstances, Advantage’s contract is unconscionable
and should not be enforced.
DATED: September 21, 2025 Cody
Voye
Attorney for the Defendants
CERTIFICATE OF SERVICE
I, Cody Voye, attorney for the Defendants, do hereby certify that I have served upon the Plaintiff
a complete and accurate copy of this Memorandum of Law in Support of Andrew Jones and
Allison Joneses’ Motion to Find Enforcement of the Contract Unconscionable, by placing a copy
in the United States Mail, sufficient postage affixed and addressed as follows:
John Smith
1234 Appliances Lane
Greenacre, VA 23456
DATED: September 21, 2025 Cody
Voye
Attorney for the Defendants
1Derby v. Derby, 378 S.E.2d 74, 79 (Va. Ct. App. 1989).
2Galloway v. Galloway, 622 S.E.2d 267, 272 (Va. Ct. App. 2005).
3Sims v. Sims, 677 S.E.2d 593, 596 (Va. Ct. App. 2009).
4Chaplain v. Chaplain, 682 S.E.2d 108, 113 (Va. Ct. App. 2009).
