Tokyo Ohka Kogyo America, Inc. v. Huntsman Propylene Oxide LLC
United States District Court for the District of Oregon
2014 WL 3893031 (2014)
Relevant factsFree
TOK (plaintiff) signed a credit application limiting Huntsman's (defendant) liability to the purchase price, but after two years of testing, Huntsman also signed TOK's procurement specification requiring notice of any manufacturing changes; Huntsman later changed its manufacturing process without notice, causing a latent defect, and TOK sought consequential damages for wasted chemicals and disposal costs beyond the purchase-price cap.
IssueFree
Whether, under the Uniform Commercial Code, a court can disregard a damages-limitation provision if the provision deprives a party of the substantial value of the contract.