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representations’ accuracy. [2 Hawkland UCC Series § 2-313:4, Westlaw (database updated June 2021).]
7. Express Warranties and Formal Words of Warranty or Guarantee For an express warranty to arise, the seller need not use specific or formal words, such as warranty or guaranty. [U.C.C. § 2-313(2) (1951).] 8. Seller’s Intent to Create an Express Warranty For an express warranty to arise, the seller need not specifically intend to create a warranty. [U.C.C. § 2-313(2) (1951).]
Warranty of Title and Warranties against Infringement
In a contract for the sale of goods, § 2-312 imposes two conceptually related but distinct warranties: (1) the warranty of title and (2) the warranty against infringement.
1. Warranty of Title: Majority Approach In a sales contract, the seller warrants that (1) good title to the goods is being conveyed; (2) the transfer itself is rightful; and (3) the goods will be delivered free of any security interest, lien, or other encumbrance of which the buyer, at the time of contracting, lacks actual knowledge. This warranty’s purpose is to spare the buyer from having to litigate, or from worrying about litigating, to defend her own title to the goods against third-party claims. Thus, under the majority approach, the warranty of title is breached if a third party has some colorable claim to the goods ( e.g. , ownership or a lien) that unreasonably exposes the buyer to risk of losing the goods. So, the warranty of title can be breached even if the buyer has not been sued and, indeed, even if the buyer ultimately prevails in any litigation over title to or interest in the goods. [U.C.C. § 2-312(1), cmt. 1 (1951); 2 Hawkland UCC Series § 2-312:1, Westlaw (database updated June 2021).] 2. Warranty of Title: Minority Approach A minority of courts seem to hold that the warranty of title is not breached if the buyer actually has good title ( i.e. , actually prevails in a lawsuit to protect her title to the goods), even if a third-party claim did cast a colorable shadow over the buyer’s title. [2 Hawkland UCC Series § 2-312:1, Westlaw (database updated June 2021).] Examples : (1) A thief stole a valuable diamond ring from a wealthy socialite. A few weeks later, the thief sold the ring to an investor for $50,000. Under the majority view, the thief has breached the
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