Classical contract law applied the doctrine: caveat emptor- let the buyer beware 1. No promises relating to quality existed unless the parties did so expressly 3. Express warranties are promises that arise from statements or conduct of the seller that suggest a promise relating to quality of performance 1. Remains an important part of contract law 2. Seller is not required to make an express warranty, but if they do, they are bound by that contract obligation 4. Modern law also recognizes implied warranties- those that arise by operation of law unless the parties agree otherwise 1. Today the law assumes that parties expect at least some minimal level of quality in every transaction 1. Although, parties may disclaim warranties (agree to terms that exclude these implied promises) 5. Express Warranties - UCC §2-313 1. Parties may include an express warranty in each contract 1. In sale of goods, warranties may arise more casually 2. UCC recognizes 3 ways that express warranties may be created and become part of the underlying exchange 1. A promise or affirmation of fact about the quality of the goods 2. A description of the goods; or 3. A sample or model 1. By offering any fo these, seller creates expectation that the goods delivered will confirm to the quality implied 1. Seller makes these part of the basis of the bargain, and buyer’s
reliance upon the quality would establish they became the basis of the bargain 2. Not every statement by a sales person will necessarily become a warranty, like: 1. Statements concerning the value of the goods; and 2. Statements purporting to be the seller’s opinion or commendation of the goods 1. Statements of this sort are called puffery. 3. Can distinguish puffery from warranties by keeping basis of rule in mind: what did the seller promise to deliver? 1. Some room for marketing and promotional talk are preserved without turning everything into a warranty 6. Implied Warranties 1. UCC recognizes three types of implied warranties that arise by operation of law, even if not expressly in the agreement (in each case, parties may exclude warranties by express terms in their agreement) 1. Warranty of Title- UCC §2-312 1. Promises that it is legal for the seller to sell these goods, and that the sale will not violate another person’s claim to own the goods or any undisclosed security interest in the goods (right to foreclose or repossess) 1. Whether or not seller has clean title, he promises to x-fer clean title to the goods 2. Merchant, implicitly promises that goods are free of claims of infringement (such as a patent, copyright, or trademark) 3. Exception is when buyer provides the specifications to follow to produce the goods 2. Merchantability- UCC §2-314 1. Promises that the goods satisfy a minimal level of quality, and must meet 4 basic requirements 1. Be of fair, average quality within reasonable variations of quality; 2.
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- Fall '06
- Drennan. Drennan