A Minnesota business that sells goods to consumers owes every warranty it makes, and in a consumer sale it also owes an implied warranty that the goods are merchantable unless it disclaims that warranty in the one way Minnesota allows. The rules are statutory. Minnesota’s consumer warranty statutes (Minn. Stat. §§ 325G.17 to 325G.20) set the consumer-sale rules, the Uniform Commercial Code (“UCC”) Article 2 in chapter 336 supplies the remedy rules, and the federal Magnuson-Moss Warranty Act governs any written warranty on a consumer product.

This page is written for the manufacturer, distributor, or retailer on the receiving end of a consumer’s warranty claim. Minnesota’s consumer statutes reach a “consumer sale,” which § 325G.17 subd. 2 defines as 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.” The federal Act defines its reach by the product: a “consumer product” means “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)), and a “consumer” means “a buyer (other than for purposes of resale) of any consumer product” (§ 2301(3)). Business-to-business warranty disputes fall under my broader Minnesota contracts practice, and new cars have their own statute, Minn. Stat. § 325F.665, discussed in warranty claims in car dealership contracts.

What warranty obligations does a Minnesota seller owe a consumer?

A Minnesota seller in a consumer sale owes an implied warranty of merchantability and every express warranty the seller makes. It also owes an implied warranty of fitness when it has reason to know the goods are required for a particular purpose and that the buyer is relying on its skill or judgment to select or furnish suitable goods. Each business in the chain must honor the express warranty it wrote.

Under Minn. Stat. § 325G.18 subd. 1, “every consumer sale in this state shall be accompanied by an implied warranty that the goods are merchantable” unless the seller disclaims it under subdivision 2. The same subdivision adds an implied warranty of fitness “in a consumer sale where the seller has reason to know that the goods are required for a particular purpose and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods.” The UCC reaches the same merchantability duty for any seller that “is a merchant with respect to goods of that kind,” unless the warranty is excluded or modified under § 336.2-316 (Minn. Stat. § 336.2-314). Merchantable goods must at least be “fit for the ordinary purposes for which such goods are used” (§ 336.2-314(2)(c)).

Express warranties come from what you say about the product. Under Minn. Stat. § 336.2-313, “Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.” Sales talk is different: “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” (§ 336.2-313(2)).

Minnesota assigns each written warranty to the business that made it. Under Minn. Stat. § 325G.19 subd. 2, “the manufacturer shall honor an express warranty made by the manufacturer; the distributor shall honor an express warranty made by the distributor; and the retail seller shall honor an express warranty made by the retail seller.” I suggest gathering every statement that went out with the product (the warranty card, the packaging, the online listing, and the receipt), because any of them can carry an affirmation the buyer relied on.

When can a seller disclaim implied warranties in a Minnesota consumer sale?

A seller can disclaim implied warranties in a Minnesota consumer sale only by selling “as is” with a conspicuous pre-sale writing that meets § 325G.18 subd. 2. An express warranty on new goods may not itself disclaim implied warranties, and federal law closes the route whenever the seller gives a written warranty or a qualifying service contract.

The Minnesota writing must be conspicuous and must clearly inform the buyer “prior to the sale, in simple and concise language” of two things: that the goods are sold “as is” or “with all faults,” and that “the entire risk as to the quality and performance of the goods is with the buyer” (§ 325G.18 subd. 2). The express warranty itself cannot carry the disclaimer: “No express warranty arising out of a consumer sale of new goods shall disclaim implied warranties of merchantability, or, where applicable, of fitness” (§ 325G.19 subd. 1).

Federal law adds a parallel bar. A supplier may not disclaim or modify an implied warranty on a consumer product if it “makes any written warranty to the consumer with respect to such consumer Product,” or enters into a service contract with the consumer at the time of sale or within the period the statute sets (15 U.S.C. § 2308(a)). The Act allows one adjustment, to time: “For purposes of this chapter (other than section 2304(a)(2) of this title), 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)). The Act also provides: “Nothing in this chapter shall invalidate or restrict any right or remedy of any consumer under State law” (15 U.S.C. § 2311(b)(1)). That duration limit is not available for a full warranty, because a full warranty “may not impose any limitation on the duration of any implied warranty on the product” (§ 2304(a)(2)). A disclaimer that breaks these rules “shall be ineffective for purposes of this chapter and State law” (§ 2308(c)).

The UCC’s general disclaimer rules in Minn. Stat. § 336.2-316 apply to sales generally, and how Minnesota warranties are created and disclaimed walks through them.

How does a repair-or-replace warranty limit what you owe?

A seller that cannot disclaim implied warranties can still limit the consumer’s remedy, for example to repair or replacement. Minnesota allows the limit “as provided in chapter 336,” and the limit is the only remedy only if the warranty expressly says it is exclusive.

Minn. Stat. § 325G.18 subd. 1 states: “A seller may, however, limit damages or remedies for breach of implied warranties as provided in chapter 336.” Chapter 336 permits a warranty to limit the buyer’s remedies, “as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts” (Minn. Stat. § 336.2-719(1)(a)). Wording matters, because “resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy” (§ 336.2-719(1)(b)). The drafting points are collected in sole and exclusive remedy clauses.

Federal law sorts a written warranty on a consumer product into one of two labels. If the written warranty does not meet the federal minimum standards in § 2304, it “shall be conspicuously designated” a limited warranty (15 U.S.C. § 2303(a)). The designation rule applies “only to warranties which pertain to consumer products actually costing the consumer more than $10” (§ 2303(d)) and not already designated full. A warranty labeled “full” takes on four duties under 15 U.S.C. § 2304(a):

  1. The warrantor “must as a minimum remedy such consumer product within a reasonable time and without charge” for a defect, malfunction, or failure to conform.
  2. The warrantor “may not impose any limitation on the duration of any implied warranty on the product.”
  3. A consequential-damages exclusion must conspicuously appear “on the face of the warranty.”
  4. After “a reasonable number of attempts” to fix a defect, the warrantor “must permit the consumer to elect either a refund for, or replacement without charge of, such product or part (as the case may be).”

I suggest choosing between a full and a limited warranty before the warranty is printed, because a full warranty commits you to the refund-or-replacement election once repairs fail.

What happens when repairs do not fix the product?

When repairs do not fix the product within a reasonable time, the repair-only limit stops protecting the seller. Under Minn. Stat. § 336.2-719(2), “remedy may be had as provided in this chapter,” which can include revoking acceptance and recovering the purchase price.

The statute provides: “Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter” (§ 336.2-719(2)). The Minnesota Supreme Court applied that rule to a consumer’s new car in Durfee v. Rod Baxter Imports, Inc., 262 N.W.2d 349 (Minn. 1977). The car stalled repeatedly over months of repair visits, and the district court found it could not or would not be placed in reasonably good operating condition. The owner’s manual limited the buyer to repair or replacement of defective parts.

The court explained when that kind of limit holds and when it fails. “So long as the seller repairs the goods each time a defect arises, a repair-and-replacement clause does not fail of its essential purpose.” “But if repairs are not successfully undertaken within a reasonable time, the buyer may be deprived of the benefits of the exclusive remedy.” The court let the buyer revoke acceptance and recover the purchase price. It also held: “Where a buyer has justifiably revoked acceptance, this clause [§ 336.2-719(2)] precludes the invocation of a clause limiting liability with respect to the recovery of incidental damages.”

Revocation is the consumer’s tool for returning the product. Under Minn. Stat. § 336.2-608(1), “The buyer may revoke an acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if it was accepted,” including “on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured.” Revocation has limits of its own: it “must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects,” and “It is not effective until the buyer notifies the seller of it” (§ 336.2-608(2)). For a seller, the practical point is that each failed repair visit builds the consumer’s case. I suggest offering a replacement or refund once repairs on the same defect are not working, because a buyer who revokes acceptance after a failed remedy can recover incidental damages as well as the price, as in Durfee, and a full warranty requires that election anyway under § 2304(a)(4).

What must a consumer prove, and when must the consumer tell you?

A consumer who kept the product must prove the breach and must notify the seller within a reasonable time after the consumer discovers or should have discovered the breach, or lose every remedy. When a warranty claim accrues depends on whether the warranty explicitly covers future performance.

Under Minn. Stat. § 336.2-607(3)(a), “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.” The proof burden is also on the buyer: “The burden is on the buyer to establish any breach with respect to the goods accepted” (§ 336.2-607(4)). Those two rules are the starting points for defending a merchantability claim, and they make the date of the customer’s first complaint worth recording.

Timing to sue is governed by Minn. Stat. § 336.2-725. Under subsection (2), “A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.” A warranty that explicitly extends to future performance can therefore start the clock later than one that does not. The same section states: “This section does not apply to claims against sellers of goods 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.” A consumer sale is not a sale between two merchants, so that exception can reach a consumer’s claim for damage to other property. The section also excludes “actions for the breach of any contract for sale of a grain storage structure or other goods that are incorporated into an improvement to real property, except equipment and machinery,” which it makes subject only to Minn. Stat. § 541.051. I suggest reading the current text of § 336.2-725 against your own facts before treating any claim as late, because the period and its exceptions control the answer.

What conditions can your warranty place on warranty service?

Federal law bars a warranty on a consumer product costing the consumer more than $5 from requiring the consumer to use a named brand of parts or service, unless you provide them free. A full warranty can ask the consumer for little beyond notice, and any written warranty can require a compliant dispute procedure before suit.

Under 15 U.S.C. § 2302(c), “No warrantor of a consumer product may condition his written or implied warranty of such product 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.” The Federal Trade Commission may waive that bar only on the showings the subsection lists. Section 2302 applies “only to warranties which pertain to consumer products actually costing the consumer more than $5” (§ 2302(e)). The Federal Trade Commission’s interpretation of the bar adds: “This does not preclude a warrantor from expressly excluding liability for defects or damage caused by “unauthorized” articles or service; nor does it preclude the warrantor from denying liability where the warrantor can demonstrate that the defect or damage was so caused” (16 C.F.R. § 700.10(c)).

A full warranty carries two more rules. In meeting its duties, “the warrantor shall not impose any duty other than notification upon any consumer as a condition of securing remedy,” unless the warrantor shows that a further duty is reasonable (15 U.S.C. § 2304(b)(1)). The warrantor’s duties do not apply if it can show the failure “was caused by damage (not resulting from defect or malfunction) while in the possession of the consumer, or unreasonable use (including failure to provide reasonable and necessary maintenance)” (§ 2304(c)).

A warranty can also route disputes to an informal procedure first. If the warrantor sets up a procedure that meets the Federal Trade Commission’s rules and the written warranty requires its use, “the consumer may not commence a civil action (other than a class action) under subsection (d) of this section unless he initially resorts to such procedure” (15 U.S.C. § 2310(a)(3)).

What can a consumer recover from a seller in a warranty case?

A consumer can recover the difference between the product’s value as delivered and as warranted, plus incidental and consequential damages in a proper case. Under the federal Act, a consumer who finally prevails may also be awarded attorneys’ fees.

The UCC measure for a kept product “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)). Consequential damages include “injury to person or property proximately resulting from any breach of warranty” (Minn. Stat. § 336.2-715(2)(b)). A seller may limit consequential damages “unless the limitation or exclusion is unconscionable” (§ 336.2-719(3)); the drafting side is covered in limitation of liability clauses.

The federal Act lets a consumer sue and seek fees. A consumer damaged by a failure to comply with “a written warranty, implied warranty, or service contract, may bring suit for damages and other legal and equitable relief” (15 U.S.C. § 2310(d)(1)). That right is “Subject to subsections (a)(3) and (e),” which can require an informal dispute procedure first and a reasonable opportunity to cure, both before most individual suits and before a class action proceeds past establishing the named plaintiffs’ representative capacity. If the consumer finally prevails, the court may award “cost and expenses (including attorneys’ fees based on actual time expended),” unless it decides fees would be inappropriate (§ 2310(d)(2)).

Minnesota adds a second fee route. “A violation of sections 325G.17 to 325G.20 shall be treated as a violation of section 325F.69” (Minn. Stat. § 325G.20), which is part of the Prevention of Consumer Fraud Act (Minn. Stat. § 325F.69). A person injured by a violation of that Act may sue and recover damages “including costs of investigation and reasonable attorney’s fees” under Minn. Stat. § 8.31 subd. 3a. In Hoang Minh Ly v. Nystrom, 615 N.W.2d 302 (Minn. 2000), a one-on-one sale of a restaurant, the Minnesota Supreme Court held that this statute “applies only to those claimants who demonstrate that their cause of action benefits the public.” Two justices disagreed with that holding.

Who besides the original buyer can bring a warranty claim?

A Minnesota seller’s warranty reaches anyone who may reasonably be expected to use, consume, or be affected by the goods and who is injured by the breach. Under federal law, a later owner who gets the product while the warranty runs is also a consumer.

Minn. Stat. § 336.2-318 provides: “A seller’s warranty whether express or implied extends to any person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. A seller may not exclude or limit the operation of this section.”

The federal definition reaches transferees as well. A “consumer” includes “any person to whom such product is transferred during the duration of an implied or written warranty (or service contract) applicable to the product” (15 U.S.C. § 2301(3)). A buyer for purposes of resale is not a consumer under that definition. I suggest reviewing a claim from a gift recipient or a second owner the same way as a claim from the buyer, because both can fall within these definitions.

How does a retailer recover warranty costs from the manufacturer?

A manufacturer that authorizes a Minnesota retailer to do warranty repairs must pay the retailer what the retailer charges non-warranty customers for the same work. A retailer sued for breach of a warranty for which the business that sold it the goods is answerable over can give that business written notice of the suit. If the notice states that the business may come in and defend and will be bound if it does not, the business is bound by fact findings common to both cases unless it comes in and defends.

Under Minn. Stat. § 325G.19 subd. 3, “Every manufacturer who makes an express warranty pursuant to a consumer sale, who authorizes a retail seller within this state to perform services or repairs under the terms of the express warranty shall be liable to the retail seller in an amount equal to that which is charged by the retail seller for like service or repairs rendered to retail consumers who are not entitled to warranty protection.” I suggest billing the manufacturer at your posted retail rate and keeping the rate sheet, because that rate is the statutory measure.

When a consumer sues the retailer “for breach of a warranty or other obligation for which the buyer’s seller is answerable over,” the retailer may give the business that sold it the goods written notice of the suit (Minn. Stat. § 336.2-607(5)(a)). The notice works only if it says the right things: “If the notice states that the seller may come in and defend and that if the seller does not do so the seller will be bound in any action against the seller by the buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend the seller is so bound.” Contract indemnity and defense obligations run alongside this rule, as explained in a retailer’s indemnity demand on a product claim.

How should a seller respond when a warranty claim arrives?

A seller should identify which warranties apply, record when it got notice, offer the stated remedy in writing, and switch to refund or replacement if repairs keep failing. Each step tracks a rule above that either preserves a defense or caps exposure.

I suggest working through these points in order:

  1. The sale. Whether the buyer bought primarily for personal, family, or household purposes decides whether §§ 325G.17 to 325G.20 apply, and whether the goods were new decides whether § 325G.19 subd. 1 bars a disclaimer in the express warranty. The federal Act applies if the product is “normally used for personal, family, or household purposes” (§ 2301(1)) and the buyer bought “other than for purposes of resale” (§ 2301(3)).
  2. The warranties. The written warranty, the product listing, and the packaging show which express warranties exist and which business made each one, which decides who must honor it under § 325G.19 subd. 2 and against whom a federal warranty suit can enforce it under § 2310(f). Under the Federal Trade Commission’s interpretation in 16 C.F.R. § 700.4, a seller’s own representations “in connection with the offer or sale of a warranted product may obligate that supplier under the Act.”
  3. The notice date. A dated record of the first complaint lets you measure the reasonable-time rule in § 336.2-607(3)(a).
  4. A written offer of the warranty remedy. A prompt offer gives you the reasonable opportunity to cure that § 2310(e) requires before most individual federal warranty suits.
  5. A log of each repair attempt. Under Durfee, a repair limit holds while repairs succeed and fails when they do not succeed within a reasonable time, so the log shows which side of that line you are on.
  6. Your own conditions. A denial based on another brand’s parts or service runs into § 2302(c) unless the failure falls within a defense the law recognizes.

A defect that could injure someone raises separate federal reporting questions, covered in reporting a defective product and running a recall.

Can we deny warranty service because the customer used another brand's parts?

Not as a warranty condition. On products actually costing consumers over $5 (§ 2302(e)), 15 U.S.C. § 2302(c) bars conditioning a written or implied warranty on using an article or service identified by brand, trade, or corporate name, unless provided free or under an FTC waiver. The FTC’s interpretation (16 C.F.R. § 700.10(c)) permits expressly excluding, or denying upon demonstrating, liability for defects or damage caused by unauthorized articles or service. Section 2304(c) excuses a full warranty’s remedy duties if the warrantor shows unreasonable use, or damage (not resulting from defect or malfunction) in the consumer’s possession, caused the failure.

Can a customer sue us for negligence when a product simply stops working?

Not for compensatory damages for the product’s own failure. Under Minn. Stat. § 604.101, subd. 3, a buyer may not bring a product defect tort claim against a seller for compensatory damages unless the defect harmed the buyer’s other tangible personal property or real property. A common law misrepresentation claim about the goods requires an intentional or reckless misrepresentation (subd. 4). The section does not apply to claims for injury to the person (subd. 2).

Does a customer have to let us fix the problem before filing a lawsuit?

For a warranty suit under the federal Magnuson-Moss Warranty Act, generally yes. Apart from warranties requiring an informal dispute procedure, 15 U.S.C. § 2310(e) bars an individual suit unless the warrantor is afforded a reasonable opportunity to cure, and a class action may not proceed past establishing the named plaintiffs’ representative capacity until then. If your written warranty requires a dispute procedure that meets the Federal Trade Commission’s rules, the consumer must use it first (15 U.S.C. § 2310(a)(3)). Under Minnesota’s UCC, the buyer must notify the seller of breach within a reasonable time (Minn. Stat. § 336.2-607(3)(a)).

Can our warranty exclude damages for injuries the product causes?

In a consumer sale, that exclusion is presumed invalid. Under Minn. Stat. § 336.2-719(3), limiting consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable. A seller also may not exclude or limit Minn. Stat. § 336.2-318, which extends its warranties to any person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. If you give a full warranty, any consequential-damages exclusion must conspicuously appear on the face of the warranty (15 U.S.C. § 2304(a)(3)).

Is a retailer responsible for the manufacturer's written warranty?

Not as a mere reseller. Minn. Stat. § 325G.19, subd. 2, requires each business to honor the express warranty it made, and in a suit under 15 U.S.C. § 2310, written-warranty rights may be enforced only against the warrantor that made it and no other person (§ 2310(f)). Under the FTC’s interpretation (16 C.F.R. § 700.4), a seller deemed under state law to have adopted that warranty is also obligated under the Act. Implied warranties remain: Minn. Stat. § 325G.18, subd. 1, attaches merchantability to every consumer sale unless properly disclaimed, and § 336.2-314(1) implies it for merchants.

Do Minnesota rules apply if our warranty terms pick another state's law?

Possibly not for the UCC rules. Under Minn. Stat. § 336.1-301(a), when a transaction bears a reasonable relation to Minnesota and to another state, the parties may agree that the other state’s law governs their rights and duties. The federal Magnuson-Moss Warranty Act is federal law, and under 15 U.S.C. § 2308(c) a disclaimer made in violation of that section is ineffective for purposes of the Act and state law. I suggest reviewing the clause against the specific sale, because whether the other state bears a reasonable relation to it depends on the facts.

Handling Consumer Warranty Claims in Minnesota

A Minnesota seller facing a consumer warranty claim owes the warranties it wrote and, in a consumer sale, an implied warranty of merchantability that Minnesota and federal law make hard to disclaim. The seller can limit the remedy to repair or replacement, but that limit holds only while repairs succeed within a reasonable time. The consumer must give timely notice and prove the breach, and a consumer who wins under the federal Act may recover attorneys’ fees. For related contract issues, see my contracts practice. If you would like me to analyze a warranty claim or your warranty terms and tell you where you stand, email [email protected] with a brief description. I will start an intake and conflict check before you send any confidential documents.