Can buyers avoid 'as is' warranty disclaimers in vehicle sales contracts? Rawson v. Conover Explained

In Rawson v. Conover, the Utah Supreme Court addressed whether conspicuous “as is” warranty disclaimers in vehicle sales contracts can be overcome by oral representations about the vehicle’s condition and safety.

Background and Facts

The Rawsons purchased a rebuilt salvage van through K&K Sales, a licensed motor vehicle dealership. The seller, Clark, told them the van had been properly repaired and was safe for family use. However, the Rawsons signed multiple documents containing conspicuous “as is” disclaimers, including a sales agreement stating “NO WARRANTIES, EXPRESS OR IMPLIED” and a Buyer’s Guide with large bolded text reading “AS IS – NO WARRANTY.” After an unrelated accident months later, mechanics discovered extensive prior damage that allegedly made the van unsafe.

Key Legal Issues

The court addressed whether the Rawsons could pursue claims for fraud, tortious misrepresentation, violations of consumer protection statutes, and breach of express and implied warranties despite signing comprehensive warranty disclaimers.

Court’s Analysis and Holding

The Utah Supreme Court affirmed summary judgment for defendants on all claims. For the warranty claims, the court held that the conspicuous “as is” disclaimers effectively excluded both implied warranties of merchantability and fitness for a particular purpose under Utah Code Ann. § 70A-2-316. The disclaimers specifically mentioned “merchantability” and “fitness for a particular purpose” as required by the Utah Uniform Commercial Code.

Regarding express warranties, even assuming Clark’s oral statements about proper repairs could constitute warranties, the written agreements explicitly stated that “No agreement, verbal or otherwise, not contained in writing in this agreement will be recognized.” The court noted that the Buyer’s Guide warned that “Spoken promises are difficult to enforce” and advised buyers to request written promises.

Practice Implications

This decision demonstrates the enforceability of properly drafted warranty disclaimers in vehicle sales. For effective disclaimers, the language must be conspicuous and specifically mention the types of warranties being disclaimed. The court’s analysis reinforces that oral representations cannot override comprehensive written disclaimers that comply with UCC requirements. Practitioners should carefully review disclaimer language and consider whether circumstances might indicate the disclaimers should not apply under Utah Code Ann. § 70A-2-316(3)(a).