Northland Industries v. Koba presented a clash between the UCC’s implied warranty of merchantability and the express terms of an asset purchase agreement. Held: “Subject to exceptions not applicable here, an asset purchaser inherits none of the asset seller’s liability absent an agreement to do so. Based on the asset-purchase agreement’s plain and unambiguous language, the Buyer’s express assumption of the written warranty for repair or replacement of defective treadmill parts was not an assumption of a warranty of merchantability implied by law.” No. 19-0835 (Oct. 23, 2020).

Please follow and like us: