Stoll v. Xiong

241 P.3d 301 (2010)

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Nature of the Case

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Facts

Xiong and Yang (Ds) are husband and wife. Prior to coming to the United States, D became a refugee due to the Vietnam War. D had three years of school in Laos and learned to read and write Laotian. D attended an adult school for two years in St. Paul, Minnesota, where he learned to speak English and learned the alphabet. D understands some spoken English but can only read a 'couple' written words. Yang (D) is a Hmong immigrant from Laos. She received no education in Laos and her subsequent education consists of a six-month 'adult school' program after her arrival in 1985 in the United States at age 19. On November 8, 2004, Ds signed a 'preliminary' version of the contract which P did not execute, the contract terms at issue are the same as those in the executed January 1, 2005 contract, and Ds had time to have the disputed terms explained to them during the interim. On January 1, 2005, Ds contracted to purchase 'a sixty (60) acre parcel of real estate adjacent to land recently purchased by Shong Lee and Yer Xiong Lee.' The purchase price was $130,000. This purchase price represents $2,000 per acre and $10,000 for the cost of an access road to be constructed to the property by P. The parcel is 'adjacent to the farm recently purchased by Shong Lee and Yer Xiong Lee,' i.e., D's sister and brother-in-law, who are defendants in the companion case. As part of the contract, P was entitled to all the chicken litter from Ds' poultry houses for 30 years. Ds were required to construct a poultry litter shed on the property to store the litter. After the first growing cycle, Ds de-caked their chicken houses at a cost of $900. P discovered Ds were selling the chicken litter to others and the chicken litter shed was empty. P sued Ds for breach of the contract. P asked for specific performance and a temporary injunction to prevent any sales to third-parties. Ds claimed that the sale contract has merged into their deed filed February 18, 2005, without incorporation of the provision on chicken litter such that the provision can not run with the land. Ds also claimed unconscionability of the contract; fraud due to P's failure to provide cost information despite their limited language skills; trespass; and damages for harm to a shed caused by P's heavy equipment. At hearing on the motions for summary judgment, D argued the contract was not unconscionable and it was simply a matter of buyer's remorse. Ds argued that their illiteracy forced them to rely upon representations made to them and the interpreter available to them, D's sister, explained the land purchase price but did not herself understand the meaning of the chicken litter paragraph. The trial court found the chicken litter clause was unconscionable. P appealed.