Facts
- A land-clearing company sought to purchase a large industrial grinder to process mixed vegetation, including palmettos and palm trees.
- The manufacturer marketed its grinder as exceptionally tough and “trouble free” for various debris, and conducted a demonstration showing large wood being reduced to mulch.
- Before contracting, the buyer described its intended land-clearing uses and was assured by the manufacturer’s president that the machine would perform those tasks for jobs of varying size.
- The parties entered a written purchase contract for $226,000 that included a two-week trial period during which the buyer would be bound only if satisfied.
- Shortly after delivery, the manufacturer offered to waive the first installment payment if the buyer surrendered the trial period; the buyer accepted and waived the trial period.
- The buyer later asserted the grinder performed poorly when used on cabbage palms and palmettos, despite attempted adjustments, and did not meet the represented capabilities.
- The buyer sued for revocation of acceptance, fraud, breach of implied warranties, and breach of express warranty based on promotional materials and oral assurances.
- The trial court directed a verdict for the manufacturer on all claims at the close of the buyer’s case.
Issues
- Whether the manufacturer’s brochure statements and oral assurances about the grinder’s ability to perform the buyer’s specified land-clearing tasks constituted an express warranty or non-actionable sales puffery.
- Whether the buyer’s waiver of a contractual trial period and opportunity to test the machine before being bound barred a claim for breach of express warranty.
Decision
- The appellate court affirmed the directed verdict on revocation of acceptance, fraud, and implied warranty claims.
- The appellate court reversed the directed verdict on the express-warranty claim and remanded for further proceedings.
- The court held the evidence permitted a jury to find that the seller made specific factual performance promises that became part of the basis of the bargain.
- The court held that surrendering an inspection/trial opportunity did not, by itself, waive or negate an express warranty.
Legal Principles
- Under U.C.C. § 2-313 (as adopted in Florida), an express warranty may be created by an affirmation of fact or promise that becomes part of the basis of the bargain.
- General statements of opinion or commendation are puffery and do not create warranties, but whether a statement is puffery or a factual promise may present a jury question when tied to specific performance requirements.
- A seller’s specific assurances made in response to a buyer’s stated intended use, particularly where the seller has superior knowledge as manufacturer, can support finding an express warranty.
- A buyer’s opportunity to inspect or test goods, or waiver of a contractual trial period, does not automatically defeat an express-warranty claim; the buyer need not negate the seller’s express promises through pre-purchase testing to preserve that claim.
- Inspection and waiver considerations may affect implied warranty theories differently from express warranty theories.
Conclusion
The court held that the buyer presented enough evidence for a jury to decide whether the seller’s targeted performance assurances and promotional claims created an express warranty and whether the machine breached that warranty, and it rejected the view that giving up a contractual trial period automatically barred an express-warranty claim.