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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.
Dude, Where's My Car? How the Proposed Uniform Certificate of Title Act Addresses Conflicts Between the Texas Certificate of Title Act and the Uniform Commercial Code
Joe Consumer finds a vehicle at a dealership, makes the deal and fills out paperwork to transfer the ownership of the vehicle while paying the dealer to cover the titling expenses. The dealer promises to send the titling paperwork to the state certificate of title (“CT”) office so that the ownership of record may be transferred to Joe pursuant to the state’s CT law. Then, maybe two weeks after purchasing the car, Joe attempts to leave home for work, but instead finds his vehicle in the process of being repossessed by the dealer's bank. Joe, extremely confused and irritated, may find that, while Joe filled out the appropriate documentation needed for a CT application, the dealer did not file the documentation with the state CT office. Now, Joe must file a declaratory action and argue that a judge should declare Joe to be the proper owner under generally applicable laws including the Uniform Commercial Code (“UCC”), property and contract laws, and perhaps equitable principles, the applicable CT law, and even the Bankruptcy Code. Each of these laws is challenging in this context, and the relations between them add to the complexity. Joe may be facing a very expensive (and uneconomical) lawsuit as his only legal remedy.
UCC and Banking Law Update
This is the slide deck for the PowerPoint presentation.