## Facts

- Brian Keith bought an “Island Trader 41” sailboat from James Buchanan and related seller/broker entities in November 1978 for $75,610.
- Keith was an experienced sailor but had not previously owned a yacht.
- At a boat show, Keith reviewed the sellers’ brochures and spoke with sales personnel about wanting an ocean-going vessel suitable for long-distance travel.
- The brochures described the boat as “a picture of sure-footed seaworthiness” and “a carefully well-equipped, and very seaworthy live-aboard vessel.”
- Before purchasing, Keith asked two experienced individuals (including Buddy Ebsen) to inspect the boat; they advised it would meet his needs.
- After delivery, Keith became dissatisfied with the boat’s seaworthiness and sued for breach of express warranty and breach of implied warranty of fitness for a particular purpose under the California Uniform Commercial Code.
- In a bench trial, after Keith’s case-in-chief, the trial court granted judgment for defendants, finding no express warranty and no implied-fitness warranty.

## Issues

1. Whether the sellers’ brochure statements describing the boat as “seaworthy” constituted affirmations of fact creating an express warranty that became part of the basis of the bargain without requiring the buyer to prove actual reliance.
2. Whether an implied warranty of fitness for a particular purpose arose where the buyer generally communicated an ocean-going, long-distance purpose but relied on his own experts rather than the sellers’ skill or judgment.

## Decision

- The Court of Appeal affirmed in part and reversed in part.
- It held that the brochure descriptions were affirmations of fact capable of creating an express warranty under Cal. Com. Code § 2313, and the trial court erred by requiring proof of actual reliance.
- It held no implied warranty of fitness for a particular purpose arose under Cal. Com. Code § 2315 because Keith relied on his own experts, not on the sellers’ skill or judgment.
- The case was remanded for further proceedings on the express-warranty claim; the judgment was otherwise affirmed.

## Legal Principles

- Under Cal. Com. Code § 2313, a seller’s factual representations in sales literature can create an express warranty if they become part of the basis of the bargain.
- For express warranties, the buyer need not prove actual reliance on the seller’s factual representation; such representations are presumed to be part of the basis of the bargain, and the seller bears the burden to show the representation did not induce the purchase.
- Generalized characterization in marketing materials may be treated as an actionable factual representation rather than nonbinding opinion when it conveys a concrete attribute of the goods (e.g., “seaworthiness”).
- Under Cal. Com. Code § 2315, 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 or furnish suitable goods.
- A buyer’s reliance on independent experts to evaluate suitability can defeat the reliance element required for an implied-fitness warranty, even if the seller is told the intended use.

## Conclusion

The court held that written brochure statements describing a sailboat as “seaworthy” could create an express warranty without proof of the buyer’s actual reliance, while rejecting an implied warranty of fitness where the buyer relied on his own experts rather than the sellers’ judgment.


Keith v. Buchanan, 173 Cal. App. 3d 13, 220 Cal. Rptr. 392 (Ct. App. 1985)