## Facts

- Fairchild leased a helicopter to Maritime under a one-year lease with options to extend and an option to purchase.
- Maritime exercised the purchase option, and the parties executed a written purchase agreement on a Fairchild-supplied printed form with typewritten insertions.
- A typewritten clause stated the aircraft was sold “as is,” disclaimed all warranties (express or implied) except title, and stated the buyer had examined the aircraft as fully as desired.
- Maritime sued for damages alleging breach of express warranty and implied warranties of merchantability and fitness arising from the sale.
- Fairchild relied on the “as is” disclaimer to contend that implied warranties were excluded.
- The case was removed to federal court, which certified questions to Maryland’s highest court concerning the requirements for excluding implied warranties under Maryland’s enactment of U.C.C. § 2-316.

## Issues

1. Whether a written exclusion of implied warranties using “as is” language under U.C.C. § 2-316(3)(a) must also be “conspicuous” as required for written disclaimers under § 2-316(2).
2. Whether the specific typewritten “as is” disclaimer in the purchase agreement was conspicuous and therefore effective to exclude implied warranties of merchantability and fitness.

## Decision

- The court held that U.C.C. § 2-316 operates as a unified scheme and, when implied warranties are excluded by a writing, the exclusion must be conspicuous.
- The court further held that “as is” (or similar) written disclaimers under § 2-316(3)(a) must be conspicuous to be effective.
- Applying that interpretation, the court concluded the disclaimer clause in the purchase agreement was not sufficiently conspicuous and did not effectively exclude implied warranties.
- The court answered the certified questions in a manner permitting Maritime’s implied-warranty claims to proceed notwithstanding the clause.

## Legal Principles

- Under Maryland’s U.C.C. § 2-316, written exclusions of implied warranties must be conspicuous.
- “As is” and “with all faults” disclaimers, when in writing, must be conspicuous to exclude implied warranties.
- Warranty-disclaimer provisions are construed in light of the statutory purpose of protecting buyers from unexpected and unbargained-for disclaimers.
- When statutory language is doubtful, courts consider the objectives and purposes of the statute to determine legislative intent.

## Conclusion

Maryland’s highest court held that a seller cannot rely on a written “as is” clause to disclaim implied warranties unless the disclaimer is conspicuous, and it found the clause used in the helicopter sale ineffective because it failed that requirement.


Fairchild Indus., Inc. v. Maritime Air Serv., Ltd., 274 Md. 181, 333 A.2d 313 (Md. 1975)