## Facts

- McCormick Machinery, Inc. (McCormick) sold a **used tractor** to Julian E. Johnson & Sons, Inc. (Johnson) under a written sales contract that contained a **disclaimer clause**.
- The disclaimer’s scope **did not expressly include the implied warranty of merchantability** (i.e., it did not specifically refer to “merchantability”).
- The record was unclear as to how much Johnson knew at the time of contracting about the tractor’s **significant repair history** and prior use in **heavy construction**, and whether those factors were reflected in the sale price.
- When Johnson accepted delivery, the tractor was in **running condition**.
- After delivery, the tractor developed defects and required **months of major repairs**.
- Johnson attempted to **revoke acceptance** of the tractor.
- McCormick filed suit seeking **replevin** (return of the tractor or its value).
- Johnson counterclaimed, seeking relief based on warranty theories and **revocation/rescission**.
- The trial court ruled that McCormick had **effectively disclaimed all warranties**, but still ruled that the tractor failed to meet Johnson’s **reasonable expectations**, treated the tractor as **nonconforming**, and allowed Johnson to **revoke acceptance and rescind**.
- Both parties appealed to the Florida First District Court of Appeal.

## Issues

1. Whether the sales contract’s disclaimer language—without expressly referencing **merchantability**—effectively excluded the **implied warranty of merchantability** in a used-equipment sale.
2. Whether the trial court could permit **revocation of acceptance** based on the buyer’s “reasonable expectations” after concluding that **all warranties** had been disclaimed.
3. Whether, on the facts presented, the tractor’s post-delivery defects could constitute a **nonconformity** supporting revocation under Florida’s UCC provisions.

## Decision

- The appellate court reviewed the trial court’s treatment of (1) the scope and effect of the disclaimer and (2) the basis for revocation of acceptance.
- The court held that a seller’s attempt to exclude the **implied warranty of merchantability** must satisfy Florida’s UCC requirements; language that does **not expressly address merchantability** may be insufficient to eliminate that implied warranty.
- The court rejected the trial court’s approach of finding “nonconformity” solely by reference to the buyer’s **reasonable expectations** while simultaneously treating the contract as having eliminated **all warranty obligations**.
- The case was sent back for further proceedings consistent with the appellate court’s analysis of how warranty disclaimer rules interact with **revocation of acceptance** in a used-goods transaction.

## Legal Principles

- A disclaimer of the **implied warranty of merchantability** is not established merely by broad, generic language; to be effective, the disclaimer must meet the requirements of Florida’s UCC (including the statutory treatment of merchantability disclaimers and conspicuous written terms).
- “Nonconformity” for **revocation of acceptance** is tied to the seller’s obligations under the parties’ contract as properly construed under the UCC, including any warranties that remain after applying valid disclaimers.
- A court may not treat goods as “nonconforming” based only on a buyer’s generalized expectations if the contract (as enforced under the UCC) defines the condition and risk allocation differently; revocation depends on a legally recognized nonconformity that substantially impairs value.

## Conclusion

McCormick Machinery involved a used-tractor sale where the trial court found warranties disclaimed yet allowed revocation because the tractor did not meet the buyer’s reasonable expectations. On appeal, the court focused on whether the disclaimer effectively reached the implied warranty of merchantability and on the requirement that revocation rest on nonconformity measured against the contract as governed by Florida’s UCC, not on expectations divorced from enforceable warranty duties.


McCormick Machinery, Inc. v. Julian E. Johnson & Sons, Inc., 523 So. 2d 651 (1988)