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Note:

Elizabeth A. Dennis, Uniform Commercial Code—2-302—Unilateral Right of Termination for Cause Determinable Solely by Franchisor Unconscionable. Ashland Oil, Inc. v. Donahue,—W. Va.—, 223 S.E.2d 433 (1976), 55 TEXAS L. REV. 541 (1976).

This note examines the West Virginia Supreme Court of Appeals’ decision in Ashland, in which the court held that Uniform Commercial Code (UCC) section 2-302 prohibits as unconscionable on its face a contract provision that grants a franchisor the unilateral right to terminate upon ten days’ notice following an appraisal that the franchisee has impaired the quality or reputation of the franchise product.  Ms. Dennis concludes by recognizing that the Ashland decision gives unprecedented relief to the terminated franchisee.  Because of its broad language, if the opinion obtains acceptance, this decision could have an impact far beyond the context of franchise terminations.