## Facts

- Home purchasers John R. and Merila Robichaux contracted with G‑W‑L, Inc., d/b/a Goldstar Builders, to design and construct a new house and provide materials.
- After completion, the roof exhibited a substantial sag.
- The purchasers sued under the Texas Deceptive Trade Practices Act (DTPA), alleging defective construction and breach of express and implied warranties.
- The contract documents included an entire-agreement clause stating there were no oral agreements and “no ... warranties, express or implied, in addition to said written instruments.”
- Texas law recognized an implied builder-vendor warranty that a new home is built in a good workmanlike manner and is suitable for human habitation.

## Issues

1. Whether the builder-vendor implied warranty of good workmanship and habitability may be waived by contract in a new-home construction/sale transaction.
2. Whether an entire-agreement clause stating there are “no ... warranties, express or implied, in addition to said written instruments” clearly and effectively disclaims that implied warranty.
3. Whether the purchasers could avoid the disclaimer based on failure to read the documents absent proof of actual or constructive fraud.

## Decision

- The Texas Supreme Court reversed the court of appeals and the trial court and rendered a take-nothing judgment for the builder.
- The Court held the Humber implied warranty may be waived by contract.
- Applying the “clear and free from doubt” standard, the Court held the disclaimer language was sufficiently broad and explicit to waive implied warranties, including the Humber implied warranty, even without naming it.
- The Court held the purchasers were bound by the disclaimer they signed because they had a duty to read the contract and there was no proof of actual or constructive fraud.
- Because the implied warranty claim failed and the jury found no breach of express warranty, the DTPA warranty-based recovery could not stand.

## Legal Principles

- A builder-vendor of a new home generally provides an implied warranty that the house is constructed in a good workmanlike manner and is suitable for human habitation.
- That implied warranty is waivable; effective waiver requires contractual language that is clear and free from doubt.
- A general clause negating “warranties, express or implied” in addition to the written instruments can disclaim the builder-vendor implied warranty, even without specific reference to the warranty by name.
- Parties are generally bound by signed contractual disclaimers under a duty-to-read rule; absent actual or constructive fraud, lack of awareness of waived rights does not defeat the disclaimer.
- When the underlying warranty is validly disclaimed, DTPA claims premised on breach of that warranty fail.

## Conclusion

The court enforced a broad, explicit contractual disclaimer of “warranties, express or implied” as a clear waiver of the builder-vendor implied warranty of good workmanship and habitability, and—absent fraud—reversed a DTPA judgment based on alleged implied-warranty breaches and rendered judgment that the purchasers take nothing.


G-W-L, Inc. v. Robichaux, 643 S.W.2d 392 (Tex. 1982)