dissenting.
I respectfully dissent from that part of the majority opinion affirming the judg*729ment of the trial court entered upon a jury verdict in favor of the City on its counterclaim for damages under the theory of duress. I concur with the majority opinion insofar as it reverses and remands Count IV of the Commission’s petition and the City’s ultra vires defense. In my view the disposi-tive question is whether the Commission had the authority to adopt a policy requiring cities having a population in excess of five thousand persons to pay a portion of the cost of right-of-way acquisition. If the Commission did not have the authority to adopt this policy, the provisions included in the contracts in compliance with the policy are unenforceable.1 If, however, the Commission did have such authority, the contractual provisions are enforceable. Unlike the majority, I believe that the Commission did have the authority to adopt such a policy. I also believe there are several technical and policy reasons which make the theory of duress inapplicable to the facts of the present case. For these reasons I am unable to agree with the majority opinion that the Commission’s policy requiring the City pay part of the cost of right-of-way acquisition was invalid or that “[ujnder the facts of this case duress was available to City as a defense or presented a viable basis for its counterclaim.”
Whether the Commission unlawfully exceeded its powers in establishing the policy requiring the City to pay part of the cost of right-of-way acquisition is a question of delegation of power.2 As the majority opinion *730observes (citing State ex rel. St. Louis County v. State Highway Comm’n., 315 Mo. 707, 286 S.W. 1, 2 (banc 1926), the Commission is vested “only with such powers as are specifically conferred upon it by the Constitution and statutes, as well as those implied powers which are necessary or proper to enable it to carry out fully and effectively the purposes of the act.” The majority found no express or implied authority in our constitution or statutes which empowered the Commission to charge the City for part of the right-of-way costs. See Mo.Const. Art. IV, §§ 29, 30(b), 31 (1945); §§ 227.170, 227.180 RSMo 1969. I disagree.
In my opinion the majority opinion has interpreted the implied powers of the Corn-mission too narrowly. The Commission is a subordinate branch of the executive department of the state, e. g., Bush v. State Highway Comm’n., 329 Mo. 843, 46 S.W.2d 854 (1932), and the political subdivision of the state with the dominant, primary and superior dominion over highways. E. g., Jackson County Public Water Supply Disk No. 2 v. State Highway Comm’n., 244 S.W.2d 4 (Mo.1952). The Commission has authority which is legislative in nature, directly from the state constitution, to locate, relocate, design and maintain all state highways and to construct and reconstruct state highways, subject to limitations and conditions imposed by law as to the manner and means of exercising that authority.3 In *731performing these tasks the Commission exercises legislative discretion and finds necessary legislative facts by its own methods, which are not subject to judicial review or control because the location and design of highways are matters of policy committed solely to the discretion of the Commission. See State ex rel. State Highway Comm’n v. Weinstein, 322 S.W.2d 778, 783-84 (Mo. banc 1959).
Given such a broad delegation of power to the Commission to design, locate, construct and maintain an adequate system of connected state highways, see Mo.Const. Art. IV, § 30(b) (1945), I can only conclude that the Commission was acting within the scope of its authority in establishing the policy at issue. The Commission evidently found the necessary legislative facts by its own methods and, exercising its legislative discretion, adopted a policy requiring towns and cities above a certain population size to pay part or all of the costs of the necessary right-of-way. As noted above, this type of policy-making is committed solely to the discretion of the Commission, particularly in the absence of any showing that the policy was in itself arbitrary, capricious, unreasonable, an abuse of discretion or applied unequally.4
In addition, I am persuaded that the Commission’s policy was within its authority by the analysis of a similar question in Reilly v. Sugar Creek Township, 345 Mo. 1248, 139 S.W.2d 525 (1940). In Reilly resident taxpayers of the township filed an action to enjoin payment of several condemnation awards. The county in which the township was located had entered into an agreement with the state highway department for the construction of a supplementary state highway through the township. Pursuant to the agreement, the county was to secure or cause to be secured the necessary right-of-way. The township voted to issue bonds for the purpose of constructing the supplementary highway. The taxpayers brought the action to prevent payment of the condemnation awards from the proceeds of the bond issue.
The specific question before the court was whether the township’s bonds and the proceeds therefrom could be used to pay condemnation awards for the necessary rights-of-way for the supplementary state highway. The court held that the grant of authority to the township to issue bonds for the purpose of raising funds to pay for the construction of roads necessarily carried with it the authority to pay for the rights-of-way upon which to build the roads, for otherwise the authority to build roads in itself would be a useless power. Id. 139 S.W.2d at 526.
In response to the taxpayers’ contention that even if the township had the authority to purchase land upon which to construct a township road, the township did not have authority to pay for land condemned by the state highway department for the purpose of building a state highway, the court observed that the state highway legislation, see 1921 Mo.Laws 131 (now § 226.010 et seq. RSMo 1969), “in no way curtailed the right of a township to raise funds for the purpose of constructing roads within the township.” *732Reilly v. Sugar Creek Twp., supra, 139 S.W.2d at 527. Further, neither the state constitutional amendment expressly authorizing the construction of supplementary state highways, see Mo.Const. Art. IV, § 44a (1875) (see Mo.Const. Art. IV, § 32 (1945) for current supplementary highway authorization), nor the state highway laws restricted the authority of the state subdivisions to raise funds for road purposes. Id. In fact, the court noted that § 8131 RSMo 1929 (see § 227.170 RSMo 1969)5 expressly authorized local subdivisions to pay for rights-of-way, even though the rights-of-way were for state highways. Id. The proposed road in Reilly was a “farm-to-market road” and as such built primarily for local use, although the state highway department supervised the construction and the road was called a “state highway.” Id. The court continued its analysis of the scope of the statute, observing that the laws creating the state highway system, especially § 8131, revealed a legislative intent that local subdivisions aid in constructing these highways by furnishing and paying for the rights-of-way. Id. 139 S.W.2d at 528.
In Reilly the state highway department agreed to construct the supplementary state highway on condition that the local authorities furnish the necessary rights-of-way.6 As the court in Reilly pointed out, the local communities received the benefit of state aid in construction of a road which would be part of the state highway system and maintained by the state. Without state aid, the local communities would have had to bear the entire cost of construction and maintenance, in addition to paying for the necessary rights-of-way. Id. Similarly, the state highway department (the Commission) in the contracts at issue in the present case agreed to construct and maintain the highways described as part of the state highway system on condition that the City pay, in accordance with the Commission’s policy, part of the costs of acquiring the necessary rights-of-way. The City agreed to pay the non-federal or state share of federal-state funding ratio of the acquisition costs for rights-of-way for that portion of federal-aid highway construction projects within the City limits. The contracts alleged in Counts I and III called for payment of 50% of the acquisition costs and 10% of such costs in Counts II and IV.7 As in Reilly, without these contracts the City would have had the entire burden of construction and maintenance of the highways as local roads.8 Instead the City received *733the benefit of substantial highway construction and maintenance at state expense in exchange for paying for a percentage of the right-of-way cost.9
I am unable to find any reason to depart from the analysis in Reilly for the reason that the highway construction in the present case was largely funded by a third party, the federal government. Examination of federal highway laws and regulations has revealed nothing to support the City’s position. In fact, federal highway legislation emphasizes the state’s primary responsibility and authority for highway construction10 and has served to reinforce the power of state legislatures and state highway departments11 while restricting the federal role to funding, certain procedural requirements, and specification of design and engineering standards.12 The Commission retained its policy of offering state road construction and maintenance in exchange for acquisition by the local community of the necessary rights-of-way. The policy was modified as significant amounts of federal aid became available to the states for highway construction13 to require that the local community pay only for the non-federal or state share of the cost of acquiring the necessary rights-of-way.
In sum, I conclude that, under our state constitution, statutes and case law, the Commission had the authority to establish this policy. Like many other controversial policy decisions that involve the planning and construction of highways, the adoption of this particular policy was within the discretion of the Commission. The wisdom of establishing the policy and in applying it to the contracts with the City are not at issue in this case.
I am unable to agree with the majority opinion’s duress analysis for several reasons which, in my opinion, make the theory of duress inapplicable to the facts in the present case. First, the majority opinion isolates the key factor in a case of duress under Missouri case law as the state of mind of the coerced party.
“The question is: Was the person so acted upon by threats by the person claiming the benefit of the contract, for the purpose of obtaining the contract, . and was the contract thereby obtained. . The ultimate fact in issue is whether the alleged injured party was bereft of the free exercise of his will power . . . ”
Coleman v. Crescent Insulated Wire & Cable Co., 350 Mo. 781, 168 S.W.2d 1060, 1066 (1943). The free will test14 is, however, of *734little analytical value because it fails to recognize that “both normal contracts and those formed under duress result from a choice between alternative evils [and that] it is impossible to distinguish one situation from the other on the basis of any difference in the freedom of contract.” Note, Economic Duress After the Demise of Free Will Theory: A Proposed Tort Analysis, 53 Iowa L.Rev. 892, 894 & n.16 (1968) [hereinafter cited as Note]. Thus, I think the conclusion of the majority that the City did not act voluntarily in executing the contracts is insufficient to support the finding of duress.15
Second, in my opinion economic duress has evolved in Missouri case law not as a distinct theory but as merely one aspect of duress. E. g., Furman v. Gulf Ins. Co., 152 F.2d 891, 891-892 (8th Cir. 1946); White v. McCoy Land Co., 229 Mo.App. 1019, 87 S.W.2d 672, 684-685 (1935), aff’d sub nom., White v. Scarritt, 341 Mo. 1004, 111 S.W.2d 18 (1937). The coercing party typically threatens to “expose the other party or his near relative by blood or marriage to deep disgrace or himself to serious financial loss or injury to his business or property under distressing circumstances, which an ordinary suit at law or equity might be inadequate to remedy.” Mississippi Valley Trust Co. v. Begley, 298 Mo. 684, 252 S.W. 76, 78-79 (banc 1923) (threat of criminal prosecution of oppressed party’s son and son-in-law for forgery); see also Weisert v. Bramman, supra, 216 S.W.2d 430 (threatened civil action challenging the mental capacity of oppressed party’s husband); Coleman v. Crescent Insulated Wire & Cable Co., supra, 168 S.W.2d 1060 (threatened criminal prosecution); White v. McCoy Land Co., supra, 87 S.W.2d 672 (threatened taxpayer’s injunction action to contest bond issue for construction of courthouse; suit would have had severe financial effect on coerced party); cf. Leeper v. Beltrami, 53 Cal.2d 195, 1 Cal.Rptr. 12, 347 P.2d 12 (1959) (coercing party knowingly pressed false claim against realty, forcing owner who needed money to sell at one-third value). In the present case the Commission “threatened” the City by refusing to construct certain federal-aid highway projects within the City limits unless the City paid the non-federal share of the costs of acquiring the necessary rights-of-way. This threat is essentially economic, that is, the loss of highway construction and the loss of transportation and traffic control the highways represent.
My principal objection to the use of the duress doctrine, and more precisely economic duress, is that the facts of the present case simply are not those which constitute an appropriate basis for such analysis. These facts do not constitute a bargaining situation in which a standard of commercial reasonableness can be applied.16 Even ac*735cepting for the moment that the contracts in question can appropriately be analyzed in a commercial context and that the parties must then be held to a standard of commercially reasonable conduct, the Commission’s demands were not unreasonable. The Commission is given by our state constitution and statutes and federal highway statutes a “superior bargaining position” in the hierarchy of state government when compared with the City. As discussed above, the Commission acted within its authority in establishing the right-of-way policy and thus was able to legitimately present the City with a choice between two costly alternatives, paying the state share of right-of-way acquisition costs or foregoing state construction of federal-aid highway projects.17 In fact, it is arguable that the pressure of external circumstances,18 that is, the lack of financial resources, rather than any coercion by the Commission, “threatened” the City.
In addition there are several defenses to the doctrine of duress which, in my opinion, are applicable to the facts in the present *736case. For example, was the Commission’s threat to withhold state construction of federal-aid highway projects in itself wrongful? 19 Did the City have full knowledge of *737the facts and ample time for deliberation?20 Did the City ratify the contracts by reason of an undue delay in asserting the claim of duress and thus in repudiating the contracts?21 Moreover, two theories related to duress, duress by a public utility22 and un-*738conscionability23, further illustrate the unique fact situation presented in this case, one in which is presented neither the dramatic unfairness so characteristic of duress and unconscionability cases nor the kind of commercial abuse found in economic duress cases.
Finally, I believe that expansion of the doctrine of duress into the area of intergovernmental relations would be extremely disruptive. Intergovernmental relations should ideally be harmonious; however, such relationships are not infrequently strained, especially where one governmental unit is given a greater position than another in the hierarchy of state political subdivisions. The existence of intergovernmental agreements, such as the contracts in the present case, represent one way this type of conflict may be resolved.24 The use of the doctrine of duress as a defense in a case involving an intergovernmental agreement deflects the analysis away from the authority and powers of the respective governmental units, in this case a state agency and a charter municipality, and distorts the analysis as a consequence. I do not propose to exclude automatically duress as a defense from all eases in which intergovernmental agreements are at issue, but I do caution against embracing this defense without a more comprehensive analysis, especially in the absence of any allegation of bad faith.
In summary, I would hold that the Commission acted within its authority in establishing the policy requiring local municipalities to pay for acquisition of rights-of-way and in applying this policy to the City in the context of federal-aid highway construction. In my view, the controversy is one *739between two governmental units, the Commission and the City. In the absence of any authority to the contrary, I read our constitution, statutes and case law to give sufficient discretion to the Commission to establish the policy. I also disagree with the majority opinion’s duress analysis as discussed above. I concur, however, with the majority in their decision to remand Count IV of the Commission’s petition and the City’s ultra vires defense. I join in the majority opinion’s criticism of Webb City & County Waterworks Co. v. City of Caterville, 142 Mo. 101, 43 S.W. 625 (1897). The standard used in Webb City for determining whether a municipal obligation is valid, id. 43 S.W. at 629, is too restrictive in view of the many essential services now provided by modern municipalities.
. See People ex rel Rodgers v. Coler, 166 N.Y. 1, 59 N.E. 716 (1901); City of Cleveland v. Clements Bros. Constr. Co., 67 Ohio St. 197, 65 N.E. 885 (1902). In Clements Bros, a construction company had contracted with the City for the construction of a sewer. The City refused to pay part of the contract price because the construction company allegedly breached part of the contract, a stipulation based upon a state statute limiting the daily work hours of persons employed on public works projects. The construction company challenged the constitutionality of the statute. The Court noted that
“[i]f the law is valid, it governs the contract and the rights of the parties, whether actually incorporated into writing or not, since all contracts are assumed to be made with a view to existing laws on the subject. If it is not valid, the contractor has not made it so by stipulating in writing to obey it . . ”
65 N.E. at 891, citing People ex rel. Rodgers v. Coler, 59 N.E. at 718. The court found the statute was unconstitutional and held the stipulation, even though incorporated in the contract, was not enforceable because the enforceability of the stipulation depended upon the validity of the statute requiring its inclusion in the contract. 65 N.E. at 891. Thus, the fact that the parties incorporated a provision required by statute into their contract did not obligate the parties because the statute was invalid. The court in Clements Bros, noted, quoting further from People ex rel. Rodgers v. Coler, “It is not in the power of the legislature to protect an invalid law from judicial scrutiny by providing that it must receive the assent of the parties to every contract to which it relates.” 59 N.E. at 718.
In the present case the incorporation of the Commission’s policy into the contracts themselves cannot protect the challenged provisions if the Commission’s policy is for some reason invalid. If the policy is invalid, the affected provisions are unenforceable. For example, the Commission could not enforce a contract which it had no power to make. See State ex rel. State Highway Comm’n v. Kansas City Power & Light Co., 232 Mo.App. 308, 105 S.W.2d 1085 (1937).
. The nondelegation doctrine was originally intended to prevent improper delegation of legislative power to non-legislative bodies by requiring that every delegation of power be accompanied by meaningful statutory standards. The objectives of this doctrine have never been achieved because the delegation of legislative power, with or without meaningful statutory standards,.has become a necessity at all levels of government. See K. Davis, Administrative Law — 1970 Supp. §§ 2.00 — 1, 3 pp. 41-46 (1971).
“[A] modem regulatory agency would probably be an impossibility if power could not be delegated with vague standards. Typically, a regulatory agency must decide many major questions that could not have been anticipated at the time of the statutory enactment; typically, legislators are unable to write meaningful standards that will be helpful in answering such major questions; and typically, the protections lie much less in standards than in frameworks of procedural safeguards plus executive, legislative or judicial checks.”
Id. at 46; see also Freedman, Book Review, 43 U.Chi.L.Rev. 307, 318 (1976) (S. A. Barber, The Constitution and the Delegation of Congressional Power).
Moreover, “[t]he contemporary approach [in judicial review of administrative action] is one of not invalidating even the broadest statutory delegations of power, but of assuring that they are accompanied by adequate controls on sub*730sequent administrative behavior.” Leventhal, Principled Fairness and Regulatory Urgency, 25 Case W.Res.L.Rev. 66, 70 (1974); see Barry & Barry, Inc. v. State Dep’t of Motor Vehicles, 81 Wash.2d 155, 500 P.2d 540 (1972) (court noted that the needs and demands of modern government require the delegation of legislative power without specific guiding standards).
. Sec. 536.150 RSMo 1969 provides for judicial review of any administrative decision determining the legal rights of any person which is not subject to administrative review. The court may hear evidence on the question and determine whether the decision is unconstitutional, unlawful, unreasonable, arbitrary, capricious or involves an abuse of discretion. The court may not, however, substitute its discretion for discretion legally vested in an administrative agency. See Joseph L. Pohl, Contractor v. State Highway Comm’n, 431 S.W.2d 99 (Mo. banc 1968).
The litigation between the Commission and several water districts and water companies illustrates the limited scope of administrative and judicial review of Commission policy decisions. For example, in State ex rel. State Highway Comm’n v. Weinstein, 322 S.W.2d 778 (Mo. banc 1959), the Commission brought an original proceeding in prohibition to prevent the circuit court from reviewing an order of the Commission directing relocation of water company mains on state-owned highway rights-of-way at water company expense. Our supreme court held the administrative procedure act, § 536.010 et seq., was applicable by drawing an analogy between the Commission’s order to relocate and licensing. 322 S.W.2d at 783. The court specified that the question at the required administrative hearing was whether reconstruction of the highway made relocation of the water lines to avoid interfering with the new highway and that judicial review was limited to a determination whether on all the evidence produced at the administrative hearing the agency could reasonably have made findings which would show relocation of the water lines was necessary. Id. at 787; see also St. Louis County Water Co. v. State Highway Comm’n, 386 S.W.2d 119, 123 (Mo.1964). The court continued and distinguished those cases involving matters subject to administrative and judicial review from those involving “general legislative and policy matters, committed entirely to the discretion and judgment” of the Commission and thus not subject to the administrative procedure act or judicial review. 322 S.W.2d at 787, citing State ex rel. Kansas City v. State Highway Comm’n, 349 Mo. 865, 163 S.W.2d 948 (banc 1942) (determination of amount and time of state refund to City for bridge taken over by Commission); State ex rel. State Highway Comm’n v. Sevier, 339 Mo. 479, 97 S.W.2d 427 (1936) (authority to build interstate bridges); Selecman v. Matthews, 321 Mo. 1047, 15 S.W.2d 788 (1929) (authority to locate highways); Castilo v. State Highway Comm’n, 312 Mo. 244, 279 S.W. 673 (1925) (authority to locate highways).
Similarly, in Jackson County Public Water Supply Dist. No. 1 v. State Highway Comm’n, 365 S.W.2d 553 (Mo.1963), the court indicated that matters of policy are committed solely to the discretion of the Commission and as such are not subject to the administrative procedure act. The water supply district had filed a petition under the administrative procedure act for review of the Commission’s order directing relocation of water lines at the district’s expense. The court held that the Commission’s determination of which party should pay for relocation of water or utility lines necessitated by highway construction involved a policy matter and was not a quasi-judicial decision within the meaning of Art. 5, § 22. Id. at 559. Thus, if the agency action is constitutional and involves policy matters, judicial review is restricted to *731essentially whether the agency abused its discretion in deciding as it did. Most decisions about highway construction are necessarily left to the expertise and discretion of agency officials charged with the responsibility, the Commission and state highway department. Cf. State ex rel. State Highway Comm’n v. Riss, 432 S.W.2d 193 (Mo.1968) (highway location); State ex rel. State Highway Comm'n v. Public Serv. Comm’n, 459 S.W.2d 736 (Mo.App.1970) (location within sound discretion of state highway department; such discretion will not be interfered with so arbitrary and unreasonable as to justify intervention); see also State ex rel. State Highway Comm’n v. Curtis, 359 Mo. 402, 222 S.W.2d 64 (1949).
. For example, in State ex rel. State Highway Comm’n v. Curtis, 359 Mo. 402, 222 S.W.2d 64, 69 (banc 1949), the court noted that the power to locate a highway and to determine its width, type of construction and extent of land necessary for economical and proper construction are vested in the sound discretion of the Commission which is uncontrolled by courts except to compel strict compliance with the statutes and to prevent the taking of private property for a private or non-public use, absent an allegation and proof of fraud, bad faith or an arbitrary and unwarranted abuse of discretion. See also City of St. Louis v. Senter Commission Co., 336 Mo. 1209, 84 S.W.2d 133 (1935).
. Sec. 227.170 RSMo 1969:
“Any civil subdivision as defined in section 226.010, RSMo 1949, shall have the power, right and authority, through its proper officers, to contribute out of funds available for road purposes all or a part of the funds necessary for the purchase of right of ways for state highways, and convey such right of ways or any other land, to the state of Missouri to be placed under the supervision, management and control of the state highway commission for the construction and maintenance thereupon of state highways and bridges. Funds may be raised for the purpose of this section in such manner and such amounts as may be provided by law for other road purposes in such civil subdivision; provided, that there shall not at any time be any refund of any kind or amount to said civil subdivision by the state of Missouri for lands, acquired under this section.”
. See State ex rel. St. Louis County v. State Highway Comm’n, 337 Mo. 878, 86 S.W.2d 1066 (banc 1935); State ex rel. State Highway Comm’n v. City of Washington, 533 S.W.2d 555 (Mo.1976).
. The federal-state funding ratio for primary highways was 50-50; it has been changed to 7Q-30. The federal-state funding ratio for interstate and urban highways is 90-10.
. Theoretically the City could have built the highways itself. Even with federal aid, however, the cost would in all likelihood have been prohibitive. In addition, it is doubtful whether the City would have been eligible to apply independently for federal aid. The federal statutes speak exclusively of state responsibility and authority. See 23 U.S.C.A. § 302(a) (Supp.1978); 23 CFR 1.3-.4 (1977); see also §§ 226.-150, 226.220 RSMo 1969 & Supp.1977. See generally Mashaw, The Legal Structure of Frustration: Alternative Strategies for Public Choice Concerning Federally Aided Highway Construction, 122 U.Pa.L.Rev. 1, 8 (1973) [hereinafter cited as Alternative Strategies]; Schwartz, Urban Freeways and the Interstate System, 49 S.Cal.L.Rev. 406, 406-40 (1976) [hereinafter cited as Urban Freeways ].
Professor Mashaw has characterized the entire program of federal aid for highway construction as an enormous grant-in-aid program, *733administered jointly by the Federal Highway Administration (FHWA) and the state highway departments. Alternative Strategies, supra, at 16.
. The cost of land acquisition in urban areas is astronomical compared with land acquisition in rural areas. See Urban Freeways, supra, at 487 & n.498, 488 & n.499. “Land acquisition was known in 1956 to be often 50% and sometimes as high as 80% of the total freeway cost.” Id. (emphasis added). Some factors that contribute to the greater cost of urban land acquisition are the need for more lanes and consequently more land to handle the higher volume of traffic in urban areas, the need for more entrance-exit interchanges in urban areas, the higher fair market value of land in urban areas, and the development of more specialized interests and methods of valuation in condemnation law.
. See 23 U.S.C.A. § 302(a) (Supp.1978).
. State highway departments are notoriously antiurban in orientation. See Mashaw, Aiter-native Strategies, supra, at 18-19; Schwartz, Urban Freeways, supra, at 416 & n.54.
. For example, at various points in the process of FHWA approval of highway projects, the state highway department must consider local needs and planning, conduct location and design hearings, and so certify to the FHWA.
. See Federal-Aid Highway Act of 1956, Act of June 29, 1956, ch. 462, 70 Stat. 374.
. Emphasis upon the free will or unfettered will of the coerced party is derived from the nineteenth century’s subjective free will theory of contracts in which contractual liability depends upon the freely willed consent of the parties to the contract. E. g., Coleman v. Crescent Insulated Wire & Cable Co., supra, 168 S.W.2d at 1066; see generally Pound, The Role of the Will in Law, 68 Harv.L.Rev. 1 (1954); Williston, Freedom of Contract, 6 Cornell L.Q. 365 (1921); but see Hale, Coercion and Distribution in a Supposedly Non-Coercive State, 38 Poli. Sci. Q. 470 (1923). The state of mind of *734the coerced party, that is whether the coerced party’s free will has been overcome, is critical; “ ‘the means used to produce such state of mind, the age, sex, capacity, situation, and relation of the parties, are ail evidentiary.’ ” Weisert v. Bramman, 358 Mo. 636, 216 S.W.2d 430, 434 (1948).
. A finding of duress often represents what is essentially a “moral judgment on the fairness of the alternatives presented by the threatening party.” Note, 53 Iowa L.Rev. at 894 & n.16. In my view there is little room for moral judgment as such in a duress analysis. More useful would be concentration upon whether the coercing party acted reasonably, or, in a case of economic duress, whether the contractual demands in the particular bargaining situation were commercially reasonable. A standard of reasonableness is of course similarly unprecise and subject to varying interpretation; it is, however, not as subjective and personal as a determination as fairness and is' a standard which the law frequently employs in other areas. In the present case there is no room for moral judgment or commercial reasonableness. Instead the question is one of intergovernmental relations, wherein vague standards of morality, fairness and commercial reasonableness do not apply, and which must be resolved under our state constitution and statutes.
. “The duress doctrine is intended to prevent a stronger party from presenting an unreasonable choice of alternatives to a weaker party in a bargain situation. The duty [in an analysis of duress as a tort] which arises, therefore, is an obligation to exercise superi- or bargaining power reasonably. [There is a breach of this duty] if the stronger party threatens an action which cannot be justified, under a standard of commercial reasonableness, by the weaker party’s refusal to meet the contractual demand. Cause in fact de*735pends on a showing that the victim would not have acquiesced in the contract if the wrongful threats had not been issued. Damages should be computed on the basis of the injury to the weaker party, and he should be able to recover to the full extent of his loss.”
Note, 53 Iowa L.Rev. at 924 (emphasis added); see also Dalzell, Duress by Economic Pressure I, 20 N.C.L.Rev. 237 (1942); Dawson, Economic Duress — An Essay in Perspective, 45 Mich.L.Rev. 253 (1947). See generally 13 Williston on Contracts § 1617, p. 704 (W. H. Jaeger 3d ed. 1970). Williston defines the elements of economic duress more generally than the author of the note in the Iowa Law Review cited above: (1) the coerced party must show he has been the victim of a wrongful or unlawful act or threat, (2) such act or threat must be one which deprives the victim of his unfettered will, (3) as a direct result the coerced party must be compelled to make a disproportionate exchange of values or give up something for nothing, (4) the páyment or exchange must be made solely for the purpose of protecting the coerced party’s business or property interests, and (5) the coerced party must have no adequate legal remedy. 13 Williston on Contracts, supra, § 1617.
The facts in the present case do not constitute a typical commercial situation. In the words of the majority opinion, highways are not a commodity to be sold by the Commission to the City in the usual commercial sense. The components of highway construction are of course capable of being bought and sold. The planning and actual construction, although physically performed by commercial construction companies as the case may be, of highways is an exclusively governmental function. The state highway system, however, does not include highways within the city limits of the City by the statutory description. See § 227.-020 RSMo 1969; Moulder v. Webb, 527 S.W.2d 417 (Mo.App.1975); cf. State ex rel. Russell v. State Highway Comm'n, 328 Mo. 942, 42 S.W.2d 196 (banc 1931) (federal highway within the corporate limits of Kansas City held not a part of the state system of primary and secondary highways). Under the contracts in question the highways have apparently been incorporated into the state highway system; a “state highway” is defined as a highway constructed or maintained at the cost of the state, or constructed with the aid of state funds or the United States government funds, or any highway included by authority of law in the state highway system. § 226.010(7) RSMo 1969.
. But see §§ 226.150, 226.220 RSMo 1969 & Supp.1977 (authorizing the Commission to pay the non-federal or state proportion of the cost of federal-aid highway construction out of the state road fund).
. “If no one else can supply a certain product or service because of scarcity and the party with a supply of the product or service charges an outrageously high price, the courts generally uphold the transaction at that price. They reason that the overwhelming pressure derives from external circumstances and not from any wrongful threat of the stronger party. The only threat the stronger party makes in this situation is the implicit threat not to supply the product or service, and this is not wrongful because the refusal to pay the purchase price provides a justifiable reason for refusing to supply the product or service. The motive for retaining the goods or services after the refusal to pay the purchase price would be the desire to protect oneself from economic disaster accompanying the free distribution of the goods or services.”
Note, 53 Iowa L.Rev. at 911 (emphasis added and footnotes omitted). The author, however, cautions against the extension of this doctrine to cases where the threat by the stronger party is arguably wrongful but the cause of the unequal bargaining positions was the external circumstances. Id. n.101.
. Case law frequently states that “[t]he character of the threats [in a case of duress] is not so material, it being sufficient to constitute legal duress, if they deprive the party purporting to be obligated of his free moral agency.” E. g., Coleman v. Crescent Insulated Wire & Cable Co., supra, 168 S.W.2d at 1066. In Ensign v. Home for the Jewish Aged, 274 S.W.2d 502, 507 (Mo.App.1955), while not an economic duress case, the court, relying on Coleman and Weisert v. Bramman, understood the rule to mean the threats need not be illegal or wrongful. See also Steinger v. Smith, 358 Mo. 39, 213 S.W.2d 396, 400 (1948). Ensign is almost certainly erroneous to the extent that it implies that the threats in a case of duress do not have to be in some sense wrongful. More correctly, the threats do not have to be independently illegal, tortious, criminal or a breach of contractual duty; rather, “[t]he wrongfulness of the coercer’s conduct [derives] from the fact that the threatened party was forced to accept a contract, not from any inherent wrongfulness of the act threatened.” Note, 53 Iowa L.Rev. at 898; see generally 13 Williston on Contracts, supra, § 1608; Restatement of Contracts § 492 (1932); Dalzell, Duress by Economic Pressure I, supra, at 240; 25 Am.Jur.2d Duress and Undue Influence §§ 11-14 (1966).
In the present case the Commission, which ordinarily does not have any road or highway responsibility within the City, has proposed to assume the responsibility for construction and maintenance of the proposed federal-aid highways which pass through the City. The Commission, however, conditioned its acceptance of responsibility upon payment by the City of the non-federal, or state, share of the costs of acquiring the necessary rights-of-way. The policy of conditioning state construction and maintenance of particular roads or highways upon the locality’s furnishing the necessary right-of-way was not in itself wrongful nor, in my opinion, did the Commission in making this policy part of any agreement made with the City threaten and thereby force the City into accepting the contracts. In my opinion, the current status of the Commission and the City with regard to the funding arrangements specified by the federal-aid highway statutes is what really “threatened” the City; the arrangements in the present case are substantially similar to that in Reilly, with the additional factor of federal aid. This, however, does not change the basic underlying relationship between the City and the Commission. Even the provision of massive federal aid has not changed the fundamentally state-oriented character of highway planning and construction. See 23 U.S.C.A. § 145 (Supp.1978) (Federal-Aid Highway Act of 1973, § 123(a), Pub.L.No. 93-87, 87 Stat. 261-62) (provisions of this chapter provide for a federally assisted state program). This section was added after litigation raised questions about the nature of the federal-state relationship in the federal-aid highway program. In Named Individual Members of the San Antonio Conservation Soc’y v. Texas Highway Dept., 446 F.2d 1013 (5th Cir. 1971), cert. denied, 406 U.S. 933, 92 S.Ct. 1775, 32 L.Ed.2d 136 (1972), the plaintiffs sought to enjoin federal funding of two unconnected highway segments known as the North Expressway Project in San Antonio. These two segments abutted the north and south ends of Breckenridge Park. The highway department proposed to construct the connecting highway segment through the park using state highway funds and thus avoid compliance with federal regulations, such as NEPA. See, e. g., Citizens to Preserve Overton Park v. Volpe, 401 U.S. 402, 91 S.Ct. 814, 28 L.Ed.2d 136 (1971). The Texas highway department was eventually successful; the termination of federal funding for the connecting segment was held to have the legal effect of exempting the segment from federal environmental regulations. Named Individual Members of the San Antonio Conservation Soc’y v. Texas Highway Dept., 496 F.2d 1017 (5th Cir. 1974), cert. denied, 420 U.S. 926, 95 S.Ct. 1123, 43 L.Ed.2d 396 (1975). Although this result was discouraging to the highway opposition, it was nonetheless consistent with the basic structure of the federal-aid highway program. A contrary result would have substantially altered the fundamental grant-in-aid character of the highway aid program.
“[I]f the state highway department’s general power to allocate federal aid funds among various highway projects is relied on by courts to justify the application of federal grant conditions to road building activities which are wholly state financed, the courts will have gone some distance toward “federalizing” all the activities of state highway departments which are carried out on routes which are within the general classifications eligible for federal funding.”
Mashaw, Alternative Strategies, supra at 37.
In sum, I am persuaded that the Commission has the authority to establish this policy under those implied powers necessary to fully and effectively design and construct state highways. If this construction of our constitution and statutes is in its effect broader than the drafters intended, the remedy is to restrict the discretion of the Commission with respect to the formation of policy by constitutional amendment or appropriate legislation. Legislation could also relieve the City of some of the financial burden of highway construction. See N.Y.High.Laws §§ 340-b, subd. 4, 5; 349-c (McKinney & Supp.1977) (providing for state reimbursement of city for any costs and expenses of property acquisition for highway purposes); see also City of New York v. State, 61 Misc.2d 517, 306 N.Y.S.2d 131 (Ct.Cl.1969), *737aff’d, 49 A.D.2d 644, 373 N.Y.S.2d 853 (1975), modified on other grounds, 40 N.Y.2d 659, 389 N.Y.S.2d 332, 357 N.E.2d 988 (1976); City of New York v. State, 49 A.D.2d 641, 370 N.Y.S.2d 241 (1975).
. “[I]t is also the general rule that a claim of duress cannot be sustained where there is full knowledge of the facts of the situation and ample time and opportunity for full and free investigation, deliberation and reflection.” Weisert v. Bramman, supra, 216 S.W.2d at 434, citing Tanner v. West, 339 Mo. 738, 99 S.W.2d 7, 16 (1936); Ensign v. Home for the Jewish Aged, supra, 274 S.W.2d at 508. Although it is unclear from the record precisely how long the Commission and the City quarreled about the contracts prior to execution, a reasonable minimum estimate is several months. During this period there was considerable discussion among city officials, the Board of Alderman, and the City Counselor. These circumstances seem to indicate that the City had full knowledge of the facts as well as an opportunity for deliberation, investigation and reflection, thus raising the possibility that any claim of duress had been nullified. See Weisert v. Bramman, supra, 216 S.W.2d at 434 (negotiation period of several months, consultation with lawyer); Tanner v. West, supra, 339 Mo. at 752, 99 S.W.2d at 16; Ensign v. Home for the Jewish Aged, supra, 274 S.W.2d at 508.
. A contract executed under duress is voidable, not void; therefore, if a coerced party intends to assert duress and repudiate the contract, he must do so with reasonable diligence after the duress is removed. Undue delay may constitute ratification of the contract. For example, in Weisert v. Bramman, supra, 216 S.W.2d at 435, the court found that the duress, a threat to challenge the mental capacity of the plaintiff’s husband, ended with his death and held her claim of duress which was not raised until five years later was barred by ratification. See, e. g., Farmers’ State Bank v. Day, 226 S.W. 595 (Mo.App.1920); see also Gallon v. Lloyd-Thomas Co., 264 F.2d 821, 826 (8th Cir. 1959); Yingling Aircraft Inc. v. Budde, 208 F.Supp. 773, 776 (D.Colo.1962). There is, however, no question of ratification if the duress was continuous, see White v. Scarritt, 341 Mo. 1004, 111 S.W.2d 18, 24 (1937) (duress found to have continued until money was paid or the contract performed); or if the coerced party did not have full knowledge of the facts, see Mathis v. Crane, 360 Mo. 631, 230 S.W.2d 707 (1950); or if the coerced party in some way protested or refused to accept any benefits under the contract, see Weisert v. Bramman, supra, 216 S.W.2d at 435.
The four contracts at issue were executed between 1959 and 1966. At some point, after paying only part of the amount due under three of the four contracts, the City stopped making payments. In October, 1969, the Commission sued the City for breach of contract; the City answered and counterclaimed for recovery of its previous payments in July, 1970. I cannot find that this sequence of events represents the necessary “reasonable diligence” to preclude ratification, especially when the City did not initiate any legal action to repudiate the contracts but only reacted defensively. See Farmers’ State Bank v. Day, supra, 226 S.W. at 595; Deibel v. Jefferson Bank, 200 Mo.App. 541, 207 S.W. 869 (1919); see also Annot., 77 A.L.R.2d 426 (1961). In addition, the City’s silence, see Weisert v. Bramman, supra, 216 S.W.2d at 434, and making of payments according to the terms of the coerced contracts, see Bushnell v. Loomis, 234 Mo. 371, 137 S.W. 257, 289 (1911), are factors indicative of ratification. Further, because the Commission adopted the policy on right-of-way acquisition some time before 1950, the City was well aware of its existence and had ample time and opportunity to evaluate its probable impact and consider possible legal challenges. Cf. State ex rel. State Highway Comm’n v. Weinstein, supra, 322 S.W.2d at 779 (administrative review); but see Jackson County Public Water Supply Dist. No. 1 v. State Highway Comm’n, 365 S.W.2d 553 (Mo.1963) (no judicial review of highway commission policy decisions).
I do not find that the duress, if any, in the present case was continuous and thus a bar to ratification of the contracts. As in Weisert v. Bramman, supra, 216 S.W.2d at 435, any duress ended some time before a claim of duress was raised, in the present case, not less than four years after the execution of the last contract. Construction of the highways has continued, evidently unaltered by the protracted litigation between the commission and the City. At the very least, these facts raise the possibility of ratification which would bar the City’s defense and claim of duress.
. E. g., Brink v. Kansas City, 355 Mo. 860, 198 S.W.2d 710 (1946) (property owners in sewer district recovered amounts paid on tax bills subsequently cancelled on ground that bills were contaminated by fraud; payments made under duress); Westlake v. City of St. Louis, 77 Mo. 47 (1882); American Brewing Co. v. City of St. Louis, 187 Mo. 367, 86 S.W. 129 (1905); cf. Cocanig v. City of Chicago, 21 Ill.2d 464, 173 N.E.2d 482 (1961) (suggestion that in some circumstances a suit for recovery of payments may be impractical and instead the utility should be enjoined); see also Rockford Savings & Loan Ass’n v. City of Rockford, 352 Ill. 348, 185 N.E. 623 (1933); Manhattan Mill Co. v. Manhattan Gas & Elec. Co., 115 Kan. 712, 225 *738P. 86 (1924); Texas Power & Light Co. v. Doering Hotel Co., 147 S.W.2d 897 (Tex.Civ.App.1941), aff'd, 139 Tex. 351, 162 S.W.2d 938 (1942). For example, in American Brewing Co. v. City of St. Louis, the brewery, a very large water user, sued the City to recover that part of its water bills attributable to excessive rates. The court used a duress analysis and characterized payments made under duress or compulsion and therefore recoverable as “payments of illegal charges or exactions under apprehension on the part of the payors of being stopped in their business if the money is not paid.” 86 S.W. at 131-32. The court found that the brewery had paid the extra charges on its water bills in order to continue in business; therefore, the brewery was entitled to recover the excessive payments. Id. at 133.
Under a duress-by-public-utility analysis, the utility in question must have received or exacted payment to which it has no legal right. E. g., American Brewing Co. v. City of St. Louis, supra, 86 S.W. at 130 (excessive water rates); see generally 25 Am.Jur.2d Duress and Undue Influence § 8 (1966). In the present case, the Commission, in my opinion, did not impose an illegal charge or exact excessive payment. Furthermore, this analysis presupposes establishment of the Commission as a public utility.
. The doctrine of unconscionability shares with duress and duress by a public utility, see note 14 supra, a concern over abuses of superi- or bargaining power in a commercial context. Unconscionability, unlike duress, focuses upon the contract itself rather than the process of contract formation. The doctrine of uncon-scionability provides relief from contracts which are grossly unfair or commercially unreasonable. See § 400.2-302 RSMo 1969 (1963 Mo.Laws 522, effective July 1, 1965); see generally J. White & R. Summers, Handbook of the Law under the Uniform Commercial Code, ch. 4 (1972); Note, 53 Iowa L.Rev. at 912 & n. 105; Comment, Bargaining Power and Unconsciona-bility: A Suggested Approach to UCC § 2-302, 114 U.Pa.L.Rev. 998 (1966). Unconscionability may be procedural, that is concerning abuses in the bargaining process itself, or substantive, that is concerning the actual terms of a particular contract. Leff, Unconscionability and the Code — The Emperor’s New Clause, 115 U.Pa.L.Rev. 485 (1967) (procedural-substantive analysis). “The principle is one of the prevention of oppression and unfair surprise and not of disturbance of allocation of risks because of superior bargaining power.” U.C.C. § 2-302, Comment 1 (§ 400.2-302, Comment 1 RSMo 1969). Contracts found to be unconscionable, however, frequently involve consumers as the oppressed parties and adhesion or standard form contracts. E. g., Williams v. Walker-Thomas Furniture Co., 121 U.S.App.D.C. 315, 350 F.2d 445 (1965).
Although the drafting of the contracts by one party and the lack of negotiation are characteristic of adhesion contracts, the City cannot be aptly described as having the same kind of inferior bargaining position as the average consumer or as surprised by the use of fine print, ambiguous language or misleading representations on the part of the Commission. Nor are the terms of the contracts excessively high in price or unfairly restrictive as to remedies. See generally White & Summers, supra, at 117-18.
. § 70.220 RSMo 1969.