Daughtrey v. Ashe
413 S.E.2d 336 (1992)
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Rule of Law:
Under the Uniform Commercial Code, a seller's affirmation of fact or description of goods is presumed to be part of the basis of the bargain, creating an express warranty, without requiring the buyer to prove actual reliance on the statement. The burden is on the seller to present clear, affirmative proof that the representation was not part of the bargain.
Facts:
- In October 1985, W. Hayes Daughtrey consulted jeweler Sidney Ashe to purchase a diamond bracelet.
- Ashe offered a bracelet for $15,000, verbally describing the diamonds only as 'nice,' although he privately classified them as high-grade v.v.s. quality.
- After Daughtrey telephoned to accept the offer, Ashe prepared and signed an appraisal form describing the bracelet's diamonds as 'H color and v.v.s. quality' for insurance purposes.
- Daughtrey went to the store and paid the $15,000 purchase price.
- As Ashe counted the money, an associate placed the bracelet and the appraisal form together in a box and handed it to Daughtrey, who did not see the description at that time.
- In February 1989, Daughtrey learned from another jeweler that the diamonds were of a substantially lesser quality than v.v.s.
- Daughtrey requested a replacement, but Ashe only offered to refund the original purchase price upon return of the bracelet, which Daughtrey declined.
Procedural Posture:
- W. Hayes Daughtrey and his wife filed a suit for specific performance or damages against Sidney Ashe and Adele Ashe in a Virginia trial court.
- The trial court found that the diamonds were of a lesser grade than described but ruled in favor of the Ashes.
- The trial court concluded that the appraisal was not a term of the sale and the Daughtreys had not proven they relied on it as a warranty.
- The Daughtreys, as appellants, appealed the trial court's judgment to the Supreme Court of Virginia.
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Issue:
Does a seller's written description of a good's specific quality, provided to the buyer at the conclusion of the sale, create an express warranty that is part of the basis of the bargain under UCC § 8.2-313, even if the buyer did not know of or rely upon the description before agreeing to the purchase?
Opinions:
Majority - Justice Whiting
Yes. A seller's written description of a good's quality creates an express warranty as part of the basis of the bargain, even if the buyer learns of it at the conclusion of the sale and did not specifically rely on it. The court reasoned that a specific description of quality like 'v.v.s.' by a professional jeweler is an affirmation of fact, not a mere opinion. The court further held that the UCC's 'basis of the bargain' language in § 8.2-313 removes the traditional requirement that a buyer prove reliance, which was present in the prior Uniform Sales Act. Citing the UCC's Official Comments, the court explained that any affirmation of fact by a seller is presumed to be part of the bargain unless the seller provides clear affirmative proof to the contrary. The timing of the statement is not dispositive; the central question is whether it can be fairly regarded as part of the contract. Because Ashe offered no proof to remove his factual description from the agreement, it became an express warranty.
Dissenting - Justice Compton
No. The seller's representation was not a part of the basis of the bargain. The dissent argued that because the appraisal form explicitly stated it was provided 'for insurance purposes only,' its description of the diamond quality should not be considered a warranty that was part of the basis of the bargain for the sale itself.
Analysis:
This decision significantly reinterprets the concept of express warranties under the Uniform Commercial Code by shifting the focus from the buyer's reliance to the seller's affirmations. By establishing that any factual description is presumptively part of the 'basis of the bargain,' the court placed the burden on sellers to disprove that their statements created a warranty. This holding broadens protection for buyers, as even post-sale documentation or descriptions provided at the time of delivery can create binding warranties. The case serves as a key precedent for minimizing the role of buyer reliance in express warranty claims, making it easier for plaintiffs to succeed in such actions.
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