Helena Chemical Co. v. Williamson

86 U.C.C. Rep. Serv. 2d (Callaghan) (2015)

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Nature of the Case

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Facts

D, who had a 10th-grade education, began farming in 2010. D had previously worked in the oilfield industry, marked timber, and as a painter. Until 2010, D had never purchased seeds or chemicals for farming purposes. D sought to purchase goods and services from P on credit. D signed Credit Sales and Services Agreement whose terms were not discussed or explained to him. For the 2013 crop year, D provided goods and services for a total price of $79,188.50. D had difficulty getting the corn seed out of P's tender. He contacted P to complain about this issue but proceeded with planting the corn seed. Most of the seed failed to germinate. D claimed P's seed was wet when it was delivered, and the wet corn seed absorbed more chemicals than it would normally, resulting in a loss of 'at least eighty (80) bushels of corn per acre.' P blames the crop failure on an improper application of fertilizer. D stopped making payments on his account, arguing that P is liable to him in negligence and in turn caused him $226,894.81 in consequential damages. P filed this motion seeking a ruling by the Court that D cannot recover consequential damages based on the exclusion/limitations of remedies provision of the Agreement. The agreement clearly stated that damages cannot 'EXCEED THE PRICE OF THE SPECIFIC GOODS OR SERVICES WHICH CAUSE THE ALLEGED LOSS, DAMAGE, INJURY OR OTHER CLAIM.' The agreement waived all special, direct or consequential damages. P claims D’s only remedy was damages not to exceed the costs of the goods and services provided. D opposed the motion.