Montana Trucks, LLC v. UD Trucks North America, Inc.

MEMORANDUM

Montana Trucks, LLC, (Montana Trucks) appeals from the district court’s grant of summary judgment in favor of UD Trucks North America, Inc. (UD Trucks NA), and UD Trucks, Corp. (UD Trucks).

1. We reach the same conclusion as the district court regarding the limitation of remedies provision. It bars Montana Trucks’s claim for consequential damages for breach of contract. Montana Trucks argues that this provision should not be enforced because it is unconscionable. Both parties agree that Texas law applies to Montana Trucks’s contract claims under the choice-of-law provision. Under Texas law, Montana Trucks must show-that the contract provision is both procedurally and substantially unconscionable. See Ski River Dev., Inc, v. McCalla, 167 S.W.3d 121, 136 (Tex. App. 2006). Montana Trucks showed neither. That Montana Trucks was offered the contract on a take it or leave it basis does not, by itself, establish that the bargaining procedure was unfair. In re AdvancePCS Health L.P., 172 S.W.3d 603, 608 (Tex. 2005) (holding that “[ajdhesion contracts are not automatically unconscionable”). This was a commercial agreement between sophisticated parties. Because the provision…