551: Listen and Learn -- Warranties and Disclaimers Under the UCC (Contracts)

This episode of The Law School Toolbox Podcast dives into the UCC's rules on warranties and disclaimers in contracts for the sale of goods. Hosts Alison Monahan and Lee Burgess explain the distinction between express warranties—created by seller statements, descriptions, or samples—and two implied warranties under the UCC: merchantability and fitness for a particular purpose. They clarify that express warranties cannot be disclaimed, even if a contract attempts to do so, because doing so would be inconsistent with the seller’s own representations. In contrast, implied warranties can be disclaimed if the disclaimer is conspicuous in writing, such as using bold headings or phrases like 'as is.' The hosts use two detailed hypotheticals—the classic car sale and the epoxy manufacturing case—to illustrate how these rules apply in practice. The California Bar Exam-style hypo demonstrates that while implied warranties may be disclaimed, an express warranty based on a sample remains enforceable. The episode concludes with practical takeaways for law students preparing for contracts exams and real-world legal practice. Key takeaways include: (1) Express warranties arise from statements, descriptions, or samples that become part of the basis of the bargain; (2) Implied warranties of merchantability and fitness for a particular purpose protect buyers but can be disclaimed if conspicuous; (3) A disclaimer cannot override an express warranty; (4) The 'as is' or 'with all faults' language is effective for disclaiming implied warranties; and (5) Courts assess whether a disclaimer is conspicuous based on formatting and placement. The tone is instructive, clear, and encouraging, with a focus on exam-relevant analysis and practical understanding.