Report No. 199
The case of Campbell Soup Co. v. Wentz, 172 F. 2d 80, 3d cir, (1948) (as cited in Fansworth - Contracts, p. 419), is cited in comment 1 to UCC 2-302. The case concerned a standard form-carrot-grower contract. The defendant had committed his entire crop of carrots to Campbell for a price of not more than $ 30 a ton. At the time of delivery, a scarcity had developed and such goods were virtually unobtainable and their price had also risen to at least $ 90 a ton. Campbell's supplier began to sell some of their crops to others and Campbell brought an action to enjoin further sales elsewhere by the defendant and for specific performance.
The Court of Appeals found several provisions of the contract to be objectionable and refused to grant equitable relief. It said that the contract was obviously "drawn by skilful draftsmen with the buyer's interests in mind", and that it was too hard a bargain to entitle the plaintiff to relief in a court of conscience.