Warranties

We open Chapter 18. Warranties are promises that goods will meet a standard, and Article 2 supplies three of them. Two arise from what the seller says or is; one arises from what the buyer needs and relies on. The recurring question is whether a seller’s words create a binding obligation or are merely opinion, and whether a warranty exists even when the seller never used the word “warranty.”

The three warranties

UCC § 2-313. Express warranties. Any affirmation of fact or promise about the goods, any description of the goods, or any sample or model that becomes “part of the basis of the bargain” creates an express warranty that the goods will conform. No magic words are required; what matters is whether the statement entered the bargain. A statement of mere opinion or the value of the goods — “puffery” — does not create a warranty.

UCC § 2-314. Implied warranty of merchantability. Whenever the seller is a merchant in goods of that kind, the law writes in a warranty that the goods are merchantable: they pass without objection in the trade, are of fair average quality, and above all are “fit for the ordinary purposes for which such goods are used.” This warranty is automatic; the merchant need not say anything to create it.

UCC § 2-315. Implied warranty of fitness for a particular purpose. Where the seller has reason to know the buyer’s particular purpose and that the buyer is relying on the seller’s skill to select suitable goods, and the buyer in fact so relies, the law implies a warranty that the goods are fit for that purpose. This is the most fact-intensive warranty; it rewards specific buyer communication and seller recommendation.

Cases

Daughtrey v. Ashe holds that a jeweler’s written appraisal describing diamonds as “H color and v.v.s. quality” was a factual description, not opinion, and so created an express warranty under § 2-313. Critically, the buyer need not prove reliance; once a description is made, it is presumed to be part of the basis of the bargain, and the seller bears the burden of rebutting that presumption.

Carlson v. General Motors Corp. reads merchantability under § 2-314 to require more than “basic transportation”: persistent stalling, surging, and hesitation in the V8-6-4 engine could render the cars unfit for their ordinary purpose, even though they still drove. Design defects, not just manufacturing defects, can breach the warranty — and the related durational limitation raises an unconscionability question we take up next class.

What you should be able to do

Identify which of the three warranties a fact pattern implicates and apply its elements. Draw the express-warranty / puffery line using the reasonable-buyer standard and the specificity-and-verifiability test. Apply § 2-313’s basis-of-the-bargain presumption and locate the burden on the seller. Apply § 2-314’s “fit for ordinary purposes” standard beyond mere bare function. Next class moves to the seller’s escape hatch: disclaimers and limitations under §§ 2-316 and 2-302, and the federal floor set by Magnuson-Moss.