Bowdoin v. Showell Growers, Inc.
3 U.C.C. Rep. Serv. 2d (West) 1366, 1987 U.S. App. LEXIS 6963, 817 F.2d 1543 (1987)
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Rule of Law:
A disclaimer of the implied warranties of merchantability and fitness for a particular purpose is ineffective if it is provided to the buyer for the first time after the contract for sale has been made, as it does not form a part of the basis of the bargain.
Facts:
- Showell Growers, Inc. purchased a high-pressure spray rig manufactured by FMC Corporation.
- FMC's standard procedure, which involved having the buyer sign a pre-sale 'agriculture delivery report' containing a warranty disclaimer, was not followed in this transaction.
- Two weeks after the purchase, the spray rig was delivered to Showell Growers.
- An instruction manual containing a warranty disclaimer on its last page was included inside the packaging with the delivered spray rig.
- Showell Growers lent the spray rig to Rachel and Billy Bowdoin, who worked for the company as chicken farmers.
- While using the rig in December 1980, Rachel Bowdoin's clothing became entangled in the power takeoff shaft, causing her severe injuries.
Procedural Posture:
- Rachel and Billy Bowdoin filed a diversity action against Showell Growers, FMC Corporation, and NEAPCO, Inc. in the U.S. District Court for the Northern District of Florida.
- The complaint included a count against FMC and NEAPCO for breach of the implied warranties of merchantability and fitness.
- FMC and NEAPCO filed a motion for summary judgment, arguing they had effectively disclaimed these warranties.
- The district court (the trial court) granted the motion for summary judgment in favor of FMC and NEAPCO.
- The Bowdoins, as appellants, appealed the district court's grant of summary judgment to the U.S. Court of Appeals for the Eleventh Circuit.
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Issue:
Does a warranty disclaimer, located within an instruction manual delivered with a product after the sale was completed, effectively disclaim the implied warranties of merchantability and fitness for a particular purpose?
Opinions:
Majority - Wisdom, Senior Circuit Judge
No. A disclaimer of implied warranties provided to the buyer after the sale has been consummated is ineffective because it does not form a part of the basis of the bargain. Under the Uniform Commercial Code, to be effective, a disclaimer must be part of the parties' agreement. A term that a buyer is unaware of until after the deal is closed cannot be part of that agreement. The court rejected FMC's arguments that the buyer's sophistication or the disclaimer's conspicuousness could cure its fatal untimeliness. A post-sale disclaimer is, by definition, not conspicuous at the time of the transaction, and its timing is the dispositive factor, regardless of the buyer's commercial status. Citing the Alabama Supreme Court's decision in Tiger Motor Co. v. McMurtry, the court held that because the disclaimer was in a manual delivered with the goods weeks after the sale, it was a unilateral, post-contractual attempt to alter the terms of the deal and was therefore invalid.
Analysis:
This decision solidifies the 'basis of the bargain' requirement for warranty disclaimers under the Uniform Commercial Code. It establishes a bright-line rule that the timing of a disclaimer is a threshold issue, rendering post-sale disclaimers ineffective regardless of their conspicuousness or the sophistication of the buyer. The ruling reinforces consumer protection principles by preventing sellers from unilaterally altering warranty obligations after a contract is formed. This precedent significantly limits the enforceability of disclaimers found in owner's manuals, packaging, or other materials provided with a product after the point of sale, forcing sellers to be transparent about warranty limitations during the negotiation process.
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