UCC § 2-313: Reliance Not Necessary For Breach of Express Warranty

Weinstat v. Dentsply International, Inc.,
(Jan. 7, 2010) 180 Cal. App. 4th 1213, 103 Cal. Rptr. 614

Product Directions in Package Allow Breach of Warranty Claim; Unlike Fraud Claims, “Reliance” Is Not a Necessary Element

Can the buyer sue for breach of warranty based on an inaccurate statement in the product directions? Yes, according to the California Court of Appeal (1st District, Division 4) in Weinstat v. Dentsply International, Inc., (Jan. 7, 2010) 180 Cal. App. 4th 1213, 103 Cal. Rptr. 614. Actual “reliance” on such a statement by reading before purchasing is not necessary.

A group of dentists who purchased the “Cavitron” dental cleaning device sued the manufacturer (Dentsply International) for breach of warranty. The dentists complained that Cavitron product directions allegedly said the device could be used for oral surgery but dental health regulations allegedly precluded this application. The lower court denied a class action certification, reasoning in part that a plaintiff could not demonstrate “reliance” on the challenged warranty, since the warranty was included in the product directions, not the sales contract documents. The court of appeal reversed. The court of appeal interpreted UCC § 2-313 (California Commercial Code § 2313) to authorize a claim for breach of express warranty under these circumstances.

A fraud claim requires proof of reliance as an element. Not so for a breach of warranty claim under the UCC. The court found that the product directions, delivered with the product, could form a “basis of the bargain” under UCC § 2-313. The “bargain” extends beyond the “legal formation of the contract.” It includes affirmations contained in product manuals or other materials that are given to the buyer at the time of delivery.

The court recognized that its decision departed from a Maine case, Cuthbertson v. Clark Equipment Co., (1982) 448 A. 2d 315, 321. The California court bolstered its analysis of UCC 2-313 by stating that federal regulations required accurate medical product directions. Therefore, such product directions could form part of the “basis of the bargain” (UCC § 1-201(b)(3)) through the UCC provisions on “usage of trade.” UCC § 1-303(c); California Commercial Code § 1303(c). The element of “good faith” inherent in UCC sales supported this conclusion. UCC §§ 1-304; 1-201(b)(20); Cal. Comm. Code §§ 1304, 1201(b)(20) A “buyer would reasonably expect any statement or description of the product appearing in a user manual or similar publication to be true, regardless of when the manual was read or received.” 180 Cal. App. 4th at 1231, 103 Cal. Rptr. 614.