Warranties Implied by Law

• Author: autor
• Pages: 75-88

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Chapter 6. Warranties Implied by Law

6.1. Introduction to Warranties

6.1.1 What is a warranty? Black’s Law Dictionary includes the following definition in a

commercial context: “an assurance or guaranty, either express in the form of a statement

by a seller of goods, or implied by law, having reference to and ensuring the character,

quality or fitness of purpose of the goods.” Black’s Law Dictionary (West 6th ed. 1991).

6.1.2 When a buyer purchases goods from the seller, the buyer generally has certain

expectations about the goods he or she is purchasing. Absent an agreement to the

contrary, the buyer will expect that the seller is transferring ownership of the goods; that

no other party has a rightful claim to the goods; that the goods do not infringe the rights

(generally, patent, trademark or copyright) of any third party; and that the goods meet

certain standards of quality. Each of these expectations is specifically addressed by one or

more provisions of Article 2. In Chapter 6 we consider warranties that arise or are implied

by operation of law. Chapter 7 addresses express warranties.

6.1.3 Warranty liability is a kind of strict liability -- if the goods do not conform to the

warranties made, either express or implied, the seller is liable regardless of fault. The

buyer need only prove that the goods did not conform to the warranty. This concept was

described in Vlases v. Montgomery Ward & Co., Inc., 377 F.2d 846, 850 (3d Cir. 1967), a

case in which the buyer of diseased chickens sued to recover for the breach of the implied

warranty of merchantability:

The entire purpose behind the implied warranty sections of the Code is to hold the

seller responsible when inferior goods are passed along to the unsuspecting buyer.

What the Code requires is not evidence that the defects could or should have been

uncovered by the seller but only that the goods upon delivery were not of

merchantable quality. If those requisite proofs are established the only exculpatory

relief afforded by the Code is a showing that the implied warranties were modified

or excluded…. Lack of skill or foresight on the part of the seller in discovering the

product's flaw was never meant to bar liability. The gravamen here is not so much

with what precautions were taken by the seller but rather with the quality of the

goods contracted for by the seller.