## Facts

- American Cyanamid Co. manufactured chemical resins sold under the trademark “Cyana,” used to finish fabrics to reduce shrinkage.
- Cyanamid licensed or authorized fabric manufacturers (including Apex Knitted Fabrics and Fairtex Mills) to treat fabrics with the Cyana process and market them as “Cyana finished.”
- Cyanamid promoted Cyana through trade journals and direct mailings aimed at garment manufacturers, including Randy Knitwear, Inc.
- After testing and approving fabric samples, Cyanamid supplied “Cyana” labels to Apex and Fairtex, with knowledge and approval that the labels would be passed on to garment manufacturers to sew into garments made from Cyana-finished fabrics.
- The labels contained guarantees that garments made from Cyana-finished fabrics would not shrink or lose shape under normal washing.
- Randy Knitwear bought substantial quantities of Cyana-treated fabric from Apex and Fairtex, paid an added charge for the shrink-resistant finish, and attached the Cyana labels to its garments.
- After sale, customers complained that garments shrank and lost shape when washed under ordinary conditions.
- Randy Knitwear sued Cyanamid, Apex, and Fairtex for breach of express warranty, alleging reliance on Cyanamid’s representations and resulting economic loss.

## Issues

1. Whether lack of contractual privity bars a remote purchaser’s claim against a manufacturer for breach of an express warranty communicated through the manufacturer’s labels and advertising intended to reach and induce the remote purchaser.

## Decision

- The New York Court of Appeals held that privity of contract was not required on these alleged facts.
- The court affirmed the order denying Cyanamid’s motion for summary judgment, allowing the express-warranty claim against Cyanamid to proceed.
- The certified question was answered consistently with permitting the action despite the absence of privity.

## Legal Principles

- A manufacturer’s express warranty, made through labels and advertising intended to reach and influence remote purchasers and in fact relied upon, may be enforced by those purchasers even without direct contractual privity.
- When a manufacturer affirmatively issues performance guarantees as part of a marketing scheme directed to downstream buyers, privity functions as a technical barrier that does not control liability for breach of express warranty.
- Express-warranty liability may extend beyond the immediate buyer where reliance by remote purchasers is foreseeable and the manufacturer’s conduct is designed to induce that reliance.
- Permitting direct suit against the warranting manufacturer avoids circuity of action where intermediaries would otherwise face suit and seek indemnity from the manufacturer.

## Conclusion

The court permitted a garment manufacturer that purchased through intermediaries to pursue an express-warranty claim against the resin manufacturer because the manufacturer’s labels and advertising conveyed guarantees intended to reach and induce reliance by remote purchasers, making contractual privity unnecessary under those circumstances.


Randy Knitwear, Inc. v. Am. Cyanamid Co., 181 N.E.2d 399 (N.Y. 1962)