Demystifying Legalese in Contracts, Part II

This is a post by guest blogger Jonathan I. Ezor.

The first blog in this series discussed how while some words do have legal weight, agreements should still be written in clear, understandable language in order to do what they’re meant to. When it comes to legal “magic words,” one of the major ones is “warranty.” Merriam-Webster defines it as:

1 a : a real covenant binding the grantor of an estate and the grantor’s heirs to warrant and defend the title b : a collateral undertaking that a fact regarding the subject of a contract is or will be as it is expressly or by implication declared or promised to be
2 : something that authorizes, sanctions, supports, or justifies : warrant
3 : a usually written guarantee of the integrity of a product and of the maker’s responsibility for the repair or replacement of defective parts

Law.com’s dictionary takes a different approach:

n. a written statement of good quality of merchandise, clear title to real estate or that a fact stated in a contract is true. An “express warranty” is a definite written statement and “implied warranty” is based on the circumstances surrounding the sale or the creation of the contract.

It’s a broader definition, encompassing not only product quality but “that a fact stated in a contract is true.” What warranties (may) do in agreements is provide enforcement not only for acts but for the underlying assumptions.

With contracts for selling goods, laws like the Uniform Commercial Code may insert warranties automatically unless the parties “disclaim” them. For services, though, the warranties will stand on their own, and need to be written and read very carefully to understand what they do and don’t promise.