FORT LAUDERDALE BUSINESS LITIGATION: EXPRESS AND IMPLIED WARRANTIES

Under Florida law, commercial litigation cases involving sales of goods are governed by the Uniform Commercial Code (UCC). Under Florida’s version of the UCC, at Florida Statutes Section 672.318, “[a] seller’s warranty whether express or implied extends to any natural person who…is an employee, servant or agent of his or her buyer if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of the warranty.” In Kramer v. Piper Aircraft Corp., 520 So.2d 37 (Fla. 1988), the Supreme Court of Florida explained that privity of contract is not required in cases “which fall within the scope of § 672.318, Fla. Stat.[,]…of the Florida Uniform Commercial Code.” There are two types of warranties: express and implied warranties. To create an express warranty, under § 672.313(1)(a), Florida Statutes, “[a]ny affirmation of fact or promise made by the seller to the buyer which relates to the goods or becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.” Peter Mavrick is a Fort Lauderdale business litigation attorney, and represents clients in business litigation in Miami, Boca Raton, and Palm Beach. The Mavrick Law Firm represents businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, employment law, and other legal disputes in federal and state courts and in arbitration.

Implied warranties have more variants. For example, Florida’s version of the UCC recognizes an implied warranty of merchantability and an implied warranty for fitness for a particular purpose. The implied warranty of fitness for a particular purpose arises only when “a seller has reason to know a particular purpose for which the goods are required and the buyer relies on the seller’s skill or judgment to select or furnish suitable goods.” Armadillo Distribution Enterprises, Inc. v. Hai Yun Musical Instruments Manufacture Co. Ltd., 142 F.Supp.3d 1245 (M.D. Fla. 2015) (quoting Royal Typewriter Co. v. Xenographic Supplies Corp., 719 F.2d 1092 (11th Cir. 1983)). Under those circumstances, an implied warranty arises “that the goods shall be fit for such purpose.” § 672.315, Florida Statutes. The United States District Court for the Southern District of Florida in Zendejas v. Redman, 2016 WL 1242349 (S.D. Fla. Mar. 30, 2016), explained that “[t]he implied warranty of fitness for a particular purpose may, however, be excluded or modified in certain circumstances.” In addition, an implied warranty for fitness for a particular purpose may be waived due to a pre-purchase inspection. Under Section 672.316(3)(b), Florida Statutes, an implied warranty does not attach “[w]hen the buyer before entering into the contract has examined the goods or the sample or model as fully as he or she desired or has refused to examine the goods, there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him or her.” In business litigation cases concerning the implied warranty for fitness for a particular purpose, the facts an circumstances surrounding the pre-purchase inspection and whether the buyer should have discovered any alleged defects are often highly disputed and typically will require trial testimony and other evidence. By contrast, the warranty of merchantability is implied in any contract for the sale of goods, “if the seller is a merchant with respect to goods of that kind.” § 672.314(1), Florida Statutes. For goods to be merchantable, they must be “fit for the ordinary purposes for which such goods are used,” among other requirements. § 672.314(2)(c), Florida Statutes; Marjam Supply Co. of Florida, LLC v. Pliteq, Inc., 2018 WL 4932871 (S.D. Fla. Apr. 23, 2018) (setting forth the elements for breach of implied warranty of merchantability).

Peter Mavrick is a Fort Lauderdale business litigation lawyer, and represents clients in Miami, Boca Raton, and Palm Beach. This article does not serve as a substitute for legal advice tailored to a particular situation.