Ilkhchooyi v. Best

Westar (defendant) presented Ilkhchooyi (plaintiff), its commercial tenant, a new lease on a take-it-or-leave-it basis, falsely representing it matched the prior sublease, while burying in small print a clause requiring Ilkhchooyi to pay Westar three-fourths of any consideration received on assignment beyond the lease's rent, including proceeds attributable to the sale of Ilkhchooyi's business or a non-compete covenant. When Ilkhchooyi sold his business for a price including $40,000 for a non-compete covenant, Westar demanded $30,000 to consent to the assignment; Ilkhchooyi refused, Westar withheld consent, and the buyer reduced the purchase price by $40,000 as a result. The trial court found the profit-sharing clause unconscionable and awarded Ilkhchooyi $40,000 in general damages and $30,000 in punitive damages, and Westar appealed.