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certain rights cannot be varied by the partnership agreement.
See id. at sec. 17-21-103(b). Such non-variable rights do not
include the right to impose transfer restrictions on partnership
interests. See id.
Respondent further argues that the buy-sell agreements
should be set aside as unconscionable contracts of adhesion.
Respondent points to Tamma Hatten’s lack of legal representation
when she acquired interests in the True companies and entered
into the buy-sell agreements and withdrew from the True
companies, her lack of control over the buy-sell agreement terms,
and her inferior bargaining position to support his
unconscionability argument. A “contract of adhesion” is a
“standard-form contract prepared by one party, to be signed by
the party in a weaker position, usu. a consumer, who has little
choice about the terms.” Black’s Law Dictionary 318-319 (7th ed.
1999). Under Wyoming law, unconscionability is tested at the
time of the agreement and “is considered as a form of fraud
recognized in equity, but such fraud should be ‘apparent from the
intrinsic nature and subject of the bargain itself; such as no
man in his senses and not under delusion would make on the one
hand, and no honest and fair man would accept on the other’”. In
re Estate of Frederick, 599 P.2d 550, 556 (Wyo. 1979). We do not
believe that conditions present at the inception of the True
companies buy-sell agreements would meet these definitions. The
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