NO ASSUMPTION BY BUYER ENTITY OF SELLER ENTITY’S IMPLIED WARRANTY OF MERCHANTABILITY LIABILITY––WHETHER AN ENTITY THAT PURCHASES A MANUFACTURER’S ASSETS ASSUMES OR AGREES TO ASSUME AN IMPLIED WARRANTY OF MERCHANTABILITY THAT ATTACHED AND WAS NOT DISCLAIMED WHEN THE MANUFACTURER SOLD THE GOOD.

The Court in Northland Industries v Kouba held that that the Buyer only assumed liabilities expressed in the Agreement. The record reflects no evidence to support that the Buyer agreed to assume the Seller’s implied warranty of merchantability. Thus, the Buyer will not be liable for beach of the implied warranty of merchantability because the Agreement failed to show that the Buyer agreed to take on such liability.