Doug Connor, Inc. v. Proto-Grind, Inc.
41 U.C.C. Rep. Serv. 2d (West) 1153, 761 So.2d 426, 2000 Fla. App. LEXIS 6416 (2000)
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Rule of Law:
An express warranty, whether oral or written, made by a seller regarding specific capabilities of goods is not waived by a buyer's opportunity to inspect the goods or waiver of a trial period, as such waivers under UCC Section 672.316(3)(b) apply only to implied warranties.
Facts:
- Doug Connor, president of Doug Connor, Inc. (Connor), a land clearing business, became interested in purchasing a large commercial grinding machine called a Proto-Grind 1200, manufactured by Proto-Grind, Inc.
- Proto-Grind's brochure described the machine as the 'toughest grinder on the market' and capable of grinding 'trouble free' a variety of debris, including timber, stumps, and railroad ties, and showed pictures of large logs being processed.
- During a machine demonstration, Doug told George Protos, Proto-Grind's president, that he needed a machine for his Melbourne, Florida land clearing operation, specifically to grind palmettos, palm trees, oak trees, pine trees, and pepper trees for large jobs (15-100 acres).
- Protos assured Doug that 'the machine would do what I needed it to do, large jobs, small jobs, whatever I needed.'
- In April 1997, Connor contracted to purchase a Proto-Grind 1200 for $226,000, with the contract initially including a two-week trial period.
- Three days after delivery, Doug accepted Proto-Grind's offer to eliminate Connor's first installment payment of $5,500 in exchange for waiving the two-week trial period.
- The grinder subsequently experienced repeated mechanical difficulties and, most significantly, failed to effectively discharge mulch from cabbage palm trees and palmettos.
- Connor's mechanic ordered new 'demo grates' from Proto-Grind, which improved performance for general debris but still failed to process cabbage palm mulch effectively, prompting Connor to send several complaint letters to Protos between April and June 1997.
Procedural Posture:
- Connor filed a multi-count complaint against Proto-Grind in the trial court, alleging revocation of acceptance of goods, fraud, and breaches of implied and express warranties.
- The matter proceeded to a jury trial.
- At the conclusion of Connor's case-in-chief, the trial court granted Proto-Grind's motion for directed verdict on all counts.
- The trial court found that the express warranty, like the implied warranties, was waived by Connor when it chose to forgo its trial period in exchange for a financial incentive.
- Connor, Inc. appealed the directed verdict to the District Court of Appeal of Florida, Fifth District.
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Issue:
Does a buyer's waiver of a contractually provided trial period, in exchange for a financial incentive, negate an express oral warranty made by the seller about the goods' specific capabilities to meet the buyer's known needs?
Opinions:
Majority - Peterson, J.
No, a buyer's waiver of a contractually provided trial period does not negate an express oral warranty made by the seller. The court affirmed the directed verdict on all counts except Count III for breach of an express warranty. The trial court erred in concluding that the express warranty was waived when Connor cut short its trial run, because Florida Statute Section 672.316(3)(b) (UCC) explicitly limits waiver due to buyer examination or opportunity to inspect to implied warranties, not express warranties. The court found that the oral affirmations made by Proto-Grind agents, who specifically understood Connor's needs and represented that the Proto-Grind 1200 would meet those needs (i.e., grinding specific types of Florida organic waste like palmettos and palm trees), could amount to more than mere 'puffing' or sales talk. Citing Miles v. Kavanaugh, the court emphasized that an express warranty need not be by words and can be sufficient if it forms part of the basis of the bargain. Whether such statements were factual affirmations, whether Connor relied on them, and whether the machine's failure to effectively mulch palm trees and palmettos constituted a breach of warranty were questions of fact that should have been presented to a jury. The court also noted that the relative knowledge of the parties regarding the machine's capabilities was a matter for the jury to consider.
Analysis:
This case clarifies the critical distinction between express and implied warranties under the UCC, particularly regarding how they are affected by a buyer's pre-purchase inspection or waiver thereof. It emphasizes that a seller's specific representations about a product's capabilities, especially when the seller is aware of the buyer's particular needs, can create an enforceable express warranty, even if oral. The decision reinforces that such express warranties cannot be extinguished by a general waiver clause applicable to implied warranties, providing greater protection for buyers who rely on a seller's specific assurances. It sets a precedent for what constitutes a jury question regarding 'puffing' versus a legitimate express warranty, requiring specific inquiry into the seller's knowledge of buyer needs and the nature of the representations made.
