Helena Chemical Co. v. Williamson

Lavelle Williamson (defendant), a first-time farmer with a 10th-grade education, contracted to buy corn seed, fertilizer, and chemicals from Helena Chemical Co. (plaintiff) under an agreement waiving all claims for consequential damages. His crop failed and he stopped paying. Helena sued for the amounts due; Williamson counterclaimed in negligence, alleging the seed was already wet when delivered, and sought consequential damages. Helena moved for summary judgment based on the waiver.

Whether commercial parties may limit or exclude consequential damages where the exclusion is unconscionable.