This section contains the nature of the case and procedural background.

D and its dealers anticipated an increase in demand for Terex heavy equipment, which D manufactured and P sold. D instituted a 'Planned Distribution Program' (PDP), which modified the former agreement between the parties by requiring P and other dealers handling Terex equipment to place non-cancellable orders in advance for equipment to be shipped between September 1, 1978, and August 1, 1979. The prior agreement permitted liberal cancellation, although the terms of its agreement with its dealers provided for cancellation only upon written notice received ninety days prior to the date of scheduled assembly 'unless otherwise agreed at the time an order is submitted by the dealer and accepted by Terex.' P ordered forty-four machines and later attempted to cancel some of the orders. D refused and delivered all of the machines as ordered. P sued D for damages on the ground that the terms of its dealer sales and service agreement were unconscionable under UCC 2-302. The court held the provision was unconscionable as a matter of law and denied D's motion for summary judgment.

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