Also known as:merchantable quality · implied warranty of merchantability · merchantability warranty
Written by attorneys · grounded in primary & secondary sources — see below
A promise implied by law in a contract for the sale of goods by a merchant that the goods are fit for their ordinary purposes and pass without objection in the trade under the contract description.
Sources & Authorities
How it applies
Common Examples
6
Invalid Disclaimer Attempt
Ironwood Capital purchased industrial pumps from Inertia Dynamics under a purchase order with no warranty terms. Inertia Dynamics responded with an acknowledgment containing a small-print clause stating only that all warranties were excluded. When the pumps failed during normal operations, Ironwood Capital sued for breach. The court held that the attempted disclaimer did not exclude the implied warranty of merchantable quality because it failed to mention merchantability and lacked conspicuousness.
Automobile Overturn Injury
Isla Ireland bought a new sports utility vehicle from a dealer. While driving on a paved highway the vehicle rolled over during an ordinary lane change. Ireland sued the manufacturer alleging the vehicle was not fit for ordinary highway use. The court permitted the claim to proceed on the theory that the implied warranty of merchantable quality extended to foreseeable uses even if the vehicle was designed primarily for off-road conditions.
Ian Iverson purchased a Bronco II from a Ford dealer. The vehicle overturned on a paved road during routine driving and caused serious injury. Iverson sued Ford claiming the vehicle failed to meet ordinary expectations for on-road stability. The court recognized that the implied warranty of merchantable quality could support liability when a product designed for one use proved unfit for a reasonably foreseeable alternative use.
Denny v. Ford Motor Co.87 N.Y.2d 248, 639 N.Y.S.2d 250, 662 N.E.2d 730, 736 (1995)
Tool Vibration Defect
Idris Ives bought pneumatic tools from Chicago Pneumatic Tool Co. for use in an automotive repair shop. The tools vibrated excessively during normal operation and caused permanent nerve damage. Ives sued alleging the tools were not merchantable. The court allowed the warranty claim to go forward because the tools did not perform safely or reliably for their ordinary industrial purpose.
Potter v. Chicago Pneumatic Tool Co.694 A.2d 1319, 1332, 1334-1335 (Conn. 1997)
Flexible Gas Piping Failure
Imani Idowu installed flexible gas piping manufactured by Omega Flex in a residential renovation. The piping ruptured during ordinary household use and caused a fire. Idowu sued Omega Flex for breach of the implied warranty of merchantable quality. The court held that the warranty claim required proof that the product deviated from the reasonable expectations of an ordinary consumer at the time of sale.
Tincher v. Omega Flex, Inc.104 A.3d 328 (Pa. 2014)
Breast Implant Rupture
Irene Ingalls received silicone breast implants manufactured by Baxter Healthcare. The implants ruptured years later during normal activity and required surgical removal. Ingalls sued Baxter alleging the implants were not merchantable. The court ruled that the implied warranty of merchantable quality claim could proceed only if the plaintiff showed the product was defective when it left the manufacturer's control.
When does an implied warranty of merchantable quality arise under the UCC?+
The warranty arises automatically in a sale of goods if the seller is a merchant with respect to goods of that kind and the parties have not validly excluded or modified the warranty.
Supporting sources
What must a seller do to exclude the implied warranty of merchantable quality?+
The exclusion language must mention merchantability and, if in writing, must be conspicuous. A general disclaimer that fails to use the word merchantability or lacks conspicuousness does not exclude the warranty.
Supporting sources
Does a broad disclaimer in a seller's confirmation become part of the contract between merchants?+
No. A blanket disclaimer of all implied warranties, including merchantability, materially alters the buyer's offer and therefore does not become part of the contract unless the buyer expressly agrees.
Supporting sources
What standard must goods meet to be considered merchantable?+
Goods must pass without objection in the trade under the contract description, be fit for their ordinary purposes, and conform to any promises or affirmations on the label or container.
Supporting sources
32 N.J. 358, 161 A.2d 69 (1960)Torts
…if one were to purchase, for example, an automobile under the trade name of ‘Ford’ or ‘Buick’ or ‘Cadillac’ or the like, no implied warranty of merchantable quality could be asserted by the purchaser even though the particular car delivered was in such bad condition, so gravely defective in materials and construction, that it could not be operated at…