Does our 'AS IS, NO WARRANTY' language actually disclaim the implied warranties in a Minnesota sale of goods?
Under the UCC text as the Minnesota Supreme Court quoted it in Sorchaga: Minn. Stat. § 336.2-314 implies a warranty of merchantability in all contracts for the sale of goods unless the parties exclude or modify it; parties may exclude the implied warranty of merchantability with a written and conspicuous disclaimer under § 336.2-316(2); and such a disclaimer is far-reaching because under § 336.2-316(3)(a), unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like 'as is'. The Court held that a seller's fraudulent statements about the fitness of the goods for the purpose for which they were purchased are a circumstance that makes 'as is' disclaimers of implied warranties ineffective under § 336.2-316(3)(a).
The trap
Sorchaga is a fraud case and the Court fenced it: 'This case involves fraud. We express no opinion about other cases not before us, but not all misstatements will constitute fraud.' So the holding does not say that any misdescription, puffery or mistake defeats an 'as is' clause: it says proven fraud about fitness is a 'circumstance' under subdivision (3)(a). The older Minnesota authority points the same way but must be read for what it is: in Dougall the Court said 'the thrust of our decisions has been to protect the buyer from obscure and inconspicuous disclaimers by giving the buyer the benefit of the implied warranty where it is reasonable to do so', and quoted the text of § 336.2-316 requiring a merchantability disclaimer to MENTION MERCHANTABILITY and be conspicuous in a writing, and a fitness disclaimer to be by a writing and conspicuous, but Dougall was decided under the pre-UCC Uniform Sales Act (Minn. St. 1961, § 512.15), and its reference to § 336.2-316 is an observation that the new statute is consistent with the Court's decisions, not a holding under it. On the facts, Dougall refused to give effect to a disclaimer printed on the inside back cover of an owner's manual that the seller did not show was delivered at the time of sale. In both cases the disclaimer failed: Dougall affirmed the implied-warranty judgment against the manufacturer, and Sorchaga affirmed recovery against the seller for fraud and breach of warranty. Minn. Stat. ch. 336 is not among the statutes available for this rule, so the statutory text here is only what these opinions quote, and the definition of 'conspicuous' is not established for Minnesota by the authorities read here. The examination exclusion in § 336.2-316(3)(b) (no implied warranty as to defects an examination ought to have revealed) is not established by the Supreme Court authority available here either.
13 authorities
The words that state the rule
Minnesota Statutes § 336.2-314 implies a warranty of merchantability in all contracts for the sale of goods unless the parties exclude or modify the implied warranty.
The words that state the rule
Parties may exclude the implied warranty of merchantability with a written and conspicuous disclaimer. Minn. Stat. § 336.2-316 (2). Such a disclaimer is far-reaching: " unless the circumstances indicate otherwise , all implied warranties are excluded by expressions like 'as is.' " Minn. Stat. § 336.2-316 (3)(a) (emphasis added).
The words that state the rule
we hold that Ride Auto's fraudulent statements about the fitness of the truck for the purpose for which a truck is purchased are a circumstance that make the "as is" disclaimers of implied warranties in the purchase documents ineffective under Minn. Stat. § 336.2-316 (3)(a).
The words that state the rule
But, Ride Auto and Western argue, if we determine that fraud is a "circumstance" for purposes of Minn. Stat. § 336.2-316 , there will be no effective way for parties to contractually waive or limit warranties. We disagree. This case involves fraud. We express no opinion about other cases not before us, but not all misstatements will constitute fraud.
- case178 N.W.2d 217Dougall v. Brown Bay Boat Works and Sales, Inc.Minn.decided 1970read it at the source ↗
The words that state the rule
The pertinent portion of the new statute provides that— “* * * to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, *298 and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous.”
- case178 N.W.2d 217Dougall v. Brown Bay Boat Works and Sales, Inc.Minn.decided 1970read it at the source ↗
The words that state the rule
It is sufficient to say that the thrust of our decisions has been to protect the buyer from obscure and inconspicuous disclaimers by giving the buyer the benefit of the implied warranty where it is reasonable to do so.
- case178 N.W.2d 217Dougall v. Brown Bay Boat Works and Sales, Inc.Minn.decided 1970read it at the source ↗
The words that state the rule
We are not persuaded here that the warranty found on the back cover of the Evinrude brochure played any part in the transaction giving rise to the sale. There is no evidence that the warranty was delivered to plaintiff at the time of the sale or that he was told that the sale was subject to warranties contained in the manual of instructions. Since disclaimer of the warranty is in the nature of an affirmative defense, it would seem that defendant had the obligation to establish that it was delivered at the time of sale and constituted an integral part of the transaction. We cannot agree that the circumstances surrounding the delivery of the brochure to the purchaser remotely approached the dignity of an express agreement comprehended by Minn. St. 1961, § 512.71. We accordingly hold that the trial court was correct in determining that there was in fact an implied warranty of merchantability, that defendant company had an obligation to furnish plaintiff with a motor craft that was reasonably fit for the purpose for which it was sold, and that the manufacturer breached its obligation.
- case178 N.W.2d 217Dougall v. Brown Bay Boat Works and Sales, Inc.Minn.decided 1970read it at the source ↗
The words that state the rule
The first point raised by Evinrude is that the transaction is governed by Minn. St. 1961, § 512.15(4), which provides that where an article is sold under its trade name, there can be no implied warranty as to its fitness for any particular purpose. 1 Our decisions prior to the adoption of the current Uniform Commercial Code favor the view that § 512.15(4) does not necessarily operate effectively to deprive the buyer of the benefits of implied warranties as to fitness and merchantability. Iron Fireman Coal Stoker Co. v. Brown, 182 Minn. 399 , 234 N. W. 685 ; Federal Motor Truck Sales Corp. v. Shanus, 190 Minn. 5 , 250 N. W. 713 ; Bekkevold v. Potts, 173 Minn. 87 , 216 N. W. 790 , 59 A. L. R. 1164. We find no authority which would indicate that § 512.15(4). would negate the implied warranties of fitness or merchantability in a substantial sale involving motor-powered equipment bearing the name of a well-known manufacturer.
- case178 N.W.2d 217Dougall v. Brown Bay Boat Works and Sales, Inc.Minn.decided 1970read it at the source ↗
The words that state the rule
It is of interest to note that Minn. St. 336.2—316, the current provision of the Uniform Commercial Code which deals with the exclusion or modification of warranties in sales transactions, is consistent with the approach adopted by this court in the decisions cited.
- case178 N.W.2d 217Dougall v. Brown Bay Boat Works and Sales, Inc.Minn.decided 1970read it at the source ↗
The words that state the rule
plaintiff was provided with a brochure or owner’s manual prepared by the manufacturer. The manual was a 34-page booklet of instructions covering the operation and maintenance of the boat. On the inside of the back cover, the following warranty was printed:
- case178 N.W.2d 217Dougall v. Brown Bay Boat Works and Sales, Inc.Minn.decided 1970read it at the source ↗
The words that state the rule
1 Minn. St. 1961, § 512.15(4), provides: “In the case of a contract to sell or a sale of a specified article under its patent or other trade name, there is no implied warranty as to its fitness for any particular purpose.” This section was a part of the Uniform Sales Act, which has now been superseded by the Uniform Commercial Code, Minn. St. 336.2 — 101 to 336.2 — 725.
- case178 N.W.2d 217Dougall v. Brown Bay Boat Works and Sales, Inc.Minn.decided 1970read it at the source ↗
The words that state the rule
Defendant also calls attention to Minn. St. 1961, § 512.71, which provides that, where a liability would arise under a sale by implication of law, “it may be negatived or varied by express agreement or by the course of dealing between the parties.”
The words that state the rule
we hold that the district court did not err in awarding recovery to Sorchaga on claims for fraud and breach of warranty. CONCLUSION For the foregoing reasons, we affirm the decision of the court of appeals. Affirmed.
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