Also known as: UCC 2-314 · U.C.C. § 2-314 · § 2-314 · implied warranty of merchantability
Written by attorneys · grounded in primary & secondary sources — see below
A statutory implied warranty that goods sold by a merchant with respect to goods of that kind are merchantable. Goods satisfy the warranty when they pass without objection in the trade under the contract description, are fit for the ordinary purposes for which such goods are used, and meet the remaining standards listed in the statute.
Select any source to read its text and confirm it supports the definition.
Ulysses Maritime bought navigation units from Ultra Precision under a purchase order with no disclaimer language. Ultra Precision's confirmation added bold text disclaiming all implied warranties including merchantability. The disclaimer failed to mention merchantability explicitly and was not conspicuous, so the warranty of merchantability remained in force when the units later malfunctioned during ordinary voyages.
Umar Underwood purchased software from a retail box. After installation the program repeatedly crashed on standard hardware during ordinary business tasks. Because the seller was a merchant dealing in software of that kind, the court held the goods unmerchantable under the warranty when they proved unfit for their ordinary purpose.
Uliana Ustinova bought a sport utility vehicle that rolled over during an ordinary highway maneuver. A jury found the vehicle not defective under strict products liability yet found it unmerchantable under the warranty. The court held the verdicts could stand because the warranty reaches foreseeable but unintended uses that strict liability does not.
Umeko Uchida used a pneumatic tool that vibrated excessively during normal operation and caused hand injury. Evidence showed the tool met industry standards yet lacked feasible safety features. The court treated the warranty claim as requiring proof that the tool failed ordinary-purpose fitness even if it passed trade standards.
Uma Underwood purchased flexible gas tubing that ruptured during ordinary residential use and caused a fire. The plaintiff offered alternative design evidence and consumer expectations proof. The court applied a risk-utility test to decide whether the tubing satisfied the merchantability warranty.
Unity Underhill received a silicone breast implant that later leaked and caused illness. The manufacturer had warned the implanting surgeon of known risks. The court held that adequate warnings to the physician satisfied the merchantability obligation for prescription medical devices.
The warranty arises automatically in a sale of goods if the seller is a merchant with respect to goods of that kind and the warranty has not been excluded or modified under § 2-316. Merchant status requires that the seller deal in goods of the kind or hold itself out as having knowledge or skill peculiar to the goods.
Goods must pass without objection in the trade under the contract description, be fit for the ordinary purposes for which such goods are used, run within permitted variations of even kind quality and quantity, be adequately contained packaged and labeled, and conform to any promises on the container or label.
…negligence counts were dismissed by the court and the cause was submitted to the jury for determination solely on the issues of implied warranty of merchantability. Verdicts were returned against both defendants and in favor of the plaintiffs. Defendants appealed and plaintiffs cross-appealed from the dismissal of their negligence claim. The matter…
…detailed review. Some portions of the UCC impose additional requirements on the way parties agree on terms. A disclaimer of the implied warranty of merchantability must be “conspicuous.” UCC § 2-316(2), incorporating UCC § 1-201(10). Promises to make firm offers, or to negate oral modifications, must be “separately signed.” UCC §§ 2-205, 2-209(2).…
…and manufactured so as to be reasonably safe for its intended and foreseeable uses may nonetheless be held liable for breach of implied warranty of merchantability
…but on a warranty basis. Discarding the antiquated notions of privity of contract, the court imposed upon the manufacturer an
…for defectively manufacturing a critical part inside the crushing plant that led to Kirkbride’s injury, and for breaching an implied warranty of merchantability
A broad disclaimer of all implied warranties including merchantability materially alters the bargain and does not become part of the contract unless the buyer expressly agrees. The confirmation is treated as an acceptance with proposals that require separate acceptance when they materially alter the deal.
The warranty reaches goods unfit for ordinary purposes even if the product is not unreasonably dangerous, and it can cover foreseeable but unintended uses that strict liability may not reach. Some courts treat the standards as essentially identical while others allow inconsistent verdicts on the two theories.
If the failures result from buyer misuse or failure to follow storage and calibration instructions rather than inherent defects at the time of sale, the goods remain merchantable. Performance under correct conditions satisfies the warranty even if misuse produces inconsistent results.