Okla. Stat. tit. 12A § 2A-214

Current through Laws 2024, c. 453.

Section 2A-214 - Exclusion or modification of warranties

(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of Section 11 of this act on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.

(2) Subject to subsection (3) of this section, to exclude or modify the implied warranty of merchantability or any part of it the language must mention "merchantability", be by a writing, and be conspicuous. Subject to subsection (3) of this section, to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, "There is no warranty that the goods will be fit for a particular purpose."

(3) Notwithstanding subsection (2) of this section, but subject to subsection (4) of this section:

(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is", or "with all faults", or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;

(b) if the lessee before entering into the lease 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 that an examination ought in the circumstances to have revealed; and

(c) an implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.

(4) To exclude or modify a warranty against interference or against infringement (Section 20 of this act) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.

Okla. Stat. tit. 12A, § 2A-214

Added by Laws 1988, HB 1683, c. 86, § 23, eff. 11/1/1988.

Oklahoma Code Comment

Subsections (2) and (3) allow one or both implied warranties of quality to be disclaimed by the parties; that is, removed as a term of the lease contract. As to the distinction between "lease agreement" and "lease contract" in relation to warranty, compare § 2A-103(1)(k) with § 2A-103(1)(1). Subsection (4) permits the same result for the implied warranties against interference or infringement. Circumstances and conduct also may operate to exclude implied warranties.

These provisions would not appear to change Oklahoma law as to the ability of a lessor to disclaim warranties. In Citicorp Leasing, Inc. v. Allied Institutional Distrib., Inc., 454 F.Supp. 511 (W.D.Okla.1977), the court cited Smith v. Sharpensteen, 521 P.2d 394 (Okla.1974), as an opinion where the Oklahoma court upheld a warranty disclaimer in a lease with reference to the rule expressed in 12A Oklahoma Statutes § 2-316(2). As the transaction in the Smith case was described as a "lease-purchase", it is not clear whether the court was applying § 2-316(2) directly to what it considered to be a sale, or extending its policy as appropriate to a lease transaction. In any event, the older decision in Oklahoma Petroleum & Gasoline Co. v. Winship, 200 P. 844 (Okla.1921), clearly held that no implied warranty of fitness was applicable where the express contract of bailment fixed the rights, duties and liabilities of the parties.

The Article 2A provisions are more protective than the rules articulated in the above cases. Not just any written or oral disclaimer will suffice; under the provisions of Article 2A a disclaimer must be written and conspicuous and use language that in common understanding calls the attention of the lessee to the exclusion and makes it plain that there is no implied warranty. Subsections (2), (3) and (4) then provide further guidance and some statutory examples of sufficient wording for particular disclaimers. It is open to question whether the latitude allowed in the Smith case for a disclaimer which did not meet the statutory standard, but which was upheld because it was read and assertedly understood by the person against whom it was asserted, is good law. Utilizing a subjective standard as in the Smith case can open a pandora's box; the protection of the Article 2A provisions (as well as those of Article 2) should be interpreted to involve an application of objective tests of notice and of understanding.

The 1991 amendments make no change here.