G-W-L, Inc. v. Robichaux
26 Tex. Sup. Ct. J. 166, 643 S.W.2d 392, 1982 Tex. LEXIS 379 (1982)
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Rule of Law:
A general disclaimer in a contract stating there are "no... warranties, express or implied" is legally sufficient to waive the implied warranty of good workmanship and habitability in the sale of a new home. The waiver does not need to use specific language such as "habitability" or be conspicuous to be effective.
Facts:
- John and Merila Robichaux entered into a contract with G-W-L, Inc., doing business as Goldstar Builders, for the design, construction, and provision of materials for a new house.
- The promissory note signed by the Robichaux contained a clause stating it was the entire agreement and that there were "no oral agreements, representations, conditions, warranties, express or implied, in addition to said written instruments."
- Goldstar completed the construction of the house.
- Upon completion, the roof of the house had a substantial sag.
Procedural Posture:
- John and Merila Robichaux sued G-W-L, Inc. in a Texas trial court under the Deceptive Trade Practices Act for breach of warranties.
- Following a trial, a jury found that Goldstar had breached the implied warranty of good workmanlike construction and that the house was not merchantable.
- The trial court rendered judgment in favor of the Robichaux.
- G-W-L, Inc., as appellant, appealed the decision to the Texas court of appeals.
- The court of appeals affirmed the trial court's judgment in favor of the Robichaux, who were the appellees.
- G-W-L, Inc. then appealed to the Supreme Court of Texas.
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Issue:
Does a general contractual disclaimer stating there are "no... warranties, express or implied" constitute a waiver of the implied warranty of good workmanship and habitability for a newly constructed home that is clear and free from doubt?
Opinions:
Majority - Sondock, J.
Yes. A general disclaimer of all warranties is sufficiently clear and free from doubt to waive the implied warranty of habitability. The contractual language stating "no ... warranties, express or implied" is unambiguous. Parties to a contract have an obligation to protect themselves by reading the documents they sign and, absent fraud, are bound by their terms. The court rejected the argument that the disclaimer must be "conspicuous" as required by the Texas Business and Commerce Code, reasoning that the Code's provisions apply to the sale of movable "goods," not to real estate transactions like the construction and sale of a house. The "essence" of this transaction was the furnishing of labor and services, not the sale of materials.
Dissenting - Spears, J.
No. A general disclaimer of "no warranties, express or implied" is insufficient to waive the builder's implied warranty of fitness. To be effective, a waiver must be stated in clear and unequivocal language that specifically names the warranty being disclaimed, such as "habitability" or "good and workmanlike manner." Public policy requires this heightened standard to protect consumers, who would not ordinarily conceive that their new home would not be built properly. General, boilerplate language does not provide adequate notice to the buyer of the important rights they are forfeiting.
Analysis:
This decision establishes that, in Texas, a general boilerplate disclaimer of warranties is sufficient to waive the significant, judicially-created implied warranty of habitability in new home construction. It places a substantial burden on homebuyers to identify and negotiate these clauses, differing from the more consumer-protective approach in other states that requires specific and conspicuous language. By explicitly holding that the Uniform Commercial Code's (UCC) sales provisions do not apply to real estate transactions, the court reinforces a strict separation between the sale of goods and real property, limiting the protections available to new home purchasers compared to buyers of other consumer products.
