How to Determine If a Contract Is a Contract of Adhesion ?
In Graham v. Scissor-Tail, Inc. (1981) 28 Cal.3d 807, 817-820 the Supreme Court took a slightly different approach, first examining whether the contract was a contract of adhesion, and then asking whether enforcement should be denied because of frustration of reasonable expectations of the weaker party, or unconscionability.
Subsequently, in Perdue v. Crocker National Bank (1985) 38 Cal.3d 913, 925, footnote 9, our state's high court noted that the alternative paths of Graham v. Scissor-Tail and a & M Produce "should lead to the same result."
The Court in Armendariz mentioned both approaches with approval. ( Armendariz, supra, 24 Cal.4th at pp. 113-114; Marin Storage & Trucking, Inc. v. Benco Contracting & Engineering, Inc. (2001) 89 Cal.App.4th 1042, 1053.)
Courts in California have long held that acceleration clauses in promissory notes that call for remittance of unearned interest upon declaration of default and payment of the debt are unconscionable and will not be enforced. ( Mann v. Earls (1964) 226 Cal.App.2d 155, 158; see Furesz v. Garcia (1981) 120 Cal.App.3d 793, 797.)