## Facts

- Rachel and Billy Bowdoin raised chickens under a contract requiring annual cleaning of chicken-house facilities.
- Showell Growers provided a high-pressure spray rig for the cleaning work.
- While using the rig, Mrs. Bowdoin’s clothing caught in the safety shield covering the power takeoff shaft; she was pulled into the shaft and severely injured.
- FMC manufactured the spray rig; NEAPCO manufactured the safety shield/drive shaft component for FMC.
- Showell bought the rig from FMC through a dealer; the rig was delivered about two weeks after the sale.
- An instruction manual delivered with the rig contained, on its last page, a conspicuous disclaimer purporting to exclude all express and implied warranties, including merchantability and fitness.
- The disclaimer was not shown to have been communicated or negotiated before the sale was completed.
- The Bowdoins sued FMC and NEAPCO for breach of the implied warranties of merchantability and fitness for a particular purpose.

## Issues

1. Whether a disclaimer of implied warranties first delivered after the sale, in an instruction manual accompanying the goods, effectively disclaims the implied warranties of merchantability and fitness for a particular purpose.
2. Whether conspicuousness alone can make a post-sale disclaimer enforceable when it was not part of the parties’ bargain.
3. Whether prior transactions or alleged course of dealing can supply assent to a disclaimer not presented in the particular sale.

## Decision

- The Eleventh Circuit reversed the summary judgment entered for FMC and NEAPCO on the implied-warranty claims.
- The court held the instruction-manual disclaimer was ineffective because it was delivered after the sale and therefore did not form part of the basis of the bargain.
- The court rejected the argument that prior dealings established a course of dealing sufficient to bind the buyer to the post-sale disclaimer; a single prior transaction and an uncompleted delivery report did not establish such a course.
- The case was remanded for further proceedings consistent with the ruling that implied warranties were not disclaimed.

## Legal Principles

- Under U.C.C. warranty law, a disclaimer of implied warranties must be part of the basis of the bargain; a term first communicated after the sale generally cannot retroactively alter warranty obligations.
- Conspicuousness is necessary for an effective disclaimer under U.C.C. § 2-316, but it is not sufficient if the disclaimer is not presented in time to become part of the parties’ agreement.
- A buyer is not bound to an unbargained-for post-sale disclaimer lacking an opportunity to accept or reject it as a condition of the sale.
- A course of dealing requires more than isolated prior transactions and must be supported by proof that such terms were consistently used and understood to govern later sales.

## Conclusion

The court held that a warranty disclaimer delivered only after the sale, in a product manual accompanying delivery, does not effectively disclaim implied warranties because it was not part of the parties’ bargain, requiring reversal of summary judgment and remand on the implied-warranty claims.


Bowdoin v. Showell Growers, Inc., 817 F.2d 1543 (11th Cir. 1987)