Facts
- Woods, acting as an agent for a New Providence merchant house, received a shipment of wood invoiced to him as “braziletto.”
- Woods advertised and sold the wood as “braziletto,” and issued a bill of parcels describing it as such.
- The wood was actually “peachum wood,” substantially inferior in quality and value.
- At the time of sale, neither Woods nor Seixas & Seixas knew the wood was not braziletto; no fraud was alleged and no express warranty was made.
- The buyers accepted delivery; their agent was present and had an opportunity to inspect the wood.
- After discovering the wood’s true nature, the buyers attempted to return it for a refund; Woods refused.
- The trial-level court found for the buyers; Woods appealed.
Issues
- Whether a seller’s good-faith description of goods in advertisements and a bill of parcels creates an implied warranty of identity or quality when both parties are innocently mistaken.
- Whether listing the goods as “braziletto” in the bill of parcels, without fraud or express warranty language, constitutes a binding warranty or merely a description of the subject of sale.
Decision
- The New York Supreme Court reversed the trial judgment and entered judgment for Woods.
- The court held there was no express warranty and no implied warranty arose from the seller’s innocent description.
- The loss from the mutual mistake fell on the buyers under the rule of caveat emptor.
Legal Principles
- In an arm’s-length sale of goods, absent fraud or an express warranty, an innocent misdescription does not by itself create a warranty.
- Statements in a bill of parcels may be treated as descriptive identification rather than a contractual undertaking to warrant, especially where the buyer can inspect.
- When both parties are equally mistaken and the buyer has an opportunity to inspect, the buyer bears the risk of error as to the goods’ nature or quality (caveat emptor).
Conclusion
The court rejected liability for an innocent seller who passed along a mistaken description of goods, treating the bill of parcels language as descriptive rather than a warranty and placing the risk of the mistake on the buyer where no fraud or express warranty existed and inspection was available.