In Sorchaga v. Ride Auto, LLC, a case involving the implied warranty of merchantability, the Minnesota Supreme Court held that fraud is a “circumstance” that makes “as is” disclaimers of implied warranties ineffective. In reaching its decision, the court relied on the dictionary definitions of “unless,” “circumstances,” “indicate,” and “otherwise” to ascertain their plain and ordinary meaning.
This note begins with a brief discussion of the distinction between the two types of warranties for quality under the Uniform Commercial Code (U.C.C.) in contracts for the sale of goods. Next, this note introduces the drafting history of the U.C.C.; specifically, the exclusion or modification of warranties provisions. This note then discusses various cases interpreting “as is” disclaimers, as well as treatises intended to shed light on the “circumstances” of subsection 3(a) of section 2-316 of the U.C.C. The facts, procedural history, and decision of Sorchaga follow. Next, this Note analyzes the circumstances clause of Minnesota Statutes section 336.2-316(3)(a) in light of Sorchaga. This note then provides the proper result of Sorchaga, had the Minnesota Supreme Court interpreted the term “circumstances” within its intended reach. Finally, this note concludes by illustrating the inherent conflict that courts now face when interpreting the exclusion or modification of warranties provision of the U.C.C.
The author is cognizant that the holding in Sorchaga lends itself to reasoning akin to other courts interpreting the validity of “as is” disclaimers. And, by virtue of that very act, the court conveys an intent to fulfill its obligation “to make uniform the law among the various jurisdictions.” The author commends the Minnesota Supreme Court in its recognition of this important duty. Nonetheless, misconstruction of the law should not be deemed tolerable under the pretext of pursuing uniformity.