Willoughby v. Ciba-Geigy Corp.
29 U.C.C. Rep. Serv. (West) 1515, 601 S.W.2d 385, 1979 Tex. App. LEXIS 4613 (1979)
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Rule of Law:
A manufacturer's disclaimer of implied warranties printed on a product's container is ineffective against a buyer who never possessed the container and was not otherwise made aware of the disclaimer's terms.
Facts:
- R. B. Willoughby, Jr. had a weed and Johnson grass problem in his cornfield and had relied on the recommendations of M. L. Coleman of Agricultural Supplies (Ag Supplies) for eight to ten years.
- In May 1974, after visiting the farm, Coleman recommended the use of Evik, a herbicide manufactured by Ciba-Geigy Corporation (Geigy), to treat the problem.
- Willoughby relied on this recommendation and authorized Coleman to apply the product; Willoughby never purchased the Evik directly, possessed its container, or saw any printed information on it.
- Coleman applied Evik to approximately 600 acres of Willoughby's corn crop, some of which was tasseling at the time.
- Prior to this application, Geigy's internal tests from the winter of 1973-74 had shown that Evik could reduce corn yield if applied within 21 days of tasseling, but this warning was not on the product packaging at the time and was not communicated to Willoughby.
- Within ten days of the application, Willoughby's corn showed signs of damage, including burned leaves and deterioration.
- The final yield on the acreage sprayed with Evik was approximately 25 bushels per acre, significantly less than the 72.8 and 102 bushels per acre yields from other fields not treated with Evik.
Procedural Posture:
- R. B. Willoughby sued Ciba-Geigy Corporation, Agricultural Supplies of Batesville, Inc., and M. L. Coleman in a Texas trial court.
- Willoughby asserted claims for strict liability, gross negligence, fraud, deceptive trade practices, and breach of implied warranties.
- The trial court granted the defendants' motion for an instructed verdict on the claims for gross negligence, fraud, deceptive trade practices, and breach of implied warranties.
- The strict liability claim proceeded to a jury trial.
- The jury found in favor of the defendants on all issues submitted regarding the strict liability claim.
- The trial court entered a take-nothing judgment against Willoughby.
- Willoughby appealed the trial court's judgment to the Court of Civil Appeals of Texas, Ninth Supreme Judicial District.
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Issue:
Is a manufacturer's disclaimer of implied warranties, printed on a product's container, effective against a buyer who never saw or possessed the container and was never informed of the disclaimer?
Opinions:
Majority - Clayton, Justice
No, a manufacturer's disclaimer of implied warranties is ineffective if it was not disclosed or brought to the buyer's attention. To be effective, a disclaimer must be part of the basis of the bargain. In this case, Willoughby never possessed the product container, never saw the disclaimer, and was not informed of it by the seller's agent, Coleman. Therefore, the disclaimer could not have been part of the agreement and cannot shield the appellees from potential liability for breach of the implied warranties of merchantability and fitness for a particular purpose. The trial court erred by granting an instructed verdict on the implied warranty claim, as there was sufficient evidence to raise a question of fact for the jury.
Dissenting - Keith, Justice
The dissent does not directly answer the issue but argues against the majority's decision to remand for a new trial. The dissent contends that allowing the plaintiff to proceed with a breach of implied warranty (contract) claim after a jury has already found against them on a strict liability (tort) claim based on the same set of facts is fundamentally unfair. It affords the plaintiff two separate trials on the same factual dispute, undermining judicial economy and providing an undeserved second chance to win.
Analysis:
This decision reinforces a key principle of contract and commercial law: for a disclaimer of warranty to be enforceable, it must be effectively communicated to the buyer. It clarifies that merely printing a disclaimer on a product's packaging is insufficient when the end-user never sees the package and relies on an intermediary for both recommendation and application. This case provides significant protection for consumers and commercial buyers in situations where they rely on expert advice and do not physically handle the product, ensuring that sellers cannot unilaterally impose terms that were never part of the actual bargain.
