Sales and Leases | 205
[U.C.C. § 2-316(3)(c), cmt. 9 (1951); 2 Hawkland UCC Series § 2-316:3, Westlaw (database updated June 2021).]
Conflicting Warranties A given contract may bear multiple warranties. For instance, in one contract, there may be express warranties, the implied warranty of merchantability, and the implied warranty of fitness for a particular purpose. Section 2-317 sets forth the rules to interpret and reconcile cumulative or conflicting warranties. As a general rule, any express or implied warranties must be construed consistently with one another and as cumulative, meaning the seller must comply with each warranty. But such a construction might be unreasonable in a given case. If so, the parties’ intent determines which warranty prevails. [U.C.C. § 2-317 (1951); 2 Hawkland UCC Series § 2-317:1, Westlaw (database updated June 2021).] 1. Rules to Determine the Parties’ Intent Concerning Conflicting Warranties If it is unreasonable to construe multiple warranties as consistent with each other or as cumulative, then § 2-317 articulates a few basic rules to determine the parties’ intent as to which warranty prevails. The official comments note that these rules are not absolute, and they may not apply if the circumstance prove their application inconsistent or unreasonable in a specific instance: exact or technical specifications prevail over both inconsistent samples or models and inconsistent general descriptive language, a sample taken from a bulk in existence prevails over inconsistent general descriptive language, an express warranty displaces the implied warranty of merchantability, to the extent of a conflict; and the implied warranty of fitness for a particular purpose prevails over an express warranty, to the extent of a conflict.
[U.C.C. § 2-317, cmt. 3 (1951).]
2. Estoppel as Against the Seller The abovementioned rules do not apply if the seller is estopped from relying on inconsistency to escape liability for breach of warranty. The seller may be estopped, for instance, if she has led the buyer to believe that all the conflicting warranties are performable. [ See U.C.C. § 2- 317, cmt. 2 (1951).]
Example: A metropolitan transportation authority contracted to buy a train car from a manufacturer. The
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