⚡ 10-Second Rule
When you buy goods, spoken quality promises count, and some quality promises tag along automatically.
🧒 ELI-10 Scene
Rosa walks into Benny's bike shop. Benny says, "This frame is pure aluminum." That's a promise — the frame had better be aluminum. Any bike Benny sells should also just work like a bike. That promise tags along automatically, because selling bikes is Benny's business. Rosa adds, "I need one strong enough to tow my brother's trailer." Benny picks one out for her. Now it had better tow. But "this is the coolest bike in town"? Just talk. Nobody can sue over bragging.
⚖️ Actual Rule
Under UCC § 2-313, "[a]ny affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise"; a description of the goods and a sample or model create express warranties the same way, but a statement "merely of the value of the goods" or "purporting to be merely the seller's opinion or commendation" does not. Under § 2-314, a warranty that the goods are merchantable — including that they are "fit for the ordinary purposes for which such goods are used" — is implied in every sale by a merchant "with respect to goods of that kind." Under § 2-315, when any seller, merchant or not, has reason to know the buyer's particular purpose and that the buyer is relying on the seller's skill or judgment to select suitable goods, a warranty of fitness for that particular purpose is implied. Under § 2-316, a written disclaimer of merchantability must mention merchantability and be conspicuous; a disclaimer of fitness must be in writing and conspicuous; expressions like "as is" or "with all faults" exclude all implied warranties; and an express warranty, once made, effectively cannot be disclaimed by inconsistent boilerplate. On privity, § 2-318 (majority Alternative A) extends a seller's warranties to family and household members and guests of the buyer who suffer personal injury from the goods.
ELI-10 translation: factual promises stick, ordinary-quality and special-purpose promises ride along, and only loud, correct words shake them off.
[NJ-VARIANT: flagged for future Eli Explains NJ Law module]
🔍 Ask These Questions
- Is this a sale of goods? (Movable stuff — so the UCC's warranty rules apply.)
- Did the seller state facts, describe the goods, or show a sample? (Real promises count; bragging and opinions don't.)
- Is the seller a merchant in goods of this kind? (A regular dealer automatically promises the goods work normally.)
- Did the seller know the buyer's special purpose and help pick the goods? (Then the goods must handle that special job.)
- Was any disclaimer effective — the word "merchantability," conspicuous text, or "as is"? (Only loud, correct words cancel the automatic promises.)
- Does the plaintiff have privity, or fit an extension? (Household members and guests hurt by the goods can usually sue too.)
⚠️ Bar Trap
Exam language: Examiners bury a merchantability disclaimer in ordinary fine print, or omit the word "merchantability," then invite you to enforce it — but § 2-316(2) requires both the magic word and conspicuousness for a written disclaimer. The mirror trap swaps the merchant requirements: § 2-314 merchantability requires a merchant seller, while § 2-315 fitness for a particular purpose does not.
ELI-10: A hidden whisper can't cancel the works-like-normal promise. Only regular dealers make that promise. But anyone at all can make the special-purpose promise.
🧪 Question
A restaurant owner purchased a commercial freezer from an appliance dealer. The signed sales form included, in the same small typeface as every other clause, a sentence stating: "Seller disclaims the implied warranty of merchantability." Two weeks after delivery, the freezer's compressor failed during ordinary use, spoiling the restaurant's inventory. The dealer refused any remedy, pointing to the disclaimer. The owner sued for breach of the implied warranty of merchantability.
Is the dealer's disclaimer effective?
(A) Yes, because it expressly mentioned merchantability. (B) Yes, because the owner signed the form and is bound by its terms. (C) No, because a written disclaimer of merchantability must also be conspicuous. (D) No, because the implied warranty of merchantability can never be disclaimed.
Answer: (C). Under UCC § 2-316(2), a written disclaimer of merchantability must both mention merchantability and be conspicuous; a sentence printed in the same small typeface as the rest of the form is not conspicuous, so the warranty survives and the compressor failure breaches it.
💡 Why the Wrong Answers Are Wrong
- (A) treats the magic word as sufficient; a written merchantability disclaimer must also be conspicuous under § 2-316(2).
- (B) assumes assent cures the defect; a signature cannot validate a disclaimer that fails the statute's form requirements.
- (D) overcorrects; merchantability can be disclaimed with conspicuous, correct language or with "as is" terms.
- ELI-10: The misconception is thinking any signed fine print wins. Canceling the automatic promise takes big, obvious words.
