Express vs. Implied Warranties in Minnesota

What is the difference between an express and an implied warranty in Minnesota?

An express warranty is something the seller affirmatively says or shows: a promise about the goods, a description of them, or a sample or model. An implied warranty, under Minnesota law, is one the law adds to the sale without anyone stating it. It attaches automatically when the sale meets the statute’s conditions (for the warranty of merchantability, that the seller is a merchant in goods of that kind), unless the contract validly disclaims it. Minnesota’s Uniform Commercial Code, Minn. Stat. ch. 336, governs both.

So you can have warranty exposure even when your written contract says nothing about warranties. To avoid the implied warranties, you have to disclaim them affirmatively, using the words and presentation the statute requires.

What kinds of statements create an express warranty (and what does not)?

Three kinds of seller conduct create express warranties under Minn. Stat. § 336.2-313(1): an affirmation of fact or promise about the goods, a description of the goods, and a sample or model, each when it becomes part of the basis of the bargain. The goods must then conform to the affirmation or the description, and the whole of the goods must conform to the sample or model. The seller does not need to use formal words such as “warrant” or “guarantee,” or to intend to make a warranty. Subsection (2) draws one line: “an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty.”

That line separates sales talk from warranties. “This is the best machine on the market” is opinion. “This machine processes 200 units per hour” is an affirmation of fact, and once it becomes part of the basis of the bargain, the seller has warranted that performance.

The risk lives in spec sheets and product literature (descriptions), salesperson conversations (affirmations of fact), and demonstration units (samples and models). An integration clause helps with the conversations: under Minn. Stat. § 336.2-202, terms set forth in a record the parties intended as a final expression of their agreement “may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement.” That rule does not remove a description written into the contract or into a document it incorporates, so I suggest reviewing your spec sheets and product descriptions before they become part of a deal. For more on exclusion language, see warranty exclusion clause.

Which types of goods are covered by implied warranties in Minnesota?

Implied warranties come with sales of goods. Article 2 of the UCC “applies to transactions in goods” (Minn. Stat. § 336.2-102(1)), and “goods” means “all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale,” other than the money in which the price is to be paid, investment securities, and things in action (Minn. Stat. § 336.2-105(1)). That covers equipment, inventory, vehicles, parts, and consumer products, new or used. Food and drink count too: “the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale” (Minn. Stat. § 336.2-314(1)).

Services alone are not goods, so a services-only contract carries no Article 2 implied warranty. For a “hybrid transaction” (Minn. Stat. § 336.2-106(5)), such as equipment sold with installation, Article 2 applies to the transaction if “the sale-of-goods aspects predominate”; if not, “only the provisions of this article which relate primarily to the sale-of-goods aspects of the transaction apply” (§ 336.2-102(2)).

Do implied warranties apply to used goods in Minnesota?

Yes, when the seller is a merchant in goods of that kind. Section 336.2-314 makes no exception for used goods, and one of its benchmarks asks whether goods “pass without objection in the trade under the contract description,” so used goods are judged as used goods of the kind described. A used-equipment dealer gives the merchantability warranty unless it disclaims it. A private seller, or a business selling off equipment it does not deal in, usually is not a merchant in those goods, although the fitness warranty can still arise.

Minnesota’s consumer warranty statute applies its implied-warranty rules only to new goods (Minn. Stat. § 325G.17, subd. 2), so a used-goods sale follows the UCC rules, plus Magnuson-Moss when a consumer product comes with a written warranty. Used cars have their own rule. A dealer selling a used car to a consumer must give a written warranty with a minimum term based on mileage, unless a statutory exclusion applies, and a dealer that fails to give it “nevertheless is considered to have given the express warranty as a matter of law” (Minn. Stat. § 325F.662, subds. 2, 3, and 5). The dealer may limit implied warranties to that warranty’s duration (subd. 7(d)).

What does the implied warranty of merchantability cover in Minnesota?

Under Minn. Stat. § 336.2-314(1), “a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind,” unless excluded or modified under § 336.2-316. The warranty sets a minimum standard: merchantable goods must be “at least such as” six benchmarks, the broadest being that they “pass without objection in the trade under the contract description” and “are fit for the ordinary purposes for which such goods are used.” Packaged goods must also be “adequately contained, packaged, and labeled as the agreement may require” and “conform to the promises or affirmations of fact made on the container or label if any.”

A merchant is “a person who deals in goods of the kind or otherwise by occupation holds out as having knowledge or skill peculiar to the practices or goods involved in the transaction” (Minn. Stat. § 336.2-104(1)). A law firm selling its used office furniture to an employee is not making a merchantability warranty; a furniture dealer making the same sale is.

Course of dealing and usage of trade can add or remove warranties. “[O]ther implied warranties may arise from course of dealing or usage of trade” (§ 336.2-314(3)), and “an implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade” (Minn. Stat. § 336.2-316(3)(c)). In a dispute, I suggest reading the contract alongside your industry’s practices and the parties’ history, because either can change what was warranted.

When does the implied warranty of fitness for a particular purpose apply?

The fitness warranty can bind any seller, merchant or not. Under Minn. Stat. § 336.2-315, it arises “[w]here the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods,” and it promises that the goods “shall be fit for such purpose.”

Both elements matter. A particular purpose is narrower than ordinary use: buying paint is ordinary use, while buying paint that will hold up to outdoor industrial conditions in a saltwater environment is a particular purpose. And the buyer must rely on the seller: a buyer who demands a product by precise specification is not relying on the seller’s judgment, while a buyer who says “I need something that will work for X” and lets the seller choose is.

If you recommend products for a buyer’s application, I suggest a written acknowledgment that the buyer chose the product based on its own engineering or specification, plus a conspicuous written fitness disclaimer.

Are there exceptions or limitations to implied warranties in Minnesota?

Yes. Implied warranties narrow or fall away when:

• the seller is not a merchant in goods of that kind, which removes merchantability but not fitness (Minn. Stat. § 336.2-314(1));
• the seller had no reason to know the buyer’s particular purpose, or the buyer did not rely on the seller’s skill or judgment, which removes fitness (Minn. Stat. § 336.2-315);
• a disclaimer or “as is” clause meets Minn. Stat. § 336.2-316, subject to stricter consumer rules;
• the buyer examined the goods before contracting, or refused to, which removes implied warranties for defects an examination ought to have revealed (§ 336.2-316(3)(b));
• course of dealing, course of performance, or usage of trade excludes or modifies them (§ 336.2-316(3)(c));
• the contract limits remedies or excludes consequential damages within Minn. Stat. § 336.2-719; or
• the four-year limitations period, or a shorter period of at least one year set by the original agreement, has run (Minn. Stat. § 336.2-725(1)).

How do you disclaim, or waive, implied warranties in Minnesota?

You can waive implied warranties, but only with language that meets Minn. Stat. § 336.2-316(2). To exclude or modify merchantability, “the language must mention merchantability and in case of a writing must be conspicuous.” To exclude or modify fitness, “the exclusion must be by a writing and conspicuous.”

The statute’s sample language covers fitness only: “Language to exclude all implied warranties of fitness is sufficient if it states, for example, that ‘There are no warranties which extend beyond the description on the face hereof.’” It does not mention merchantability, so it does not exclude merchantability. In International Financial Services, Inc. v. Franz, 534 N.W.2d 261 (Minn. 1995), a seller’s terms called its warranty “in lieu of all other warranties expressed or implied” and stated “THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION THEREOF AS HEREIN SET FORTH.” The trial court ruled that the clause disclaimed fitness but not merchantability, and the Minnesota Supreme Court held that the evidence supported the jury’s finding that the seller breached the warranty of merchantability. To reach both warranties, I suggest naming merchantability expressly.

“Conspicuous” means “so written, displayed, or presented that, based on the totality of circumstances, a reasonable person against which it is to operate ought to have noticed it,” and “[w]hether a term is ‘conspicuous’ or not is a decision for the court” (Minn. Stat. § 336.1-201(b)(10)). I suggest a heading, bold capitals or contrasting type, space around the clause, and placement where the buyer sees it before agreeing. Fine print on the back of an invoice gives the buyer little reason to notice it.

The disclaimer also has to be part of the deal. Additional terms in a written confirmation sent after the deal is made, such as an invoice, “are to be construed as proposals for addition to the contract” (Minn. Stat. § 336.2-207(2)). Between merchants they become part of the contract unless the offer expressly limited acceptance to its terms, they “materially alter it,” or the buyer objects within a reasonable time; in other sales, they remain proposals the buyer must accept.

An express warranty survives a disclaimer that cannot be reconciled with it. Words creating a warranty and words limiting it “shall be construed wherever reasonable as consistent with each other,” and, subject to the parol evidence rule in § 336.2-202, a negation or limitation “is inoperative to the extent that such construction is unreasonable” (§ 336.2-316(1)). In Hydra-Mac, Inc. v. Onan Corp., 450 N.W.2d 913 (Minn. 1990), the Minnesota Supreme Court put it this way: “When terms of an express warranty and a disclaimer cannot be reconciled, the language of the express warranty prevails.” A contract that calls the goods “industrial-grade” on page one keeps that express warranty despite a disclaimer of every warranty on page four.

Consumer sales are stricter: Minnesota limits as-is sales of new consumer goods, and federal law bars a supplier that gives its own written warranty on a consumer product, or enters into a service contract covering it at the time of sale or within 90 days after, from disclaiming that product’s implied warranties.

How does an “AS IS” clause work in Minnesota?

Minn. Stat. § 336.2-316(3)(a) offers a separate route that excludes all implied warranties at once: “unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like ‘as is,’ ‘with all faults’ or other language which in common understanding calls the buyer’s attention to the exclusion of warranties and makes plain that there is no implied warranty.” Because subsection (3) applies “[n]otwithstanding subsection (2),” an as-is clause need not mention merchantability. Since the test is whether the language calls the buyer’s attention to the exclusion, I suggest making the clause as conspicuous as a merchantability disclaimer.

In a Minnesota consumer sale of new goods, a conspicuous writing is required and the clause must say more. An as-is sale does not disclaim the implied warranties “unless a conspicuous writing clearly informs the buyer, prior to the sale, in simple and concise language each of the following: (1) the goods are being sold on an ‘as is’ or ‘with all faults’ basis; and (2) the entire risk as to the quality and performance of the goods is with the buyer” (Minn. Stat. § 325G.18, subd. 2).

Inspection is the other seller-side tool: “when the buyer before entering into the contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed” (§ 336.2-316(3)(b)). If you sell used or high-value equipment, I suggest offering an inspection in writing and recording what the buyer examined or declined to examine. For more, see enforceability of as is clauses in B2B deals and inspection rights before acceptance under UCC 2-513.

How do implied warranties affect online purchases in Minnesota?

Implied warranties apply to online sales the same way they apply in a store. Article 2 governs “transactions in goods” (Minn. Stat. § 336.2-102(1)), and neither § 336.2-314 nor § 336.2-315 depends on how the buyer places the order. A buyer who orders from a merchant’s website has the same implied warranties as one who buys at a counter.

A website disclaimer has to pass the same tests as a paper one:

• It can be a writing. Under Minnesota’s Uniform Electronic Transactions Act, “[i]f a law requires a record to be in writing, an electronic record satisfies the law” (Minn. Stat. § 325L.07(c)). The act covers Article 2 sales (Minn. Stat. § 325L.03(b)(1)) between parties who agree to transact electronically, which can be shown by “the parties’ conduct” (Minn. Stat. § 325L.05(b)).
• It must be conspicuous under the totality-of-circumstances test (§ 336.1-201(b)(10)). A disclaimer reachable only through a footer link labeled “Terms” gives the buyer little reason to notice it.
• It must come in time. A consumer as-is disclaimer for new goods must reach the buyer “prior to the sale” (§ 325G.18, subd. 2), and additional terms first sent in an order confirmation are, if the contract formed at checkout, “proposals for addition to the contract” (§ 336.2-207(2)).

I suggest placing the disclaimer on the checkout page itself, in bold capitals or contrasting type, next to the order button, with a box the buyer checks to agree. If you give your own written warranty on a consumer product, or enter into a service contract covering it at the time of sale or within 90 days after, Magnuson-Moss bars the disclaimer in any sales channel. If you are the buyer, I suggest saving a copy of the product listing and checkout page, because a website can change after you buy.

How does a remedy-limitation clause work when a warranty applies?

Limiting the remedy is a separate strategy from disclaiming the warranty, and often the more practical one. Minn. Stat. § 336.2-719(1)(a) lets the agreement “provide for remedies in addition to or in substitution for those provided in this article” and “limit or alter the measure of damages recoverable,” as by limiting the buyer’s remedies “to repair and replacement of nonconforming goods or parts.” A remedy is optional “unless the remedy is expressly agreed to be exclusive” (subsection (1)(b)), so if repair or replacement is meant to be the only remedy, I suggest saying so in those words.

Two backstops apply. First, “[w]here circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter” (subsection (2)). The Minnesota Supreme Court has said that happens “if circumstances arise to deprive the limiting clause of its meaning or one party of the substantial value of its bargain,” and that “if repairs are not successfully undertaken within a reasonable time, the buyer may be deprived of the benefits of the exclusive remedy” (Durfee v. Rod Baxter Imports, Inc., 262 N.W.2d 349 (Minn. 1977)). Second, consequential damages “may be limited or excluded unless the limitation or exclusion is unconscionable,” and limiting them “for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not” (subsection (3)).

Whether a consequential-damages exclusion survives a failed repair remedy depends on the kind of sale. Between merchants, the Minnesota Supreme Court treats the two clauses as “discrete and independent contractual provisions,” so “the consequential damage exclusion is valid unless it is unconscionable,” even after the repair remedy fails (Franz). The court grounded that holding in “a contract between two merchants of relatively equal bargaining power” and said it was “not intended to establish that a consequential damage bar survives a failure of the limited repair remedy in consumer transactions that involve relatively commonplace or uncomplicated products such as automobiles and trucks.” In Jacobs v. Rosemount Dodge-Winnebago South, 310 N.W.2d 71 (Minn. 1981), a consumer case, a motorhome went back for repairs at least five times in its first year without its defects being cured. The court held that the warranties’ limits had “operated to deprive George and Laura Jacobs of the substantial value of their bargain,” making consequential damages available.

Because courts are divided on the question, as Franz noted, and your contract may be governed by another state’s law, I suggest drafting the repair remedy and the consequential-damages exclusion as separate provisions, with language stating that the exclusion applies even if the limited remedy fails of its essential purpose.

What does Magnuson-Moss change for consumer-product warranties?

For consumer products, the federal Magnuson-Moss Warranty Act adds a layer over the UCC. A “consumer product” is “any tangible personal property which is distributed in commerce and which is normally used for personal, family, or household purposes” (15 U.S.C. § 2301(1)). Under 15 U.S.C. § 2308(a), a supplier may not disclaim or modify an implied warranty to a consumer if it “makes any written warranty to the consumer with respect to such consumer product,” or if, “at the time of sale, or within 90 days thereafter,” it “enters into a service contract with the consumer which applies to such consumer product.”

The one exception is duration: “implied warranties may be limited in duration to the duration of a written warranty of reasonable duration, if such limitation is conscionable and is set forth in clear and unmistakable language and prominently displayed on the face of the warranty” (§ 2308(b)). Only a limited warranty can do that. A warranty meeting the federal minimum standards is designated a full warranty (15 U.S.C. § 2303(a)), and its warrantor “may not impose any limitation on the duration of any implied warranty on the product” (15 U.S.C. § 2304(a)(2)). A disclaimer or limitation that breaks these rules “shall be ineffective for purposes of this chapter and State law” (§ 2308(c)). Minnesota adds its own rule: “No express warranty arising out of a consumer sale of new goods shall disclaim implied warranties of merchantability, or, where applicable, of fitness” (Minn. Stat. § 325G.19, subd. 1).

The combination these rules strike is easy to create: a business pastes its commercial disclaimer into consumer terms that come with its own one-year written warranty, or it sells the buyer a service contract at the time of sale or within 90 days after. If you sell through both channels, I suggest two sets of terms.

Are implied warranties different for business vs. consumer sales in Minnesota?

Yes. The UCC rules apply to both, but Minnesota and federal law add consumer protections, and Article 2 does not “impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers” (Minn. Stat. § 336.2-102(3)(b)). In a business sale, you can disclaim with language that meets § 336.2-316, limit remedies under § 336.2-719, and, between merchants of relatively equal bargaining power, rely on a consequential-damages exclusion even if a repair remedy fails (Franz).

A Minnesota consumer sale is “a sale of new goods, or as regards an express warranty, any goods, purchased primarily for personal, family, or household purposes, and not for agricultural or business purposes” (Minn. Stat. § 325G.17, subd. 2). Minnesota adds these consumer-sale rules:

• every consumer sale “shall be accompanied by an implied warranty that the goods are merchantable,” plus the fitness warranty where its conditions are met, unless disclaimed by the as-is writing that subdivision 2 prescribes (Minn. Stat. § 325G.18);
• an express warranty cannot disclaim the implied warranties of new goods (Minn. Stat. § 325G.19, subd. 1);
• the maker of an express warranty must honor its terms (§ 325G.19, subd. 2), and a violation “shall be treated as a violation of section 325F.69,” part of Minnesota’s Prevention of Consumer Fraud Act (Minn. Stat. § 325G.20; Minn. Stat. § 8.31, subd. 1); and
• the seller “may, however, limit damages or remedies for breach of implied warranties as provided in chapter 336” (§ 325G.18, subd. 1).

Magnuson-Moss applies in addition when a consumer product comes with a written warranty or service contract. If you sell to both audiences, I suggest separate consumer terms, because a disclaimer that works in a business sale can fail each of these rules.

How long do implied warranties last in Minnesota?

For most buyers, the real question is how long they have to sue, and the answer is four years: “An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued” (Minn. Stat. § 336.2-725(1)).

The clock usually starts at delivery. “[A] cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach,” and “[a] breach of warranty occurs when tender of delivery is made” (subsection (2)); in Hydra-Mac, the Minnesota Supreme Court counted the four years from delivery of the engines. An implied-warranty claim therefore asks whether the goods were merchantable, or fit for the buyer’s purpose, when delivered. A hidden defect that existed then is a breach even if it surfaces in year three, which leaves about a year to sue.

The exception is a warranty that “explicitly extends to future performance of the goods” where “discovery of the breach must await the time of such performance”; that claim accrues “when the breach is or should have been discovered.” In Anderson v. Crestliner, Inc., 564 N.W.2d 218 (Minn. Ct. App. 1997), a written warranty that a boat’s hull and deck would be free from defects for five years qualified. The breach occurred when the manufacturer told the buyers it would not spend more money on the boat, and their suit, filed more than six years after delivery, was timely. If you are relying only on an implied warranty, I suggest counting from delivery, because the exception requires a warranty that explicitly extends to future performance.

Three more rules shape the period:

1. “By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it” (§ 336.2-725(1)). A one-year limit comes from a contract term, not from the statute’s default.
2. Under Magnuson-Moss, a limited written warranty can cap implied warranties at its own duration if the cap meets 15 U.S.C. § 2308(b); a full warranty cannot.
3. The four-year rule does not apply to goods “incorporated into an improvement to real property, except equipment and machinery,” which follow Minn. Stat. § 541.051, or to claims against sellers “for damages to property caused by the goods where the property that is damaged is not the goods and the sale is not a sale between parties who are each merchants in goods of the kind” (§ 336.2-725(4)).

Repair promises do not stop the clock by themselves. In Hydra-Mac, the court treated a buyer’s reliance on repeated repair promises as an equitable estoppel question and sent it back for trial on whether the buyer “exercised due diligence in commencing suit after it knew, or should reasonably have known,” that the repair warranties had been breached. If repairs keep failing, I suggest tracking the four years from delivery.

What does the buyer have to do after discovering a defect?

Notice comes first. Where a tender has been accepted, “the buyer must within a reasonable time after the buyer discovers or should have discovered any breach notify the seller of breach or be barred from any remedy” (Minn. Stat. § 336.2-607(3)(a)). A buyer who keeps using the goods without complaint and sues months or years later can lose on notice grounds even if the goods plainly breached the warranty.

The statute prescribes no form, but a dated written notice describing the problem is the cleanest record, and the date of notice can become a central fact in a later dispute. Whether the time was reasonable “depends on the nature, purpose, and circumstances of the action” (Minn. Stat. § 336.1-205(a)), so perishable goods can call for faster notice than capital equipment. I suggest giving written notice as soon as you identify the breach, keeping a copy, and sending another notice as more defects surface.

What can you do if a warranty claim is denied in Minnesota?

A denied claim does not end the buyer’s rights. You still have the UCC’s remedies (rejection, revocation of acceptance, and damages), and for consumer products, federal and Minnesota consumer remedies. Before you sue, these points matter:

1. Written notice. If you have not given written notice of the breach under § 336.2-607(3)(a), I suggest doing so now and keeping the denial.
2. The warranty’s dispute procedure. If a warrantor’s informal dispute settlement procedure meets the Federal Trade Commission’s rules and the written warranty requires the consumer to use it first, the consumer “may not commence a civil action (other than a class action)” under Magnuson-Moss “unless he initially resorts to such procedure” (15 U.S.C. § 2310(a)(3)). Outside a class action or a warranty with a required procedure, the warrantor must also be “afforded a reasonable opportunity to cure” before a Magnuson-Moss suit on a written or implied warranty or service contract (§ 2310(e)).
3. The reason for the denial. A warrantor may not condition a consumer product’s written or implied warranty “on the consumer’s using, in connection with such product, any article or service (other than article or service provided without charge under the terms of the warranty) which is identified by brand, trade, or corporate name,” absent a Federal Trade Commission waiver (15 U.S.C. § 2302(c)). If a denial rests only on your use of another brand’s part or service, I suggest challenging it on that ground.
4. A complaint to the Attorney General. A maker’s failure to honor the terms of its express warranty in a Minnesota consumer sale violates § 325G.19, subd. 2, and is treated as a violation of § 325F.69 (Minn. Stat. § 325G.20). The Minnesota Attorney General’s Office takes consumer complaints through its online complaint forms.
5. Vehicle laws. For a new car, Minnesota’s lemon law requires the manufacturer to replace the vehicle or refund the price, less a reasonable allowance for use, when it cannot conform the vehicle to the warranty by repairing a defect that substantially impairs its use or market value after a reasonable number of attempts (Minn. Stat. § 325F.665, subd. 3). A used car from a dealer carries the statutory warranty under § 325F.662, unless the car falls within one of the statute’s exclusions (subd. 3) or the buyer waived coverage of a disclosed defective part (subd. 4).

How can consumers enforce implied warranties in Minnesota?

Every buyer, consumer or business, enforces a breached warranty through the UCC’s remedies:

• Rejection. If the goods “fail in any respect to conform to the contract,” the buyer may reject them, subject to valid remedy limits in the contract (Minn. Stat. § 336.2-601), within “a reasonable time after their delivery or tender” and with seasonable notice to the seller (Minn. Stat. § 336.2-602(1)).
• Revocation of acceptance. A buyer may revoke acceptance of goods “whose nonconformity substantially impairs its value to the buyer” if the buyer accepted them on the reasonable assumption that the defect would be cured and it has not been “seasonably cured,” or accepted them without discovering the defect because discovery was difficult or the seller’s assurances induced the acceptance (Minn. Stat. § 336.2-608). Revocation must come within a reasonable time and before any substantial change in the goods’ condition not caused by their own defects. It “is not effective until the buyer notifies the seller of it.” The buyer may then cancel and recover “so much of the price as has been paid” (Minn. Stat. § 336.2-711(1)). In Durfee, a buyer whose new car kept stalling despite repeated repairs was entitled to revoke acceptance and recover the purchase price plus incidental damages.
• Damages. For accepted goods, after notice, “[t]he measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount” (Minn. Stat. § 336.2-714(2)). “In a proper case,” the buyer may also recover incidental and consequential damages (subsection (3)), including losses from needs the seller had reason to know of at contracting that could not reasonably be prevented by cover or otherwise, and “injury to person or property proximately resulting from any breach of warranty” (Minn. Stat. § 336.2-715(2)).

A repair-only clause does not block these remedies once the limited remedy has failed of its essential purpose, as when the seller has not made the goods right within a reasonable time (§ 336.2-719(2); Durfee; Jacobs).

You can sue the seller, and a warrantor that issued a written warranty answers for it: rights under a written warranty “may be enforced under this section only against such warrantor,” the one “actually making a written affirmation of fact, promise, or undertaking” (15 U.S.C. § 2310(f)).

Under Magnuson-Moss, a consumer “who is damaged by the failure of a supplier, warrantor, or service contractor to comply with any obligation under this chapter, or under a written warranty, implied warranty, or service contract, may bring suit for damages and other legal and equitable relief” (§ 2310(d)(1)). The suit can go to state court, or to federal court only if the amount in controversy is at least $50,000, computed on all claims in the suit (§ 2310(d)(3)). A consumer who “finally prevails” may be allowed costs and expenses, “including attorneys’ fees based on actual time expended,” unless the court finds a fee award inappropriate (§ 2310(d)(2)). For a smaller claim, Minnesota’s conciliation court hears civil claims up to $20,000 (as of October 2026, under Minn. Stat. § 491A.01, subd. 3a).

Most UCC warranty claims carry the four-year limit in § 336.2-725, usually counted from delivery, unless the contract shortened it to no less than one year or an exception in § 336.2-725(4) applies, and a consumer’s warranty claim under the used-car statute “must be commenced within one year of the expiration of the express warranty” (§ 325F.662, subd. 10). For more on consumer claims, see consumer rights.

In a Minnesota sale of goods, implied warranties attach when their conditions are met (a merchant seller for merchantability, a known purpose and the buyer’s reliance for fitness) unless they are excluded, and express warranties attach when your affirmations, descriptions, or samples become part of the basis of the bargain. A disclaimer works only when it follows the statute’s wording and presentation, and consumer sales add Minnesota and federal limits. For buyers, the key facts are prompt written notice and, for most claims, a four-year deadline that usually runs from delivery.

If you would like a second set of eyes on a specific Minnesota goods contract, disclaimer, or warranty dispute, email [email protected] with a brief description, and hold any confidential documents until an intake and conflict check are complete.

For broader context, see the Minnesota business contract attorney overview, the UCC Article 2 sale of goods primer, and the Uniform Commercial Code (UCC) law in Minnesota summary.