
Contract Law: Ferguson v. Countrywide Credit Industries (Unconscionability)
Ian Ayres, teaching American Contract Law at Yale as part of his Coursera course, walks through Ferguson v. Countrywide Credit Industries as a case study in unconscionability as a formation defense against promissory liability. The case turns on a one-sided arbitration clause in an employment contract, and Ayres uses it to show how courts weigh procedural and substantive unfairness when deciding whether to void a term rather than the whole agreement. The lecture sits within a broader unit on special controls on contract formation, following earlier sessions on duress and misrepresentation. Ayres keeps the format plain: he states the facts, walks through the court's reasoning, and draws out the doctrinal test for unconscionability that students are expected to apply to later problem sets. It runs eleven minutes, short and specific rather than a full survey of the doctrine.