## Facts

- David Dall bought a yacht at an auction conducted by Certified Sales, Inc. (Certified).
- As part of the bidding process, Dall submitted a written bid form.
- The bid form provided that the yacht was sold “as is,” disclaimed all warranties, and stated that verbal agreements would not apply to the purchase.
- After Certified delivered the yacht to Dall, the yacht’s engines were damaged.
- Dall sued Certified asserting, among other theories, fraudulent inducement and breach of contract.
- The fraud claim was dismissed as time-barred under the applicable statute of limitations.
- Dall’s remaining contract theory relied on an alleged oral warranty by Certified that the yacht had “fresh engines.”
- Northern Insurance Co. (Northern), a third party brought into the case, moved in limine to exclude evidence of the alleged oral representations.
- Northern argued that the U.C.C. parol-evidence rule barred the oral-warranty evidence because the written bid form was an integrated agreement that included the “as is” term, warranty disclaimers, and a clause rejecting verbal agreements.

## Issues

1. Whether the written auction bid form constituted an integrated agreement under the U.C.C. such that the parol-evidence rule barred evidence of an alleged oral warranty that the yacht had “fresh engines.”
2. Whether a buyer may rely on prior or contemporaneous oral representations to prove a warranty term when the signed bid form sells the goods “as is,” disclaims all warranties, and states that verbal agreements do not apply.

## Decision

- The court concluded that the written bid form set out the parties’ agreement for the sale.
- The court held that the parol-evidence rule prevented Dall from introducing evidence of an alleged oral “fresh engines” warranty that would add to or conflict with the written terms.
- The court granted Northern’s motion in limine and excluded evidence of Certified’s alleged oral representations about “fresh engines.”

## Legal Principles

- Under U.C.C. § 2-202, when the parties’ writing is intended as a final expression of their agreement, prior or contemporaneous oral terms may not be used to contradict the writing.
- A signed sales document stating an “as is” sale, disclaiming warranties, and rejecting verbal agreements supports treating the writing as the operative statement of the deal’s terms.
- Where an alleged oral warranty would function as a warranty term inconsistent with the written “as is” and no-warranty language, the parol-evidence rule may bar the buyer from proving that warranty through oral statements.

## Conclusion

Because Dall signed auction paperwork stating the yacht was sold “as is,” disclaiming warranties, and rejecting verbal agreements, the court treated the bid form as the controlling written agreement and applied the U.C.C. parol-evidence rule to exclude evidence of Certified’s alleged oral “fresh engines” warranty, granting Northern’s motion in limine and leaving Dall without that oral-warranty contract theory.


Dall v. Certified Sales, Inc., 2011 WL 572387, 73 UCC Rep. Serv. 2d 622 (2011)