## Facts

- Gardner bought a used automobile from City Dodge after the dealer’s salesman represented that the car had never been wrecked.
- The written sales agreement contained (1) an “as is” clause and (2) a merger clause stating that no other agreement, promise, or understanding relating to the purchase would be recognized.
- Gardner later discovered the car had been wrecked before the sale.
- Gardner tendered the car back, treated the contract as rescinded, and sued in tort for fraud and deceit rather than suing for breach of warranty.
- A jury found the salesman knowingly misrepresented the car’s condition, found Gardner relied on the statement, and returned a verdict for Gardner.
- The Court of Appeals affirmed, and the Georgia Supreme Court granted review.

## Issues

1. Whether a statement that a used car had never been wrecked constitutes an express warranty under UCC § 2-313.
2. Whether an “as is” clause can negate an express warranty under UCC § 2-316.
3. Whether a merger clause and UCC § 2-202 bar proof of an oral misrepresentation and reliance in a tort action for fraud and deceit after rescission.
4. Whether adoption of the UCC displaced Georgia’s common-law tort remedy for fraudulent inducement in the sale of goods.

## Decision

- The Georgia Supreme Court affirmed the judgment for Gardner.
- The “never been wrecked” representation was an affirmation of fact creating an express warranty under UCC § 2-313.
- The “as is” clause was ineffective to negate an express warranty under UCC § 2-316(3)(a).
- The merger clause and UCC § 2-202 did not bar Gardner’s tort claim for fraud and deceit following rescission.
- Georgia’s UCC did not eliminate common-law fraud remedies; supplementary principles of law, including fraud, remain available unless expressly displaced.

## Legal Principles

- A seller’s factual representation about goods that becomes part of the basis of the bargain constitutes an express warranty under UCC § 2-313.
- General disclaimer language such as “as is” may exclude implied warranties but does not negate an express warranty under UCC § 2-316(3)(a).
- Merger clauses and the UCC parol-evidence rule primarily govern contract claims; they do not automatically defeat a tort claim alleging fraudulent inducement where the buyer rescinds.
- A buyer fraudulently induced into a sales contract may rescind and sue in tort for fraud and deceit; UCC adoption does not abrogate that remedy absent explicit displacement.
- Reliance and reasonableness of reliance in a fraud claim are generally fact questions for the jury, not conclusively resolved by standard merger language.

## Conclusion

The court held that a dealer’s false statement that a used car had never been wrecked created an express warranty and supported rescission and tort recovery for fraud, notwithstanding “as is” and merger clauses and notwithstanding UCC parol-evidence limits applicable to contract actions.


City Dodge, Inc. v. Gardner, 232 Ga. 766, 208 S.E.2d 794 (Ga. 1974)