## Facts

- Dow Corning Corporation manufactured a hot-melt silicone sealant sold as “InstantGlaze.”
- Weather Shield Manufacturing, Inc. sought a sealant to use as a bedding/glazing compound in window and door manufacturing.
- Around 2002, Weather Shield considered using InstantGlaze for that application and reviewed Dow’s marketing materials describing performance in window and door assembly.
- Before purchasing, Weather Shield conducted extensive in-house testing to determine whether InstantGlaze met Weather Shield’s specifications.
- Weather Shield then purchased and used InstantGlaze in production.
- The parties’ sales documentation included a broad, conspicuous disclaimer purporting to exclude warranties, including implied warranties.
- Dow invoiced Weather Shield for product delivered and used; Weather Shield refused to pay, asserting InstantGlaze was unfit for Weather Shield’s particular purpose.
- Dow sued to recover the unpaid amounts; Michigan’s UCC governed. Dow moved for summary judgment.

## Issues

1. Whether Dow made an enforceable express warranty that InstantGlaze would perform as a glazing compound for Weather Shield’s specific application.
2. Whether an implied warranty of fitness for a particular purpose arose under Michigan’s UCC, including whether Weather Shield relied on Dow’s skill and judgment.
3. Whether the contract’s warranty disclaimer effectively excluded any express or implied warranties under UCC § 2-316.
4. Whether Weather Shield produced sufficient evidence of misrepresentation or another defense excusing nonpayment.

## Decision

- The court granted Dow’s motion for summary judgment.
- The court held no express warranty obligating Dow to Weather Shield’s specific performance expectations survived the written disclaimer and contract terms.
- The court held Weather Shield failed to show the reliance required for an implied warranty of fitness, given Weather Shield’s expertise and extensive independent testing.
- The court further held that, even if an implied fitness warranty could otherwise be argued, it was effectively disclaimed by a conspicuous warranty disclaimer consistent with UCC § 2-316.
- Weather Shield lacked a legally sufficient basis to withhold payment for product ordered, received, and used.

## Legal Principles

- An implied warranty of fitness for a particular purpose requires that the seller know the buyer’s particular purpose and that the buyer actually rely on the seller’s skill or judgment to select suitable goods.
- A sophisticated buyer’s independent evaluation and extensive testing can defeat the reliance element needed to establish an implied fitness warranty.
- Under UCC § 2-316 (as enacted in Michigan), conspicuous and properly drafted disclaimers may effectively exclude implied warranties, including fitness for a particular purpose.
- General promotional statements about product suitability typically do not create a specific express warranty that overrides clear contractual warranty disclaimers and integrated written terms.
- Summary judgment is appropriate when the record shows no genuine dispute of material fact and the movant is entitled to judgment as a matter of law on the contract and UCC defenses asserted.

## Conclusion

The court enforced the parties’ warranty-disclaimer terms and ruled that Weather Shield’s independent testing and lack of reliance on Dow defeated any implied fitness theory, leaving Weather Shield obligated to pay for InstantGlaze it ordered and used.


Dow Corning Corp. v. Weather Shield Mfg., Inc., 790 F. Supp. 2d 604 (E.D. Mich. 2011)