## Facts

- A U.S. distributor sold a new Agusta A109A helicopter to Hydroplanes, Inc. under a written warranty limited to repair/replacement of defective parts if returned within 1,000 hours of operation or one year from delivery to the original purchaser.
- The warranty disclaimed all implied warranties, including merchantability and fitness for a particular purpose, and excluded incidental and consequential damages, including damage to the helicopter and commercial losses from loss of use.
- The parties modified the agreement to allow free replacement through 500 hours, and the warranty was contractually transferable to a later purchaser.
- More than one year after original delivery, Hydroplanes sold the helicopter to Boston Helicopter Charter, Inc., transferring the existing warranty; Boston Helicopter was represented by counsel in the transaction.
- In January 1987, the helicopter crashed, allegedly due to a defect in a main rotor blade; the crash occurred well after one year from original delivery and after the helicopter accumulated more than 500 flight hours.
- Boston Helicopter and injured passengers sued the distributor and manufacturer for warranty-based recovery and consequential damages; Hydroplanes asserted an indemnity cross-claim, and the distributor/manufacturer asserted indemnity and contribution claims against Hydroplanes based on alleged negligent maintenance and operation.

## Issues

1. Whether a transferable written warranty limited to one year/1,000 hours from delivery to the original purchaser permits a subsequent purchaser to assert warranty claims for a loss occurring after that period.
2. Whether conspicuous disclaimers of implied warranties and clauses limiting remedies to repair/replacement while excluding incidental and consequential damages are enforceable in a commercial aircraft sale under the Massachusetts UCC.
3. Whether Hydroplanes was entitled to summary judgment on its indemnity claim against the distributor and manufacturer.

## Decision

- Granted partial summary judgment for the distributor and manufacturer on Boston Helicopter’s warranty-based claims.
- Held the transferable warranty did not extend the warranty’s duration; it expired before the crash, barring recovery under the written warranty for the accident.
- Upheld the disclaimer of implied warranties and the limitation of remedies and exclusion of incidental and consequential damages as enforceable on the summary-judgment record.
- Denied Hydroplanes’ motion for summary judgment on indemnity because material factual disputes remained concerning causation, comparative fault, and any basis for indemnity beyond warranty obligations.

## Legal Principles

- A transferable express warranty is transferred subject to its existing terms; transferability does not extend a clear time/usage limitation measured from delivery to the original purchaser.
- Under UCC § 2-316, implied-warranty disclaimers are enforceable when clear and conspicuous, particularly in commercial transactions between sophisticated parties.
- Under UCC § 2-719, parties may limit remedies to repair/replacement and exclude incidental or consequential damages unless the limitation is unconscionable or the limited remedy fails of its essential purpose; sophisticated-party bargaining and industry practice weigh against unconscionability findings.
- Indemnity claims commonly depend on disputed facts regarding negligence, causation, and the parties’ respective responsibilities, making summary judgment improper when the record is contested.

## Conclusion

The court enforced the helicopter warranty’s expiration and its disclaimers and remedy limits, preventing the subsequent purchaser from using the warranty to recover for a crash occurring outside the warranty period and from obtaining consequential damages barred by contract, while leaving indemnity issues for later resolution due to unresolved factual disputes.


Boston Helicopter Charter, Inc. v. Agusta Aviation Corp., 767 F. Supp. 363 (D. Mass. 1991)