QUINN, Justice.
El Paso Natural Gas Company (El Paso) appeals from a final judgment awarding Min-eo Oil & Gas Company (Mineo) and Charles F. Doombos, as trustee for the Charles F. Doombos Revocable Trust, (Doombos) damages against it. Through three points of error, El Paso raises questions regarding unconscionability, breached duty of good faith, and the sufficiency of the evidence. By cross-point, Doornbos decries the trial court’s refusal to find that the life of a particular contract was extended past its original term. We reverse in part and affirm in part.
Background
The dispute revolves around take-or-pay gas purchase agreements executed in 1979 (1979 Agreements) by El Paso, and the predecessors of Doornbos, and Mineo.1 Under [59]*59these agreements, Doornbos and Mineo dedicated to El Paso all the natural gas which could be produced from their properties located in Hemphill County, Texas. In turn, El Paso agreed to purchase a specified minimum quantity (80% “of the aggregate maximum delivery capacity of the Seller’s wells”) per day. If it failed to purchase same or if it bought an amount less than the minimum quantity, then El Paso was obligated to pay Doornbos and Mineo the difference between the amount actually taken and the minimum quantity it was required to take; thus, arose the concept of take-or-pay.
For several years after the 1979 Agreements were executed, all parties performed as expected. Then, the natural gas market began to experience change in the mid-1980’s. To put it mildly, gas prices fell substantially. Soon El Paso realized that to continue acquiring the gas as required under the 1979 Agreements would be unprofitable and, in time, it obtained from Mineo and Doornbos various amendments to the Agreement. Those amendments (referred to as the Amendatory Agreements) retroactively altered El Paso’s take-or-pay obligation from 80% to 50% of the sellers’ “aggregate daily producing ability” for the period of January 1, 1982, through December 1984, and from 80% to 60% for the period “from and after January 1, 1985,” through the end of the contract term. So too was the buyer granted the right to unilaterally reduce the price it paid for the gas.2 Finally, if the buyer decided to reduce the price to a level unacceptable to Mineo and Doornbos, the two producers had the chance to end “this Agreement” but only after all obligations due El Paso were satisfied.
In addition to the foregoing amendments, approximately 80 other contracts were executed between the parties over the remaining terms of the 1979 Agreements. These other contracts (referred to herein as the Monthly Releases) 1) released El Paso from its monthly obligation to take-or-pay, 2) extended to Mineo and Doornbos the opportunity to sell their gas on the spot market during the pertinent period often at a lesser price, and 3) gave El Paso the option to reduce its annual take-or-pay obligation by the amount of gas they sold on the spot market or to simply ignore its obligation for the month covered by the contract.
In time, Mineo grew dissatisfied with its relationship with El Paso and requested that it be ended. Consequently, in November of 1988 the two entities signed a letter (the November Termination Letter) terminating the 1979 Agreement and releasing each other of any and all claims or causes of action which they may have had against each other.3 Several more years passed before El Paso obtained, in February of 1991, two termination letters (February Termination Letters) from Doornbos and his predecessors in interest. They, like the November Termination Letter, also purported to waive “[a]ll past liabilities that might exist between the parties.”
More time passed before Mineo and Doornbos learned that others had begun asserting take-or-pay claims against El Paso. Thus, they too joined the fray and sued the company to recover sums equal to the take- or-pay obligations thought due them under the unamended 1979 Agreements. Though the causes of action averred were numerous, only three concern us for they were the claims upon which the court awarded dam[60]*60ages. The first is breach of contract. As to this allegation, it was determined that El Paso failed to perform its take-or-pay obligations as per the original 1979 gas purchase agreements. However, before recovery could be had upon that claim, the court had to set-aside the Amendatory Agreements, Monthly Releases, and the November and February Termination Letters. It did so by first holding all of them unconscionable. Then, it concluded that all but the February Termination Letters were obtained by El Paso in violation of its duty of good faith. As a result, El Paso was ordered to pay Mineo and Doombos damages equal to the amount of gas which it agreed to take-or-pay for under the unamended 1979 Agreement.
On appeal, the true issue is not whether El Paso breached the 1979 Agreements. Rather, it concerns whether the other contracts and releases were properly voided so that the claim of breached contract could be pursued. And, of paramount importance is whether the November and February Termination Letters were properly negated. Again, they released El Paso from all claims and liability. So, if they remained binding, it mattered not whether any of the other Agreements were avoidable.
Point of Error One — Unconscionability
In its first point of error, El Paso attacks the trial court’s decision to avoid the release agreements on the basis of unconscionability. It posits that same were not unconscionable as a matter of law. So too does it argue that the court’s “Findings of Fact/Conclusions of Law Nos. 5-16,” which purportedly involved unconscionability, were legally or factually insufficient.4 We sustain the point.
A. Controlling Law
As per the Texas Business and Commerce Code, a court may refuse to enforce a contract which it holds unconscionable. Tex. Bus. & Com.Code Ann. § 2.302(a) (Vernon 1994). Yet, a problem arises in determining what is encompassed within the theory. Those who codified the concept into section 2.302 did not deign to define it; nevertheless, we are not without guidance. Both the commentary following the provision and the writings of our judicial brethren provide assistance. See Lockhart Sav. & Loan Ass’n v. RepublicBank Austin, 720 S.W.2d 193, 195 (Tex.App.—Austin 1986, writ refd n.r.e.) (stating that while the comments accompanying each section of the Business and Commerce Code are not law, they nevertheless are persuasive authority concerning the legislature’s intent).
1. Standard of Review
We are told that the ultimate question as to whether an agreement is unconscionable is one of law. Id. at § 2.302, cmts. 1 & 3; Pony Express Courier Corp. v. Morris, 921 S.W.2d 817, 820 (Tex.App.—San Antonio 1996, no writ). This suggests that our review of the matter is de novo. Yet, it cannot be forgotten that the decision of whether some agreement is or is not unconscionable is dependent upon the existence of facts which allegedly illustrate unconsciona-bility. And, as to the existence of those facts, our review is not de novo. In other words, we cannot review the record, divine our own inferences from the evidence contained therein, resolve conflicts in same, or decide what evidence to believe and what not to believe. The power to do those things, that is, to find facts, lies with the trial court. Once it has exercised that power, we must then defer to the findings made. And, as long as the findings enjoy sufficient eviden-tiary support, they cannot be disturbed, even though we may have construed the evidence differently. Nevertheless, this does not prevent us from assessing whether the findings made illustrate unconscionability for, again, that is a question of law. Nor does it prevent us from deciding whether the evidence of record, when viewed in a light most favor[61]*61able to the court’s findings and regardless of its potential inferences, illustrates unconscio-nability, for that too is a question of law.
Interestingly, at least one court has likened the mental gymnastics in which we must partake to the standard of abused discretion. See, e.g., Pony Express Courier Corp. v. Morris, 921 S.W.2d at 820. Use of the latter is helpful in situations involving mixed questions of law and fact, according to the Pony Express court. Id. It enables the reviewing court to reassess de novo that part of the decision involving the law and its application while recognizing the trial court’s authority to weigh and interpret the evidence. Pony Express Courier Corp. v. Morris, 921 S.W.2d at 820; accord, Walker v. Packer, 827 S.W.2d 833, 839-40 (Tex.1992); see Restatement (Second) of Contracts § 208, cmt. f (stating that the appellate court will consider whether the proper standards were applied). Given this, we too adopt it as indicative of the framework in which the reviewing court must act.
2. The Scope of Unconscionability
According to those who incorporated it into chapter two of the Texas Business and Commerce Code, unconscionability serves the purpose of negating an advantage gained through oppression and unfair surprise. Tex.Bus. & Com.Code Ann. § 2.302, cmt. 1. At one time, it was perceived as a way of protecting the downtrodden against the overpowering. Though the concept has changed somewhat, it nevertheless retains many of its historic characteristics. For instance, it must be shown that the agreement in question arose through procedural and substantive abuse. Tri-Continental Leasing Corp. v. Law Office of Richard W. Burns, 710 S.W.2d 604, 609 (Tex.App.—Houston [1st Dist.] 1985, writ ref'd n.r.e.); Wade v. Austin, 524 S.W.2d 79, 85 (Tex.Civ.App.—Texarkana 1975, no writ).5 The former means that oppression and unfairness must taint the negotiation process leading to the agreement’s formation. Pony Express Courier Corp. v. Morris, 921 S.W.2d at 821. And, this is illustrated through such things as 1) the presence of deception, overreaching, and sharp business practices, Arkwright-Boston Mfrs. Mut. Ins. Co. v. Westinghouse Electric Corp., 844 F.2d 1174, 1184 (5th Cir.1988), 2) the absence of a viable alternative, Wade v. Austin, 524 S.W.2d at 86, and 3) the relative acumen, knowledge, education, and financial ability of the parties involved. Restatement (Second) of Contracts § 208, cmt. d. Furthermore, no one indicia is determinative; rather, the totality of the circumstances must be assessed before it can be said that someone fell prey to procedural abuse. 2 R. Anderson, Uniform Commercial Code § 2-302:32 (3d ed.1982). Moreover, the situation must be assessed as of the time it occurred, not via hindsight. Tri-Continental Leasing Corp. v. Law Office of Richard W. Burns, 710 S.W.2d at 609; Wade v. Austin, 524 S.W.2d at 85.
As to the latter prong, that concerning substantive abuse, the fairness, or oppressiveness of the contract itself is considered. Pony Express Courier Corp. v. Morris, 921 S.W.2d at 821. Admittedly, this prong is not easily quantified for the notions of fairness and oppressiveness themselves elude ready grasp. What may be fair in one scenario may not be in another. Thus, the totality of the situation (as of the time the situation unfolded) must again be measured. Furthermore, at least one commentator suggests that the contract, with its promises, benefits and detriments, must border on being inimical to public policy before it can be said to be sufficiently unfair or oppressive. 2 R. Anderson, Uniform Commercial Code § 2-302:28 (comparing unconscionability to con[62]*62cerns of public policy). Others suggest that it must be utterly lopsided, that is, there must be no reasonable or subjective parity between the values exchanged.6 Wade v. Austin, 524 S.W.2d at 86; Restatement (Second) of Contracts § 208, cmt. c; 2 R. Anderson, Uniform Commercial Code § 2-302:58 (suggesting that the terms of the agreement must bear a reasonable relationship to the risks involved).
Yet, regardless of grounds proffered as illustrative of substantive abuse, they must be sufficiently shocking or gross to compel the courts to intercede. Indeed, the same must be said vis-a-vis procedural abuse; the circumstances surrounding the negotiations must be shocking. Anything less would be an invitation to excessive governmental intrusion into our dealings. Our court system cannot act as the mother hen watching over its chicks, standing ready to ameliorate every unpleasant circumstance which might befall them. See Associated Press v. Southern Arkansas Radio Co., 84 Ark.App. 211, 809 S.W.2d 695, 697 (1991) (noting that it is not the province of the courts to scrutinize all contracts with a paternalistic attitude and summarily discard them because one may consider them no longer beneficial or fair). One’s right to negotiate a bargain, to exercise free will, to choose a path, and to even make a bad deal must be admitted and respected. 2 R. Anderson, Uniform Commercial Code § 2-302:29. After all, the general responsibility to fend for one’s self still lies with one’s self. Consequently, only when the negative aspects of the bargaining process and subsequent contract are gross, under the totality of the circumstances, is the court’s authority to intercede triggered. Restatement (Second) of Contracts § 208, cmt. d.
Similarly, it is imperative that the complaining party fall prey to those gross aspects of the deal. That is, the circumstances before him must be such as to compel him to execute the bargain. See Troy Mining Corp. v. Itmann Coal Co., 176 W.Va. 599, 346 S.E.2d 749, 754 (1986) (rejecting the claim of unconscionability due to the lack of evidence indicating that the contract was “forced” upon the complainant); Wade v. Austin, 524 S.W.2d at 86 (stating that one who “knowingly” enters an improvident contract cannot be heard to complain); Earman Oil Co., Inc. v. Burroughs Corp., 625 F.2d 1291, 1299 (5th Cir.1980) (indicating that one who knowingly and “willingly” enters an agreement is not a victim of gross conduct). Again, if the complainant did what he did because of his own motivations, and not those of his opponent, then he must suffer the result of his deal.
Lastly, and to the extent that El Paso argues otherwise, section 2.302 of the Business and Commerce Code does not limit its protections to only those involved in personal, as opposed to commercial, transactions. The doctrine has been invoked with success in the latter setting. Indeed, Campbell Soup Co. v. Wentz, 172 F.2d 80 (3rd Cir.1948), a case cited by the legislature in the comments following section 2.302 as indicative of unconscionability, is one such example. There, the court struck down a contract which obligated Wentz, a farmer, to dedicate his entire crop to Campbells even if Campbells did not take or pay for it. That transaction was commercial, as was the deal in Art’s Flower Shop, Inc. v. Chesapeake and Potomac Telephone Co., 186 W.Va. 613, 413 S.E.2d 670 (1991) (wherein a merchant successfully invoked the doctrine against a telephone company). In citing Wentz, it can be said that the legislature did not intend to ipso facto exclude commercial transactions from the realm of unconscionability. And, we are not in a position to do that which the legislature has not done. See Associated Press v. Southern Arkansas Radio Co., 809 S.W.2d at 697 (recognizing that the theory of unconscionability may have application to some commercial transactions); J. Mallor, Unconscionability in Contracts Between [63]*63Merchants, 40 Sw.L.J. 1065 (1986) (concluding the same).
Of course, we acknowledge that a claimant’s status as a merchant or businessman may be considered in the overall equation. Indeed, the expertise, knowledge, financial strength and such possibly garnered by a businessman may be enough to warrant the conclusion that he or she did not fall prey to supposedly unconscionable activity. See, e.g., DeValk Lincoln Mercury, Inc. v. Ford Motor Co., 811 F.2d 326, 333 (7th Cir.1987) (refusing to uphold DeValk’s claim of uncon-scionability because of DeValk’s extensive business experience, knowledge, and use of legal counsel).
B. Application to Case
As previously mentioned, the trial court held unconscionable those portions of the November Termination Letter which effectively waived Mineo’s claims against El Paso. It did so because of:
El Paso’s admitted policy that it did not voluntarily make take-or-pay payments ... as well as its express and implied representations that it was not obligated to purchase minimum contractual amounts of gas or to pay take-or-pay damages ... and the overall advantage of bargaining power held by El Paso ... [and]
Mineo was required to release all contractual take-or-pay obligations of El Paso in order [to] be able to sell any of its gas ... which El Paso was refusing to purchase. ...
So too were the provisions of the February Termination Letters which waived liabilities against El Paso avoided. The reasons given, however, differed. Those agreements were set aside because
[they] represent that it “may be in the best interests of all parties” to sign the agreements and because the stated purpose of the letters [was] the early termination of, in part, the McMordie contracts, and because according to El Paso’s own records, the McMordie contracts would terminate at the approximate same time whether Doombos and Cross-Timbers signed the letters or not [and]
the effect of such a release of past take-or-pay damages without any corresponding benefit to Plaintiffs ... [was] so one-sided_
We now turn to the question of whether these were sufficient to establish unconscio-nability.
1. Mineo Release
a. Procedural Abuse
We initially note that the court said nothing of Mineo’s business expertise, financial status, and overall knowledge of the oil and gas trade. Nor did it comment upon the viable alternatives, if any, which were available. To the extent that these factors went unconsidered, it can be said that the court failed to assess the totality of the circumstances as required. And, in not doing that, the court abused its discretion. See Downer v. Aquamarine Operators, Inc., 701 S.W.2d 238, 241-42 (Tex.1985), cert. denied, 476 U.S. 1159, 106 S.Ct. 2279, 90 L.Ed.2d 721 (1986) (holding that an abuse of discretion arises when the court violates controlling principles or deviates from guiding rules). Similarly absent is consideration of whether the indicia cited by the court compelled Mineo to do what it did. That too indicates analysis of less than the totality of the circumstances and abused discretion.
Next, the supposed policy referred to by the trial court as illustrative of procedural abuse was used prior to execution of the Amendatory Agreements. Whether it was still in existence three years later when Min-eo signed the November Termination Letter cannot be garnered from the evidence before us.
Moreover, the record undisputably demonstrates that the subject of terminating the 1979 Agreement was first broached by Min-co’s president, Gene Hall. He believed it “prudent” to sell his gas and grew frustrated with what he perceived to be El Paso’s persistent refusal to live up to its agreement. As he stated at trial:
You know, I finally reached the point, I believe ... I believe it was in ‘88 or along there that they [El Paso] hadn’t taken gas [64]*64in some time period. They just hadn’t been taking gas.
And so, at that point I realized that I wasn’t going to be able to sell any gas and so, I asked for a release.
The release was needed, Hall testified, to insulate any potential new buyers from suit by El Paso. So, he proposed to El Paso that the relationship between it and Mineo come to an end. El Paso responded by drafting the November Termination Letter which included a mutual release of claims. Upon receiving the document, Mineo signed it, and within days, the producer had contracted to sell its gas to another company. It may be that El Paso had superior bargaining position due to its size, poeketbook, and ability to prevent sales to third-parties. Yet, we were cited to no evidence, nor did we find any, indicating that Mineo objected to the release provision in the November Termination Letter. Nor is there any evidence indicating that it sought to renegotiate that language. Under this state of the record, it can hardly be said that Mineo fell prey to El Paso’s bargaining power when it did not attempt to test that power or when it simply acquiesced to El Paso’s preferences.
Interestingly, the November Letter was not the first contract drafted by El Paso and signed by Mineo which contained release provisions. Many such instruments had been executed by the producer since 1985. That the documents also had the effect of releasing or minimizing El Paso’s take-or-pay liability was something about which Mineo was not .“too concerned,” despite being “real disappointed” with El Paso. See Resources Investment Corp. v. Enron Corp., 669 F.Supp. 1038, 1042 (D.Colo.1987) (holding that multiple releases contained in 32 contracts signed over an 18 year period would indicate a lack of unconscionability).
Additionally, nothing of record indicates that Mineo failed to understand the effect of its actions in executing the November Termination Letter. Its president, Hall, was a sophisticated businessman. He had graduated from college, become a certified public accountant, and began acquiring oil and gas interests at least five years before incorporating Mineo in the 1960’s. Moreover, his venture into the oil patch was sufficiently profitable to induce him, in the 1970’s, to leave his accounting practice and pursue the oil trade full-time. And, throughout his career as a professional, he not only drafted various business instruments but knew enough to hire attorneys to draft those which he could not. These circumstances coupled with his admission that he knew what the concept of waiver meant belie any notion that Hall was something less than an astute businessman. It may be, as Mineo suggested in its brief, that Hall did not know the extent, if any, of El Paso’s potential liability before signing the November Termination Letter. Yet, the undisputed evidence illustrates that not only was Hall disappointed with El Paso’s performance but also that he never attempted to investigate the extent of El Paso’s potential liability until long after signing the releases.
Furthermore, there existed options to waiving the claims. At the very least, Mineo could have tried to end the relationship without releasing El Paso. Or, it could have acted upon its “real disappointment” with El Paso and demanded that El Paso perform. If it did not, then Mineo could have also done that which it postponed until the 1990’s, that is, sue. After all, when El Paso sent the Termination Letter, Mineo stood at the precipice. At that point, Mineo could no longer delay the inevitable. It had to decide whether to sign the release or convert its frustration with the company into a law suit. Contrary to Minco’s insinuations to the contrary, a lawsuit can be a very viable option when one is finally faced with the choice of either waiving claims or suing upon them.
In sum, we hold that in failing to consider the totality of the circumstances, the trial court abused its discretion in finding that El Paso engaged in gross procedural abuse. So too do we conclude, as a matter of law, that the indicia relied upon by the trial court were alone not enough to illustrate gross procedural abuse. We also find, as a matter of law, that under the totality of the circumstances, Mineo did not succumb to any gross procedural abuse in executing the November Termination Letter.
[65]*656. Substantive Abuse
As to the question of substantive abuse, the trial court found same in the fact that Mineo had to purportedly release its causes of action before it could sell to other buyers. Though that may be a distasteful option, we hold as a matter of law, that it was not enough to render the release an instance of substantive abuse or an act approaching the violation of public policy. First, there is nothing inimical in releasing claims. Indeed, that is done most every time a legal controversy is settled. Second, in exchange for the release, Mineo gained the opportunity to sell its gas to third-parties without hindrance from El Paso. That, in the words of Minco’s president, was a “prudent” goal to pursue. Third, Mineo undoubtedly considered the claims unimportant at the time since it did not even attempt to investigate their potential existence or extent.7 Fourth, and as previously discussed, Mineo had the option to pursue those claims rather than release them. Given the totality of the circumstances which went unmentioned by the court, we conclude that the latter abused its discretion in finding that Mineo was the victim of substantive abuse.
2. Doornbos/Cross-Timbers Releases— February Termination Letters
As previously mentioned, the trial court found that the February Termination Letters were the result of procedural abuse because 1) El Paso represented in the documents that it “may be in the best interests of all parties’ to sign the agreement,” 2) “the stated purpose of the letters [was] the early termination of, in part, the McMordie contracts,” and 3) “according to El Paso’s own records, the McMordie contracts would terminate at the approximate same time whether Doorn-bos and Cross-Timbers signed the letters or not.” As can be seen, the trial court did not address the relative bargaining strength of the parties at the time the items were signed or their relative business acumen, knowledge, education, or financial ability. Nor did it discuss the presence or absence of viable business alternatives. To the extent that all these factors were ignored, the court did not permissibly exercise its discretion.
More importantly, it could not be said that the ability of Doornbos or Cross-Timbers to sell gas to others was conditioned upon the execution of either document. Indeed, other findings of the trial court revealed that the produeer/buyer relationship once existed between El Paso, and Cross-Timbers ended approximately 14 months before execution of the 1991 releases. So, no approval was needed from El Paso to market their gas elsewhere. Similarly non-existent is evidence indicating that either Doornbos or Cross-Timbers read the releases before signing them, relied upon anything mentioned therein as inducement to sign them, objected to signing the documents, attempted to negotiate the terms of the documents, or felt compelled in any way to sign them for any particular reason. And, though we have no information of record about the financial or educational background of the Cross-Timbers partners or evidence of their relative business acumen, the evidence undisputably characterizes Doornbos as a college educated man of “considerable” wealth, learned in the oil and gas trade, and careful about his business and what he signed. It further depicts him as someone who had sold gas to and dealt with a number of interstate pipelines in his career and knew how and when to obtain legal counsel.
Given the dearth of evidence regarding compulsion by El Paso or reliance upon anything the company said to induce execution of the 1991 releases, as well as the general [66]*66absence of evidence illustrating lack of viable alternatives, business acumen, financial ability, and knowledge about what was being signed and its effect, the things cited by the trial court as illustrating procedural abuse are inconsequential. So, we hold as a matter of law, that under the totality of the circumstances the court’s finding of gross procedural abuse emanated from an exercise of abused discretion.
b. Substantive Abuse
Next, the court found that the 1991 termination letters were illustrative of substantive abuse since they were “one-sided,” that is, they effectively released “past take- or-pay damages without any corresponding benefit to” Doornbos or Cross-Timbers. To the extent that the 1979 Agreement had long since expired and the two producers were free to sell to whomever they chose, it can be said that they got little value in return for releasing El Paso of its potential take-or-pay liability. Yet, as previously mentioned, there is nothing inherently wrong in release agreements. Nor was the incorporation of the waiver terminology such that it could have escaped attention or been misunderstood.8 And, given the general want of procedural abuse, we hold as a matter of law, that the absence of a quid pro quo was not enough to raise the transaction from the realm of a bad deal into that of unconscionability.
c. Conclusion
In sum, neither the November nor February Termination Letters, or their release provisions, were unconscionable under the totality of the circumstances. In holding that they were, the trial court abused its discretion. Finally, because each document effectively waived the take-or-pay claims which Mineo and Doornbos pursued herein against El Paso, we need not determine whether any other release or modification agreement was unconscionable. So, El Paso’s first point of error is sustained.
Point of Error Two — Good Faith
In its second point, El Paso attacks the finding that it acted in bad faith vis-a-vis execution of the amendatory agreements, monthly release letters, and termination letters. ' The findings were wrong because 1) it allegedly owed no duty of good faith or, in the alternative, 2) they lacked evidentiary support. We overrule the point.
As to the contention involving insufficient evidence, we note that El Paso’s point of error itself does not actually mention it. Nevertheless, a substantial portion of the argument under point two is expressly devoted to the topic. Given this and the Supreme Court directive to liberally apply the briefing rules, Anderson v. Gilbert, 897 S.W.2d 783, 784 (Tex.1995), we must construe the point as encompassing a sufficiency attack. The next problem, however, entails the type of attack waged; that is, is it one upon the legal or factual sufficiency of the evidence. El Paso affords us little guidance since it fails to reference an applicable standard of review. But, since it cites only to evidence favoring its position and that such evidence can only be considered when questioning the factual sufficiency of a determination, we conclude that its attack is one of factual sufficiency.
Next, our consideration of this point is restricted to the claim of Mineo. Simply put, the trial court did not find that the February Termination Letters signed by Doornbos and Cross-Timbers were obtained in bad faith. Indeed, the only ground upon which it relied to avoid those documents was unconseionability. And, since we have found that the releases were not unconscionable, there are no Doornbos claims left for us to address.
A. Duty of Good Faith
El Paso correctly argues that whether one has a duty to act in good faith is a question of law. So too is it correct in saying that no general duty of good faith [67]*67exists between parties to a contract. Arnold v. National County Mut. Fire Ins. Co., 725 S.W.2d 165, 167 (Tex.1987). Yet, the rule is not without exception. For instance, one who stands in a special, confidential, or fiduciary relationship with another may owe the latter a duty of good faith. See, e.g., Aranda v. Ins. Co. of North America, 748 S.W.2d 210 (Tex.1988) (imposing a duty of good faith and fair dealing upon insurance companies in dealing with their insureds). Or, statute may impose upon one such an obligation. And, it is the latter situation that concerns us here.
The court’s findings of fact and conclusions of law, dated October 23, 1995, allude to the concept of good faith as espoused in sections 1.203 and 2.103(a)(2) of the Texas Business and Commerce Code. Under the former, one must act in good faith vis-a-vis the performance of that transaction. Tex.Bus. & Com.Code Ann. § 1.203 (Vernon 1994). In turn, the latter proviso, that is § 2.103(a)(2), obligates those who happen to be merchants to act with “honesty in fact” and to observe “reasonable commercial standards of fair dealing in the trade.” Id. at § 2.103(a)(2).9 Additionally, the duties apply not only to the performance of the contract but also to the formation and modification of those agreements. TexJBus. & Com.Code Ann. § 2.209, cmt. 2.
Next, to fall within the ambit of § 2.209 of the Business and Commerce Code, the transaction in question must be one involving goods. Tex.Bus. & Com.Code Ann. § 2.209(a) (stating that the provision applies to the modification of “a contract within this chapter”); Id. at § 2.102 (stating that the “chapter” affects nothing other than “transactions in goods”). The buying and selling of oü and gas is such a transaction. Howell Crude Oil Co. v. Tana Oil & Gas Corp., 860 S.W.2d 634, 637 (Tex.App.—Corpus Christi 1993, no writ); New Bremen Corp. v. Columbia Gas Transmission Corp., 913 F.Supp. 985, 987 (S.D.Tex.1995). So, El Paso is wrong when it posits that it had no duty to act in good faith vis-a-vis the modification and performance of the many agreements at bar.
However, breaching the Business and Commerce Code duty of good faith does not provide the injured with an independent cause of action for damages. TexBus. & ComCode Ann. § 1.203, cmt. Rather, the complainant may use the wrong to vitiate the agreement tainted by bad faith. For instance, if one used bad faith to secure modification of an agreement, then sections 1.203 or 2.103 could be invoked as a way of avoiding the modification and enforcing the original agreement. Id.
Next, whether the duty has been breached depends upon several factors. For instance, the presence or absence of a legitimate commercial reason for pursuing modification is one indicia, assuming the parties are merchants. See TexBus. & ComCode Ann. § 2.209, cmt. 2 (stating that the “extortion of a ‘modification’ without legitimate commercial reason is ineffective as a violation of the duty of good faith”); T & S Brass & Bronze Works, Inc. v. Pic-Air, Inc., 790 F.2d 1098, 1105 (4th Cir.1986) (stating that “[g]ood faith ... requires that a ‘legitimate commercial reason’ lead a party to seek the modification”); Roth Steel Prod. v. Sharon Steel Corp., 705 F.2d 134, 145-46 (6th Cir.1983) (stating that whether “the parties were in fact motivated to seek modification by an honest desire to compensate for commercial exigencies” is influential in determining good faith).10 Another indicia concerns the means by which the modification was obtained. Roth Steel Prod. v. Sharon Steel Corp., 705 F.2d at 146. That is, one cannot benefit from a change induced by acts tantamount to economic extortion or overreaching.11 Id.; 1 J. [68]*68White & R. Summers, Uniform, Commercial Code § l-6(b), pp. 43-44 (4th ed.1995). Nor may one enforce a modification when its catalyst was little more than some unfounded dispute manufactured by the party requesting modification. Id. at 44.
Finally, deception can also serve to vitiate the new agreement. Indeed, an aspect of good faith according to the legislature is simple honesty. That is why it initially defined the concept as “honesty in fact in the conduct or transaction concerned.” Tex.Bus. & Com.Code Ann. § 1.201(19). So, if trick, artifice, or misrepresentation is utilized by a party in obtaining a modification of the contract, for instance, that misconduct can later be the modification’s downfall.
B. Sufficiency of the Evidence
The applicable standard of review is that found in Raw Hide Oil & Gas, Inc. v. Maxus Exploration Co., 766 S.W.2d 264 (Tex.App.—Amarillo 1988, writ denied). That is, with regard to claims of legal insufficiency, the court examines the record only for evidence supporting the determination. All contradictory evidence is ignored. Id. at 276. As to claims of factual insufficiency, we are required to peruse the entire record to see if the supporting evidence is so weak or the contrary evidence so overwhelming as to make the finding clearly wrong and manifestly unjust. Id. Needless to the say, this does not accord us carte blanche authority to do whatever we would care to do. Quite the contrary. The standard is one of deference. We cannot simply substitute our interpretation of the evidence for that of the fact finder. Rather, the latter’s factual conclusions must be accepted unless found to be clearly wrong or manifestly unjust, given the entire record. Id.
2. Application of Standard
In considering the entire record, we find evidence illustrating that the gas market experienced appreciable decline several years after the 1979 Agreements were executed. And, there is no question that the drop in price was caused by factors outside the control of El Paso. Given that, one could say that El Paso had a legitimate commercial reason for endeavoring to ameliorate the situation by modifying its obligations to take- or-pay at the price and quantity set forth in the 1979 Agreements. See Weisberg v. Handy & Harman, 747 F.2d 416, 420 (7th Cir.1984) (stating that a “precipitous change in market price satisfies the requirement of good faith”).
Yet, the record contains evidence illustrating that El Paso did more than simply approach its producers, inform them of its predicament, and attempt to negotiate a modification. Rather, in 1982, the company unilaterally reduced the amount of gas it took to less than the 80% minimum specified in the 1979 Agreements. Furthermore, it did so without disclosing its intent to Min-eo. It further decided, unilaterally, to eschew voluntary payment for the gas it did not take. That is, the 1979 Agreements contained a provision specifying the date by which El Paso had to pay for the gas it did not take. However, El Paso simply decided to ignore that provision, again without notifying its producers. Instead, the- company opted to remain silent until a producer made inquiry into the situation. And, once that happened, it interposed excuses for its conduct, denied any liability, and forced them into negotiations to resolve the claim.12
[69]*69Furthermore, during the “denial/negotiation” process, the producers like Mineo were effectively “boxed in,” as another El Paso employee eventually admitted. Again, they had dedicated 100% of their product to El Paso. So, they could not sell it to others without El Paso’s consent, and needless to say, El Paso was not consenting to such sales without first being released from potential liability for not performing. This situation was comparable to that in Campbell Soup Co. v. Wentz, 172 F.2d at 83. There, like here, Wentz was bound by an agreement under which his commodity was entirely dedicated to Campbell, and, like here, he too was unable to not sell it to others save with Campbell’s approval. After reviewing the circumstances, the appellate court refused to enforce the unfair agreement because it was tantamount to ‘“carrying a good joke too far.’” Id.
So, having placed Mineo in a box which at least one court believed to be unfair, El Paso tendered the Amendatory Agreement to the producer. In the cover letter accompanying the agreement, the buyer represented that it was “firmly committed to solving [the problems facing it] so as to remain capable of marketing your gas.” So, El Paso proposed that if Mineo would agree to retroactively and prospectively reduce both the price to be paid for gas and quantity to be taken, then the prospects for El Paso taking gas in the future would be enhanced.13
As to the change in minimum take-or-pay percentage, El Paso maintained that the agreement was “soft”; that is, the provisions of the original 1979 Agreement could still be invoked to either reduce the percentage or entirely relieve the company of its duty to take-or-pay for a particular period. However, the producer’s obligation to dedicate 100% of its gas to El Paso remained. So, in effect, the previously unfair contract was further enhanced in favor of El Paso. For all practical purposes, the latter found a way to escape potential liability for its prior conduct and make it easier for it to avoid, conceivably in tota, its future take-or-pay duties while keeping the producers obligated to dedicate all their gas to it. And, more importantly, all this was done under the pretense of enabling itself to acquire more gas from them.
But, instead of finding that El Paso was buying more, Mineo encountered the opposite. Indeed, within a short time, El Paso began to forward to its producers monthly release letters. Though their format varied from time to time, their substance did not. Each informed the producer that El Paso did not intend to or could not buy gas during that month. The reasons given for avoiding its obligations were several. For instance, at times they were told that governmental regulations or the status of the market prevented it from complying. Yet, those two reasons proved less than accurate. For instance, a company representative admitted that no regulation actually prohibited it from taking gas in any particular month. This same representative also conceded that the gas could have actually been taken and paid for.
Another reason why El Paso chose not to perform was its supposed policy barring discrimination among its producers. In other words, since the total amount of gas it was required to take from all its producers exceeded its need, it chose either to forgo taking gas from any or to take a prorated fraction from all. Yet, in applying this policy against discrimination, El Paso again proved to be less than candid. For instance, in none of its monthly release letters did the company disclose to the producers that while it was not taking from them, it was actually buying gas on the spot market (at a reduced price) from its own affiliates. In other words, El Paso was using its anti-discrimination policy in a way to discriminate in favor of it and its own.
And, as to the assurances made in the monthly letters regarding its dedication to helping Mineo and the others to “maximize [their] production and revenues,” El Paso also omitted to tell them of other adverse affects they would suffer by agreeing to the temporary releases. Admittedly, the producers would gain the option to sell their prod[70]*70uct on the spot market (at a lesser price most likely). But, they would be extending to El Paso the option to either eliminate its take- or-pay obligation for that month or offset the amount of gas sold against its cumulative take-or-pay obligation. Moreover, El Paso admitted that the option it intended to select would be that most advantageous to it and most disadvantageous to the producer. That suggests a mode of conduct contrary to the supposed desire to maximize the production and revenues of Mineo.
Finally tiring of El Paso’s ongoing practice, Mineo asked to end the contractual relationship. In effect, El Paso was not buying Minco’s gas, and Mineo could not sell it elsewhere without El Paso’s approval.
When viewed as a whole, the record contains sufficient evidence from which it could reasonably be inferred that El Paso acted, with regard to each release and modification secured, like what some call a “dishonest compromiser” or extortionist. 1 J. White, R. Summers Uniform Commercial Code § 1-6(b) (1995). It 1) decided not to voluntarily perform its contractual obligations without informing its producers of same, 2) waited until its conduct was questioned then interjected the unwary producer into the denial/negotiation process, 3) obtained modification of its duties through the use of its power to block sales to others and by dangling hollow promises and representations in front of the producer, and 4) contrived additional reasons to avoid performing its modified duties until the producer eventually capitulated by asking to end the relationship. While this evidence may not illustrate the gross oppression implicit in unconscionability, it is some evidence of El Paso posturing its producers into granting concessions through means which were less than honest in fact.14 And, we found no evidence of a commercial standard proven at trial which condoned the use of deceit in obtaining modifications and releases like those won.here.
Of course, there is evidence indicating that El Paso believed its defenses and posturing were legally justifiable. So too is there evidence indicating that Mineo may have bene-fitted from the modifications and releases; after all it did gain the chance to sell gas on the spot market (at a lesser price) when El Paso could have even denied it that. Yet, this contradictory evidence is not enough to overwhelm the court’s finding of bad faith. Consequently, we overrule point two as it relates to Mineo.
Point of Error Three
In its third point of error, El Paso argues that the court’s findings with regard to the amount of damages recoverable by Mineo were legally and factually insufficient. That is, the sums awarded were based upon an average gas price which had no “competent”15 evidentiary support, says El Paso. We disagree and overrule the point.
A. Standard of Review
In that the standard of review concerning sufficiency points was discussed in the immediately preceding point, we simply incorporate it herein by reference. We also note, as do the parties, that one claiming damages for breach of contract must prove, with reasonable certainty, the amount of damages allegedly suffered. Lakewood Pipe of Texas, Inc. v. Conveying Techniques, Inc., 814 S.W.2d 553, 556 (Tex.App.—Houston [1st Dist.] 1991, no writ). Reasonable certainty, however, does not mean exactitude. As the Supreme Court recognized long ago, “[a] party who breaks his contract cannot escape liability because it is impossible to state or [71]*71prove a perfect measure of damages. Southwest Battery Corp. v. Owen, 131 Tex. 423, 115 S.W.2d 1097, 1099 (1938) (emphasis added). Quite the contrary, the claimant need only present evidence “sufficient to afford a reasonable basis for determining his loss.” Vance v. My Apartment Steak House of San Antonio, Inc., 677 S.W.2d 480, 484 (Tex.1984).
B. Application of Standard
The parties concede that the 1979 Agreement specified the equation by which damages were to be calculated. That is, the price payable for the gas not taken was “to equal the arithmetic average of the three ... highest prices (including but not limited to escalations and adjustments for heating value and for taxes) then being paid by recognized gas pipeline companies for gas of similar quality and pressure in Hemphill County, Texas.” Thus, damages were to be derived by multiplying the amount of gas not taken or paid for during the pertinent time periods by the aforementioned average. And, the average price found by the court and used in its calculation of damages was $5.789 mcf. That figure was derived by adding $5.658, $5.027, and $6.683 (the three highest prices found by the court) together and then dividing the sum by three.
The three prices used by the trial court to calculate the average price were just three of many testified to at trial. One expert of Mineo discovered “several dozen gas prices” which could have fit the requisite criteria. Among them were the mcf prices of $8.86, $6.99, $6.86, $6.70, $6.62, $6.58, $5.89, $5.65, $5.03, $4.98, and $3.86. Others were interspersed between those amounts. And, while they were initially obtained from an information service, effort was made to verify them. Yet, doing so proved difficult given the number of years which had passed since the Amendatory Agreement was executed and the general reluctance of pipeline companies “to give [the information] up.”
Nevertheless, some prices were independently verified by Mineo’s expert, and only they were used by him to secure the arithmetic average spoke of in the 1979 Agreement. Those prices included $6.683, $5.658, $5.258, $5.027, $5.03, and $4.728. According to the expert, each took into consideration adjustments and escalations for heating value (BTUs) and taxes, as provided in that agreement.
In comparing the court’s finding regarding the highest prices paid with the testimony of Minco’s expert, we conclude that the former is legally supportable. Simply put, the figures adopted by the court were three of the six testified to by the expert. Thus, there is some evidence to support them. We also conclude that the finding was factually sufficient, given this testimony. Admittedly, El Paso attempted to discredit it by depicting possible flaws in the witness’ calculations and by proffering testimony suggesting that the prices may not have involved actual sales. Yet, this did not render the testimony incompetent, just subject to question. And, in that situation, it became the trial court’s right and duty to assign it the weight it thought appropriate.
Moreover, we cannot forget that all Mineo had to do was prove its damages with reasonable certainty; that standard does not mandate unquestionability. The evidence adduced by Mineo may have been less than unquestionable, but, it nevertheless met the standard of reasonable certainty. In sum, neither the contradictions appearing in it nor the other evidence of record contradicting it was enough to overwhelm the court’s findings that $5.789 was the average of the three highest prices as required by the 1979 Agreement.
Conclusion
Accordingly, we reverse that part of the judgment which awards Doombos damages and attorney’s fees against El Paso and render judgment declaring that Doombos take nothing against El Paso.16 In all other respects, however, the judgment is affirmed.