Utah Supreme Court
Can sales brochures containing subjective claims create express warranties? Boud v. SDNCO, Inc. Explained
Summary
Joseph Boud purchased a luxury yacht based partly on a sales brochure containing a photograph and caption describing the yacht as offering the ‘best performance’ and ‘superb handling’ in its class. When the yacht experienced mechanical and electrical problems, Boud sought rescission claiming breach of express warranty, deceptive sales practices, and negligent misrepresentation. The district court granted summary judgment for the defendants.
Practice Areas & Topics
Analysis
The Utah Supreme Court’s decision in Boud v. SDNCO, Inc. provides important guidance on when promotional materials create express warranties versus when they constitute mere puffery.
Background and Facts
Joseph Boud purchased a luxury yacht for over $150,000 based partly on a manufacturer’s sales brochure. The brochure contained a photograph of the yacht model and a caption describing it as offering the “best performance” and “superb handling” in its class. When the yacht experienced mechanical and electrical problems including gear shifting difficulties, alarm malfunctions, and air conditioning failures, Boud sought rescission claiming the brochure created an express warranty that was breached.
Key Legal Issues
The court addressed three primary questions: (1) whether the brochure’s photograph and caption created an express warranty under Utah Code section 70A-2-313; (2) whether the manufacturer engaged in deceptive sales practices; and (3) whether the promotional materials constituted negligent misrepresentations.
Court’s Analysis and Holding
The court held that the brochure did not create an express warranty because the language was subjective opinion rather than objective fact. Terms like “best performance” and “superb handling” were inherently subjective and could not be objectively verified. The court distinguished between statements that are “objectively measurable” versus those that constitute mere “puffery.” Additionally, the written sales contract contained clear disclaimer language that superseded any prior warranties and established the limited warranty as the exclusive remedy.
Practice Implications
This decision reinforces that promotional materials using subjective terminology will likely be deemed puffery rather than express warranties. Practitioners should carefully analyze whether challenged statements are objectively verifiable or merely subjective opinions. The case also demonstrates the effectiveness of well-drafted integration clauses and warranty disclaimers in sales contracts to supersede any express warranties created during negotiations.
Case Details
Case Name
Boud v. SDNCO, Inc.
Citation
2002 UT 83
Court
Utah Supreme Court
Case Number
No. 20001020
Date Decided
August 13, 2002
Outcome
Affirmed
Holding
A yacht manufacturer’s sales brochure containing subjective language such as ‘best performance’ and ‘superb handling’ constituted mere opinion or puffery and did not create an express warranty, and any express warranty was disclaimed by the written sales contract.
Standard of Review
Correctness for legal decisions regarding summary judgment, with no deference to the trial court
Practice Tip
When reviewing warranty disclaimers in sales contracts, ensure that integration clauses clearly disclaim any express warranties that might have been created during negotiations or through promotional materials.
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