## Facts

- Windram Manufacturing Company used machinery to paste linings to fabrics and purchased paste/cement from a third party, Ellis.
- Boston Blacking Company manufactured the cement for Ellis and knew the cement was intended for Windram’s use.
- Windram alleged the cement was negligently manufactured and mixed, damaging fabrics and causing pecuniary loss.
- Windram’s amended declaration pleaded two tort counts: (1) negligent manufacture causing damage to fabrics; and (2) manufacture of cement allegedly “deleterious and dangerous” and “certain” to injure the fabrics, with knowledge it was made for Windram’s sole use.
- The Superior Court sustained Boston Blacking’s demurrer and entered judgment for the defendant; Windram appealed.

## Issues

1. Whether a manufacturer owes a tort duty to a nonprivity, remote purchaser for negligent manufacture that causes property damage and economic loss.
2. Whether allegations that the cement was “deleterious and dangerous” because it would injure fabrics bring the claim within the “inherently/imminently dangerous” exception to the no-privity rule.
3. Whether the pleading stated an intentional tort or actionable concealment/duty to warn sufficient to survive demurrer.

## Decision

- The Supreme Judicial Court of Massachusetts affirmed judgment for Boston Blacking.
- The first count failed because, absent contractual privity, the manufacturer was not liable in negligence to a third party for defects causing the alleged loss.
- The second count failed because the “inherently/imminently dangerous” exception was not satisfied where the alleged danger was injury to fabrics (property) rather than danger to human life or health.
- The declaration did not plead an intentional tort, and the defendant’s silence, on the alleged facts, did not create liability.

## Legal Principles

- The general rule is that a manufacturer is not liable in tort for negligent manufacture to a third person with whom it has no contractual relationship.
- A commonly recognized exception permits third-party recovery without privity when negligent preparation or sale creates an imminent danger to human life or health in connection with articles intended to preserve, destroy, or affect human life.
- Allegations of defectiveness causing only property damage or economic loss, without danger to life or health, do not bring a product within the inherently/imminently dangerous exception as pleaded here.
- Mere silence, without additional facts creating a duty to speak or a deceptive act, does not establish liability for concealment.

## Conclusion

The court held that a remote user who purchased cement through an intermediary could not maintain a tort action against the manufacturer for negligent manufacture causing damage to fabrics and resulting economic loss, because there was no privity and the pleadings did not establish an inherently dangerous product, an intentional wrong, or actionable concealment.


Windram Mfg. Co. v. Boston Blacking Co., 239 Mass. 123, 131 N.E. 454 (1921)