This multiparty litigation presents the question of responsibility of the financing party under a lease-purchase agreement for the malfunctioning of the covered equipment. The trial court held the financing party here free of any legal responsibility *627for the malfunctioning, and the lessee-purchaser appeals.
In early 1970, King Louie International Incorporated (“King Louie”) was the owner of radio station KBEA. It desired to automate the station in order to conserve the cost of manpower. After surveying different types of equipment on the market, King Louie decided in favor of equipment offered by International Good Music, Inc. (“IGM”). IGM presented an Equipment Proposal dated March 30, 1970, as supplemented on April 1, 1970, under which there were cash terms and also terms for a 60 month lease, at the end of which King Louie could acquire title for one dollar. The proposal also contained as one of its terms the following express warranty: “All equipment manufactured by IGM shall carry a full one year warranty after delivery.” King Louie by letter dated April 6,1970, accepted the lease terms and enclosed a check for the down payment. The order was acknowledged by IGM by letter dated April 10, 1970.
IGM did not have any facilities for carrying the financing of the lease agreement itself. Its general practice with respect to such lease-purchase arrangements was to utilize the services of a finance broker, International Financing Incorporated, which in turn did business with some 17 finance companies, each of which tended to specialize in a certain type of equipment and size of transactions. In this particular case, IGM submitted the contemplated King Louie transaction to International Financing on April 1,1970, concurrently with the submission of its written Equipment Proposal to King Louie. In response to that approach from IGM, International Financing wrote to King Louie on April 15, 1970, requesting signature to various forms which International Financing would need to arrange the necessary financing. At about this same time, International Financing submitted the proposed transaction to Funding Systems Leasing Corporation (“Funding Systems”).
Funding Systems submitted its standard lease-purchase forms to King Louie, and discussions then took place between it and Mr. Marvin Rich, attorney for King Louie, concerning certain objections which Rich made to the proposed terms. By letters dated April 24 and April 29, 1970, Funding Systems agreed to certain modifications demanded by Rich, and thereupon King Louie signed the Funding Systems documents, including a lease agreement dated May 7, 1970. The lease term was 60 months, called for monthly payments of $1097.91, and King Louie had an option to buy at the end of the term for one dollar.
This agreement also set out as one of its terms on the front page in capital letters and in red color the following:
“THAT THE LESSEE REPRESENTS THAT LESSEE HAS SELECTED THE EQUIPMENT LEASED HEREUNDER PRIOR TO HAVING REQUESTED THE LESSOR TO PURCHASE THE SAME FOR LEASING TO THE LESSEE, AND LESSEE AGREES THAT THE LESSOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION, QUALITY, OR OTHERWISE OF ANY SUCH UNIT. LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIM AGAINST THE LESSOR HEREIN FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER AND AS TO LESSOR, OR LESSOR’S ASSIGNEE, LESSEE LEASES THE EQUIPMENT ‘AS IS’. LESSOR AND LESSOR’S ASSIGNEE SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY UNIT LEASED HEREUNDER OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OF OPERATION THEREOF, OR THE REPAIRS, SERVICE OR ADJUSTMENT THERETO, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OR USE THEREOF OR FOR *628ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER CAUSED.”
Immediately following the quoted provisions there also appears the following: “Lessor, Lessor’s Successor or Lessor’s As-signee shall have no obligation to install, erect, test, adjust or service the equipment. * * * No defect or unfitness of the equipment shall relieve Lessee of the obligation to pay rent or of any other obligation under this Lease * * Closely following that, there appears in capital letters and heavy black type: “THIS IS A NON-CANCELLABLE LEASE FOR THE TERM INDICATED ABOVE.”
Another of the leasing documents signed by King Louie was a financing statement which was duly filed by Funding Systems with the Secretary of State of Missouri on May 18,1970. Thereupon Funding Systems made payment by its check dated May 27, 1970, to IGM for the balance of the purchase price due in the amount of $44,520.91. Delivery of the equipment was then made by IGM to King Louie in late May or early June, 1970. (By mistake a small part of the equipment had previously been delivered by IGM to ISC, whose subsidiary Intermedia had entered into a contract in 1969 for the purchase of KBEA from King Louie, contingent upon approval of the Federal Communications Commission.) Sometime soon thereafter, Funding Systems assigned the lease-purchase obligation to Chase Manhattan Bank.
The equipment malfunctioned from the very beginning and failed to perform the purpose of automating the station as intended. IGM however responded promptly to complaints from King Louie and sent engineers to Kansas City who worked diligently at attempting to correct the equipment. Difficulty continued to the point that Rich wrote a letter dated July 15,1970, addressed jointly to Funding Systems, Chase Manhattan and IGM stating that King Louie “has recently leased some equipment from International Good Music Company through Funding Systems Leasing Corp. This letter is to advise again that the equipment has never functioned properly and continues to malfunction, has never been accepted by the lessee and the lessee will not make any payments in connection with said equipment until the equipment is in the proper condition to carry out the functions for which it was leased.”
Sometime in July, 1970, the Federal Communications Commission finally approved the purchase of KBEA by Intermedia who then completed that purchase from King Louie. Thereafter Intermedia made payments under the lease agreement to Chase Manhattan, while IGM continued with its efforts to remedy the defects in the leased equipment. Those efforts were so ineffectual that after a year and a half Intermedia wrote a letter to Chase Manhattan dated December 17, 1971, stating, “This letter is to advise that the payment paid by KBEA Radio on or about December 1, 1971 and due December 7, 1971 will be the last payment made by Intermedia, Inc. d/b/a KBEA Radio until International Good Music gets the automated equipment in satisfactory working condition. * * * This equipment was bought from International Good Music * * * by a lease-purchase arrangement with Funding Systems Leasing Corporation * * Despite that letter, IGM continued to attempt to remedy the defects until the summer of 1972 when Intermedia finally gave up, ceased any attempt to use the equipment, and stored it away.
After Intermedia refused to make any further payments, Funding Systems commenced the present suit against King Louie, praying damages for the lease installments unpaid, together with interest, attorneys fees, certain incidental expenses and costs. King Louie filed answer and also a counterclaim based on alleged misrepresentations and breach of warranties, praying rescission of the contract and damages in the sum of $71,958.20. Intermedia intervened in the litigation and filed a counterclaim against Funding Systems alleging the same grounds and asking the same relief as King Louie. King Louie also filed a third-party petition on behalf of itself and Intermedia *629against IGM alleging misrepresentations, breach of warranties, claiming rescission and praying damages in the sum of $71,958.20 and for any judgment which might be entered against it in favor of Funding Systems. In response to the claims against it, Funding Systems filed a crossclaim against IGM praying indemnity for any judgment which might be entered against it in favor of King Louie or Intermedia, and further seeking damages against IGM for breach of warranty.
The trial court entered judgment in favor of Funding Systems against King Louie in the sum of $63,485.50; in favor of Funding Systems on the counterclaims of King Louie and Intermedia; against Funding Systems on its claims against IGM; in favor of King Louie against IGM in the sum of $22,862.86; and against Intermedia on its claim against Funding Systems. From that judgment, the sole appeal has been taken by King Louie.
King Louie relies upon the following points: (1) that the trial court erred in finding that Funding Systems was a mere financing agency and not responsible as a merchant under the Uniform Commercial Code; (2) that the court erred in failing to find the lease unconscionable; and (3) that the court erred in limiting King Louie’s recovery to only those amounts theretofore paid by King Louie.
For King Louie to prevail against Funding Systems, it must establish both of its points 1 and 2. Otherwise stated, the judgment must be affirmed if the trial court’s ruling in favor of Funding Systems can be sustained as to either point 1 or point 2. All questions with respect to these two points must be determined under New York law because in the lease agreement it is stated that “said lease shall be interpreted and the rights and liabilities of the parties here determined in accordance with the laws of the state of New York.” Such a stipulation is recognized and given effect by Uniform Commercial Code Sec. 1-105.1
Funding Systems has no interest in the third point on appeal, that issue being solely between King Louie and IGM. Although the latter appeared and was represented in the trial court, it has filed no brief nor made other appearance in this court.2
I.
APPLICATION OF U.C.C. ARTICLE 2 TO FUNDING SYSTEMS
U.C.C. Sec. 2-314 provides that “a warranty that the goods shall be merchantable is implied in a contract for sale if the seller is a merchant with respect to goods of that kind.” Sec. 2-102 further provides that “this Article * * * does not apply to any transaction which * * * is intended to operate only as a security transaction * * * >>
The application of the foregoing provisions is affected by the following definitions contained in Sec. 2-104. Subsection (1) defines the term “Merchant” as meaning “a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction * * Subsection (2) defines the term “Financing agency” as meaning “a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale * *. ‘Financing agency’ includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods.”
King Louie argues that Funding Systems is a “merchant” within the meaning of the above sections and therefore is deemed to *630have made an implied warranty under Sec. 2-314. Funding Systems argues and the trial court held that it was merely a “financing agency” and therefore does not fall within the scope of Sec. 2-314.
Whether a particular party to any given transaction falls within the scope of the implied warranty provisions of Sec. 2-314 must be determined by looking at the facts and circumstances of each case separately. Leasco Data Processing Equipment Corp. v. Starline Overseas Corp., 74 Misc.2d 898, 346 N.Y.S.2d 288 (1973). See similarly In Re Sherwood Diversified Services, Inc., 382 F.Supp. 1359 (D.C.N.Y.1974); Atlas Industries, Inc. v. National Cash Register Co., 216 Kan. 213, 531 P.2d 41 (1975). Note also U.C.C. Sec. 1-201(37). The controlling facts exonerating Funding Systems were well summarized by the trial court in its findings of fact and conclusions of law, the pertinent ones of which are quoted in the margin.3 Those findings and conclusions are fully supported by the evidence.
In this situation aptly encapsulated by those findings and conclusions, controlling New York law requires the conclusion that Funding Systems did not occupy a position covered by Sec. 2-314. The governing decision on this point is Leasco Data Processing Equipment Corp. v. Starline Overseas Corp., supra. In that case, the plaintiff was a finance company which bought office equipment designated by the defendant and then leased the equipment to the defendant. The defendant paid under the lease for three years and then defaulted, claiming the equipment to be defective. The plaintiff sued for rent due for the balance of the lease term. The New York Supreme Court, Appellate Term, First Department, held that the plaintiff was entitled to recover despite defenses based upon alleged breach of warranty. In this connection and directly applicable to the facts of our case, the court held:
“* * * the express language of the written agreement contradicts any implication that plaintiff was a ‘merchant [dealing] in goods of the kind’ within the meaning of U.C.C. section 2-104, when it says at paragraph 3, ‘lessee requests lessor to purchase the equipment from a seller and arrange for delivery which *631shall be deemed complete upon arrival at Lessee’s premises * * *’ (Emphasis supplied). Defendant’s selection of the specified machine was prompted by the recommendation of a friend, in no way connected with plaintiff or the manufacturer. A representative of the manufacturer or merchant dealing in these machines, was consulted by defendant’s president before entering into the leasing agreement with plaintiff.
“A proper construction of the written leasing agreement must find it to be a ‘title retention contract and lease * * intended as security’ within the meaning of U.C.C. 9-102(2), designed to afford defendant the advantage of having the possession and use of its own free choice of a particular machine throughout its usable expectancy, by means of long-term installment payments of $274.20 per month without the large, initial outlay of $13,710 necessary to outright purchase.
“Section 1-201(37) of the Uniform Commercial Code defined ‘security interest’ as ‘an interest in personal property * * which secures payment * * of an obligation.’ And goes on to say ‘whether a lease is intended as security is to be determined by the facts of each case; however * * an agreement that upon compliance with the terms of the lease the lessee * * has the option to become the owner of the property * * for a nominal consideration does make the lease one intended for security.’
“The lease in this case, as has been noted above, provided the defendant with an option to renew for a trifling yearly rental which for all practical purposes amounts to making defendant owner of the machine at the end of the lease for a nominal consideration until total obsolescence.
“Article 2 of the Uniform Commercial Code — (Sales), at section 2-102, expressly excludes from the application of its provisions (sec. 2-101 to and including sec. 2-725 U.C.C.) ‘any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction* * *'."
The above decision in Leasco has been followed in a number of other jurisdictions. Leasco was directly cited in In Re Sherwood Diversified Services, Inc., supra, and Atlas Industries, Inc. v. National Cash Register Co., supra. Atlas in turn was cited and followed in Citicorp Leasing, Inc. v. Allied Institutional Distributors, Inc., 454 F.Supp. 511 (D.C.Okl.1977). Other authorities refusing to hold a financier in a third-party equipment lease subject to Sec. 2-314 are All-States Leasing Co. v. Bass, 96 Idaho 873, 538 P.2d 1177 (1975); Northwest Collectors, Inc. v. Gerritsen, 74 Wash.2d 690, 446 P.2d 197 (1968); Transamerica Leasing Corp. v. Van’s Realty Co., Inc., 91 Idaho 510, 427 P.2d 284 (1967); Brescia v. Great Road Realty Trust, 117 N.H. 154, 373 A.2d 1310 (1977). See also Hawkland, “The Impact of the Uniform Commercial Code on Equipment Leasing,” U.Ill.L.Forum, 1972, p. 446, l. c. 460.
King Louie seeks to escape the force of the Leasco opinion by misinterpreting the instant transaction as being essentially a two-party sale from IGM to King Louie, with Funding Systems coming into the picture by later substitution in the nature of a novation. If that were true, then King Louie’s argument would have validity, because Funding Leasing would be in the position of an assignee who is heir to all the defenses to which his assignor is subject. Fairfield Lease Corp. v. Umberto, 7 U.C.C. Rep.Serv. 1181 (1970).4 That, however, does not correctly reflect what happened here.
*632The parties from the outset contemplated the very different kind of third party lease-financing which has become a familiar and much used device in American business.5 Certainly IGM expected its lease-purchase to be accomplished by third-party financing, because it never handled these transactions in any other way and had no capacity for handling the financing itself. Furthermore, King Louie knew from the beginning that the financing would be by a third party. As testified by Rich in his deposition which was introduced into evidence: “We originally started out thinking that IGM was going to carry this paper itself, as I recall, there was some conversation, with a sibling company or subsidiary company that purported to be in the leasing or financing business. We didn’t care how IGM chose to finance their arrangements so long as it didn’t make any difference in our arrangements with them.” (Emphasis added).6 It is also to be observed that King Louie was fully familiar with the usual methods of lease-purchasing, for as Rich testified, King Louie had made all of its major acquisitions (except real estate) by lease-purchase arrangement for at least the past 15 years. It is also to be noted that King Louie’s letter to Chase Manhattan dated July 15, 1970, and that of Intermedia dated December 17, 1971, both reflected an understanding that this had been from the outset a standard, classic three-party transaction.
Very tellingly, the timing of the various steps in this transaction demonstrates that it was from its commencement such an integrated three-party financing arrangement. At the very same time that IGM sent its Equipment Proposal to King Louie, it concurrently wrote to International Financing to get the third-party financing under way. International Financing then very promptly got in touch with King Louie to request the necessary forms signed which would have to be submitted to the financing company, and International Financing did very promptly proceed to submit the proposed transaction for approval to Funding Systems. Funding Systems without any delay then in its turn submitted its documents to King Louie, and negotiations immediately ensued between Funding Systems and Rich with respect to the financing terms. Those discussions were memorialized by written correspondence between Funding Systems and Rich as early as April 24,1970. The lease agreement itself soon followed on May 7, 1970, with filing of the finance statement in Jefferson City on May 18, 1970, and by Funding Systems’ payment to IGM on May 27, 1970. Very promptly after that payment was received by IGM, it delivered and installed the equipment at KBEA.
The closely interrelated nature of all these steps as part of a single integrated transaction distinguishes this case sharply from Industralease Automated & Scientific Eq. Corp. v. R. M. E. Enterprises, Inc., 58 A.D.2d 482, 396 N.Y.S.2d 427 (1977) upon which King Louie seeks to rely. In Indus-tralease a manufacturer, Clean Air, entered into an agreement in February to lease pollution devices to defendants, under which Clean Air assumed warranty obligations. In reliance upon that agreement, defendants proceeded to install preliminary *633structures. Then in May, Clean Air together with plaintiff finance company visited upon the defendants, stated to defendants that the February agreement was “no good” and refused to proceed with it, insisting instead that defendants sign new papers containing an unqualified disclaimer of all warranties by either Clean Air or the financing company. That situation was clearly different from our situation. Clean Air had made a completed transaction with defendants in February and it was only after the passage of many months, during which defendants had changed their position, that Clean Air turned up again and wanted to completely change the nature of the obligations.
In contrast, the case at bar involved a three-party transaction from the very beginning, with no attempt to foist any new terms upon King Louie after a prior transaction had been finally completed and after King Louie had made some change of position to its detriment. All the various steps in April and May, 1970, were parts of one total three-cornered transaction, to which there were however two distinct aspects: (1) a sale from IGM to King Louie, as to which IGM made warranties, and (2) financing by Funding Systems advanced on behalf of King Louie, for which it took title to the equipment as a security device.7 As held in Leasco, that second aspect does not carry with it any warranty obligation on the part of Funding Systems.
Although not encompassed within any point relied upon as required by Rule 84.04(d), note nonetheless will be taken of the suggestion that even if Funding Systems is exempt from liability under implied warranty, nevertheless it can be held liable under a theory of failure of consideration. The fundamental difficulty with that argument is that there has been no failure of consideration so far as Funding Systems is concerned — it has furnished and performed all of the consideration which it undertook, which was to advance the necessary purchase price to IGM. The very same argument of failure of consideration was advanced and specifically rejected in: Citicorp Leasing, Inc. v. Allied Institutional Distributors, Inc., supra, 454 F.Supp. at 514; Bill Stremmel Motors, Inc. v. IDS Leasing Corp., 89 Nev. 414, 514 P.2d 654, 656 (1973); Transamerica Leasing Corp. v. Van’s Realty Co., Inc., supra.
II.
THE ALLEGED UNCONSCIONABILITY
Even if it could be said (contrary to what has just been held under part I of this opinion) that Funding Systems can be liable for a breach of warranty or on a theory of failure of consideration, in order to prevail on this appeal King Louie must also overcome the express disclaimer of any such liability which appears on the face of the lease agreement. Such disclaimer is expressly authorized by U.C.C. Sec. 2-316.8 The disclaimer in the lease agreement here was unquestionably conspicuous, and King Louie makes no contention to the contrary.
King Louie does however undertake to avoid this disclaimer on the ground that it is unconscionable, in violation of U.C.C. Sec. 2-302.9 The code itself does not set forth any definition of “unconscionability.” A test for measuring this concept has however been suggested by Leff, “Unconscionability *634and The Code — The Emperor’s New Clause,” 115 U.Pa.L.Rev. 485 (1967) which has been widely accepted by legal commentators 10 and by New York case law. Industralease Automated & Scientific Eq. Corp. v. R. M. E. Enterprises, Inc., supra, 396 N.Y.S.2d at 431.
Under the Leff test, a distinction is made between “substantive” and “procedural” unconscionability. By substantive unconscionability is meant an undue harshness in the contract terms themselves. On the other hand, procedural unconscionability in general is involved with the contract formation process, and focuses on high pressure exerted on the parties, fine print of the contract, misrepresentation, or unequal bargaining position. Generally there must be both procedural and also substantive uncon-scionability before a contract or a clause can be voided under Sec. 2-302. S. Deutch, supra note 10; White and Summers, supra note 10; Spanogle, supra note 10. In the application of these concepts, it has been suggested by one leading writer that there be a balancing between the substantive and procedural aspects, and that if there exists gross procedural unconscionability then not much be needed by way of substantive un-conscionability, and that the same “sliding scale” be applied if there be great substantive unconscionability but little procedural unconscionability. Spanogle, supra note 10.
A. Substantive Unconscionability.
Applying these general concepts to the facts of the present case, little appears by way of substantive unconscionability.11 King Louie argues that there is un-conscionability in this sense, because the disclaimer deprives it of its most effective remedy despite the fact that the leased equipment has proved to be useless. King Louie derives this argument from United States Leasing Corp. v. Franklin Plaza Apts., Inc., 65 Misc.2d 1082, 319 N.Y.S.2d 531 (1971).12 That opinion was by a civil court of the City of New York, a court of inferior and limited jurisdiction, and the approach toward the problem of uncon-scionability adopted in that opinion has not been approved or followed by any court of superior jurisdiction in New York. Moreover, the approach taken to this problem by United States Leasing is inconsistent with subsequent opinions by courts higher in the New York judicial heirarchy, those being the decisions of the Supreme Court, Appellate Term, First Department, in Leasco Data Processing Equipment Corp. v. Starline Overseas Corp., supra, and by the Supreme Court, Appellate Division, Second Department, in Industralease Automated & Scientific Eq. Corp. v. R. M. E. Enterprises, Inc., supra. United States Leasing therefore cannot be considered as declarative of New York law.
King Louie’s argument would have great appeal if the lease agreement here had undertaken to deprive it of all warranty rights against either the financing party, Funding Systems, or the supplier, IGM. Very little would have to be added to such a total destruction of right to relief to require that it be declared unconscionable. That indeed was the situation in Industralease, supra, and is another important basis upon which that case must be distinguished from the present situation. Here, in contrast, King Louie retains its full rights for breach of warranty against IGM. As to the impor*635tance of this factor, see especially Citicorp Leasing, Inc. v. Allied Institutional Distributors, Inc., supra; Atlas Industries, Inc. v. National Cash Register Co., supra; All-States Leasing Co. v. Bass, supra.
B. Procedural Unconscionability.
While it is difficult at best to find any sound basis for declaring any substantive unconscionability in this case, it becomes flatly impossible to do so with respect to the aspect of procedural uncon-scionability. There can be no claim of surprise on the part of King Louie in light of the very prominent and conspicuous nature of the written disclaimer on the face of the lease agreement. Furthermore, as admitted by counsel for King Louie in the course of oral argument before this court, there is no claim by it of any economic coercion. Nor is there any showing whatsoever of any high pressure tactics exercised against King Louie. Still further and of very great importance, there is and could be no claim as to any inequality of position.
Leasco Data Processing Equipment Corp., supra, is squarely in point. That case under parallel facts refused to find a disclaimer of liability by the financing party under an equipment lease to be unconscionable. In reaching that conclusion the court emphasized that the litigation was between two business corporations dealing at arms length through representatives who were “presumably well advised, alert, knowledgeable business men.” Exactly the same is true in the present case. King Louie was a multi-million dollar corporation, whose stock was publicly held, who had been acquiring property by lease-purchase agreements for more than fifteen years, and who was actively represented in this very transaction by an experienced, sophisticated attorney.
Industralease, upon which King Louie places heavy reliance, is plainly distinguishable, not only for the reasons already stated, but also on further considerations. The peculiar facts of the Industralease case, some of which have already been referred to in this opinion, are summarized at page 432 of the Industralease opinion to show the unconscionability there involved:
“Here the evidence is that shortly before the incinerators were to be delivered, the defendants were told that the contract in existence between themselves and Clean Air could not be performed for not clearly communicated reasons, and that a new contract had to be executed to insure delivery of the equipment. The new contract eliminated the warranties which the Clean Air contract had preserved, since Clean Air was the manufacturer of the equipment. The atmosphere of haste and pressure on the defendants is clearly pervasive. In addition, at this point of the bargaining, with the beginning of the season for the defendants’ operations at hand, the defendants were clearly at a disadvantage to bargain further and, indeed, did not profess to understand the size and mechanism of the equipment which would satisfy their needs.”
The facts of that case, so summarized, bear no resemblance to the facts here.
C. Sliding Scale Evaluation.
Even if it could be said that the present case presents some element of substantive unconscionability (although we are of the contrary opinion), King Louie has completely .failed to show any procedural unconscionability. Applying a sliding scale balancing of all factors, there has been an insufficient proof of such unfairness as would justify declaring invalid an express provision of the written contract between these parties. In this connection, it must be remarked that equipment leasing carries great advantages for the buyer-lessee which have caused it to burgeon to great popularity.13 This fresh popularity results from tax laws and accounting procedures which allow *636a business man to acquire new goods through a lease and also enjoy the advantage of an accelerated depreciation.14 A further advantage to the lessee is conservation of capital outlay and preservation of credit capacity.15 King Louie cannot seek these advantages and at the same time claim that concomitant contract protection to the financing party is unconscionable. The disclaimer of warranty by the financing party is universal in the commercial world and is reasonable. A valuable business device should not be unnecessarily impaired and perhaps destroyed by an unsympathetic lack of understanding by the courts of the underlying economic considerations. For these reasons, claims of uncon-scionability in this type of transaction have been denied not only in the New York Le as-co decision, but also in the following cases in other states: Bill Stremmel Motors, Inc. v. IDS Leasing Corp., supra; Walter E. Heller & Co., Inc. v. Convalescent Home, 49 Ill.App.3d 213, 8 Ill.Dec. 823, 365 N.E.2d 1285 (1977).
There remains for brief mention the fact that the trial court held a preliminary hearing on the question of unconscion-ability, at the conclusion of which it found that the lease agreement “is unconscionable in that it would deny that the Defendants can show the circumstances existing at the time, would destroy warranties of merchantability and fitness to perform as represented and would deny and destroy the understanding and agreement among the parties that the equipment would belong to Defendant, King Louie, at the end of the period upon the payment of One Dollar ($1.00). The court finds that Defendants shall not be deprived, because of the terms of the contract, the right to produce evidence of circumstances at the time of the contract, including representations made, and evidence concerning design, manufacture and performance.” That preliminary finding and order shows by its own terms that it was not intended to be a final adjudication upon the question of unconsciona-bility. Moreover, any such preliminary order is in its nature merely interlocutory and remains subject to later modification or reversal. Rozansky Feed Co., Inc. v. Monsanto Company, 579 S.W.2d 810, 1979, and cases therein cited. A fair reading of the trial court’s findings and conclusions yields the conclusion that the trial court did reach as his final decision that the lease agreement was not unconscionable. In any event, a finding here of unconscionability would be contrary to the weight of the evidence and would therefore be reversible under the standard of Murphy v. Carron, 536 S.W.2d 30 (Mo. banc 1976).
III.
DAMAGES
King Louie argues principally with respect to damages that it is unfair to enter judgment against it in favor of Funding Systems in the amount of $63,485.50, but to limit King Louie’s recovery against IGM to only $22,862.86. That complaint has merit.
The amount of the judgment entered by the trial court on King Louie’s third-party petition against IGM consisted of the following items: $3,214.44, which was the down payment made by King Louie to IGM; $18,743.77 which were the total monthly payments made by either King Louie or Intermedia to Chase Manhattan; and $904.65 which was an item of personal property tax on the equipment advanced by Funding Systems when default was made in that respect under the lease agreement. *637No good reason can be perceived why those items should be distinguished from and be given different treatment from the $63,-485.50 which King Louie will be required to pay to Funding Systems by reason of the judgment, all of which is directly tied to the acquisition of this equipment. Both the amounts paid before suit and the additional amount which will have to be paid under the judgment resulting from the suit are equally part of “the price as has been paid” which the buyer is entitled to recover upon rejection of the goods or revocation of acceptance, under the provisions of U.C.C. Sec. 2-711. See Carl Beasley Ford, Inc. v. Burroughs Corporation, 361 F.Supp. 325, l. c. 334 (D.C.Pa.1973). Even were that not so, King Louie should be entitled to that additional sum as consequential damages. A buyer upon rejection or revocation of acceptance is entitled to consequential damages under U.C.C. Sec. 2-715(2). Lloyd v. Classic Motor Coaches, Inc., 388 F.Supp. 785[4] (D.C.Ohio 1974); Davis v. Colonial Mobile Homes, 28 N.C.App. 13, 220 S.E.2d 802[4] (1975); La Villa Fair v. Lewis Carpet Mills, Inc., 219 Kan. 395, 548 P.2d 825[11] (1976).
King Louie further argues that it should be allowed recovery of its attorneys’ fees, and it made an offer of proof that its attorneys in this litigation devoted a total of 222.75 hours at a reasonable charge of $50 per hour. Assuming that King Louie’s attorneys’ fees in defending against Funding Systems was a loss “which the seller at the time of contracting had reason to know and which could not reasonably be prevented” and so within Sec. 2-715(2), nevertheless, there is still another hurdle which King Louie has not surmounted in the way of its recovery of attorneys’ fees. Even on the assumption made that the cost of defending against Funding Systems is a proper element of damage, still King Louie is not entitled to recover that part of its attorneys’ fees representing its cost of enforcing warranties against IGM. Universal C.I.T. Cr. Corp. v. State Farm Mut. A. Ins. Co., 493 S.W.2d 385, 393[10] (Mo.App.1973). King Louie has not disentangled what its attorneys did in those two different respects and has made no proof of any allocation as between those two branches of legal services. In the absence of such an allocation, there is no proper basis upon which to make any allowance of attorneys’ fees.
The judgment is modified to the extent of increasing King Louie’s judgment against IGM from $22,862.86 to $86,348.36. As so modified, the judgment is affirmed. Costs are assessed one-half to IGM and one-half to King Louie. The request by King Louie to tax costs against Funding Systems, on the ground that the latter unnecessarily increased the cost of the transcript, is denied because the ground alleged has not been proved.
SWOFFORD, C. J., and DIXON, PRITCHARD, SOMERVILLE and CLARK, JJ., concur.
SHANGLER, J., dissents in separate opinion filed.
. The Uniform Commercial Code has been adopted in New York as McKinney’s Uniform Commercial Code Sections 1-101 to 10-105. The pertinent statutory references in this opinion hereafter will be to “U.C.C.” or else simply to section number.
. The transcript indicates that IGM at the time of trial was in the process of being liquidated.
. Findings of fact 25 through 30 state:
“25. Funding Systems is in the business of providing financing for the leasing of equipment in general.
26. Funding Systems is not in the business of buying and selling equipment in general.
27. Funding Systems maintained no warehouse for the equipment described in the lease.
28. No evidence was introduced by King Louie to show that affirmations of fact or promises were made by Funding Systems to King Louie concerning the equipment described in the lease.
28(a) No affirmations of fact or promises were made by Funding Systems to Intermedia, Inc. concerning the equipment described in Lease No. 0403083.
29. IGM installed the equipment described in the lease.
30. No evidence was introduced by King Louie to show that King Louie ever looked to Funding Systems to repair or maintain said equipment.”
Conclusions of law numbers 1, 3, 5, 6, 7, 10 and 11 are as follows:
“1. The lease agreement of May, 1970 between Funding Systems and King Louie (and a letter dated April 24th, 1970, to Victor Lerner from James C. Larson) constituted the only lease-contract between Funding Systems and King Louie. This lease-contract was solely a financing mechanism intended for security.
3. Funding Systems performed all of its obligations under the lease-contract with King Louie.
5. Funding Systems was by the terms of the lease-contract a financing agency under Section 400.2-104(2) V.A.M.S.
6. Funding Systems was not a merchant under Section 400.2-104(1) V.A.M.S., with respect to King Louie and the goods described in the lease.
7. Funding Systems made no express or implied warranties of merchantability or fitness to Intermedia, Inc. nor to King Louie concerning the equipment described in the Lease No. 0403083.
10. The arrangement between Funding Systems and King Louie was purely and strictly a financial one by which Funding Systems advanced the money so King Louie could and did, without a large capital outlay, obtain the use of the equipment.
11. The transaction between Funding Systems and King Louie was not one in goods but rather a transaction in money, thus being outside the scope of Section 400.2-101 et seq. (Missouri laws governing the sale of goods), because of Section 400.2-105(1) and 400.2-102 V.A.M.S.”
. Because the instant case does not involve assignment, the many cases cited by King Louie arising out of a simple two-party lease are inapplicable. Hertz Commercial Leasing Corp. v. Transportation Credit Clearing House, 59 Misc.2d 226, 298 N.Y.S.2d 392 (1969), upon which King Louie heavily relies, may fall into that two-party category, but this cannot be determined from the opinion. Regardless of that, Hertz is of no value because the Civil Court opinion cited was reversed on procedural grounds by the Supreme Court, Appellate Term, First Department, 64 Misc.2d 910, 316 N.Y.S.2d 585 (1970), which held that the Civil Court should not have reached the questions of law regarding the application of U.C.C. Article *6322, thereby in effect vacating that part of the Civil Court opinion relied on by King Louie.
. A two-party lease is quite practical when the seller-lessor is a large organization with substantial financial resources or when the transaction is relatively small or when credit is extended for only a short period of time. However, when the equipment involved is expensive, the credit period relatively long, and the seller has only limited financial reserves, calling in a third party to supply the financing may be the only way to finance the deal. A full thirty percent of the equipment leases is attributed to such third-party transactions with banks and finance companies. This type of lease business has been described as “the fastest growing and most hotly competitive sector of the business.” Note, Recording of Equipment Leases, 47 Notre Dame Law. 933, n. 8 (1972).
. Despite Rich’s reference to a “sibling” or “subsidiary,” he admitted that he had merely assumed a connection between IGM and Funding Systems and that he had no knowledge of such a relationship. No evidence appears in this record of any common ownership or corporate affiliation of any kind between IGM and Funding Systems.
. Under the facts here, the lease agreement was clearly a “security interest” as opposed to a “true lease.” U.C.C. Sec. 1-201(37); Hawk-land, “The Impact of the Uniform Commercial Code on Equipment Leasing,” supra.
. Sec. 2-316(2) provides: “to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous * * * .”
.Sec. 2-302(1) provides: “If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.”
. E. g., Spanogle, “Analyzing Unconscionability Problems,” 117 U.Pa.L.Rev. 931 (1969); White and Summers, “Uniform Commercial Code,” (Hornbook Series, 1972); S. Deutch, “Unfair Contracts,” (1977); Note, 27 Buffalo L.Rev. 521 (1978).
. A disclaimer of implied warranty could hardly be unconscionable in and of itself, without more, in view of Sec. 2-316 which specifically authorizes such disclaimer if done in an appropriate way, at least when the surrounding circumstances do not make that improper.
.United States Leasing does not involve warranty disclaimer, but rather the requirement of a special notice provision under Article 10 of the New York Personal Property Law which has never been drawn into contention in our case. Therefore, United States Leasing constitutes no authority respecting applicability of U.C.C. art. 2 to Funding Systems, the issue for which King Louie cites that case. Nevertheless, the opinion in United States Leasing does contain relevant comments on the issue of un-conscionability.
. Fortune, November, 1976, p. 50 reports that equipment leases accounted for a full 15% of all capital outlays for 1975. The dollar volume, between $50 to $80 billion for that industry, was forecast to increase to $150 billion by the end of 1980. Comparable reports are found in Forbes, January 15, 1975, p. 42, and Iron Age, July 12, 1976, p. 27.
. Wyatt, Accounting for Leases, II, 1972 U.II1. L.Forum 297; Coogan, Leases of Equipment and Some Other Unconventional Security Devices, 1973 Duke L.J. 909, n. 5.
. A witness for Intermedia testified that it would give its required consent to King Louie’s acquisition of this equipment only if King Louie did so by means of a lease-purchase agreement. He stated Intermedia’s reason as follows: “[We] didn’t want to pay another $50,000 in cash for this equipment outright and therefore, the lease-purchase as presented to us made more sense because King Louie would pay their proportionate share as long as they used it, which would be three or four months and he [sic] would have the remainder for us to use.”