## Facts

- Lavelle Williamson began farming in 2010; before then he worked in the oilfield industry, marked timber, and worked as a painter.
- Williamson had a tenth-grade education and, before 2010, had never purchased seed or agricultural chemicals.
- In connection with obtaining credit to buy farm inputs, Williamson signed Helena Chemical Company’s Credit Sales and Services Agreement.
- The agreement included a clause waiving or excluding “any and all” consequential-damages claims against Helena.
- Williamson asserted the agreement was presented to him as a form contract and that its terms were not discussed or explained.
- From 2010 through 2013, Williamson bought seed, fertilizer, and chemicals from Helena under the same agreement, which was not canceled or replaced.
- For the 2013 crop year, Helena supplied corn seed (and other goods and services) to Williamson under the agreement.
- After delivery, Williamson had difficulty getting corn seed out of Helena’s tender and contacted Helena’s sales representative; he nevertheless planted the seed.
- The corn failed to germinate adequately, and Williamson did not obtain a sufficient stand of corn for the 2013 crop year.
- Williamson claimed the seed was wet when delivered and that the wet seed absorbed more chemicals than normal, causing significant yield loss; Helena disputed causation and contended the failure was due to Williamson’s improper fertilizer application.
- Williamson stopped making payments owed under the account, and Helena sued to recover amounts due.
- Williamson filed a counterclaim for negligence, alleging Helena negligently provided wet corn seed and seeking consequential damages (including crop-loss-related damages).
- Helena moved for summary judgment on the counterclaim to the extent it sought consequential damages, relying on the agreement’s consequential-damages exclusion.

## Issues

1. Whether Helena was entitled to summary judgment because the contract excluded consequential damages as a matter of law, or whether the exclusion could be unenforceable as unconscionable based on the circumstances of contracting.

## Decision

- The court denied Helena’s motion for summary judgment on Williamson’s counterclaim for consequential damages.
- The court reasoned that consequential-damages exclusions are generally allowed in commercial sales, but they are not enforceable if unconscionable.
- Given the record—including Williamson’s limited education, lack of prior experience buying farm inputs, and evidence that the standardized agreement was not explained—the court could not rule as a matter of law that the exclusion was enforceable.

## Legal Principles

- Parties to a sales agreement may limit remedies and exclude consequential damages, but such a limitation or exclusion is not enforceable if it is unconscionable.
- Unconscionability is assessed based on the circumstances at the time of contracting, including the buyer’s sophistication and ability to understand the term, the manner in which the term was presented, and relative bargaining positions.
- On summary judgment, the court must view the evidence in the light most favorable to the nonmovant and deny the motion when a reasonable factfinder could resolve a material dispute against the movant; questions tied to the contracting context can prevent enforcement of a damages exclusion at the summary-judgment stage.

## Conclusion

Helena sued Williamson to recover unpaid amounts for agricultural products and services sold on credit, and Williamson counterclaimed in negligence for crop-loss-related consequential damages allegedly caused by wet corn seed. Although the agreement contained a broad consequential-damages waiver, the court held that enforceability depended on whether the clause was unconscionable at the time of contracting, and the evidence about Williamson’s education, inexperience, and the presentation of the form agreement created a triable issue, so summary judgment was denied.


Helena Chemical Co. v. Williamson, 2015 WL 1298435 (2015)