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Legal Memorandum: Modification or Impairment of Rights and Remedies

Issue: IN MINNESOTA, WHETHER A PLAINTIFF’S REMEDIES FOR BREACH OF EXPRESS WARRANTIES ARE NOT LIMITED TO A DEFENDENT’S OFFER OF REPLACEMENT EQUIPMENT.

Area of Law: Litigation & Procedure, Personal Injury & Negligence
Keywords: Breach of express warranties; Remedy disclaimers; Conspicuous
Jurisdiction: Minnesota
Cited Cases: None
Cited Statutes: Minn. Stat. § 336.2A-503(2); Minn. Stat. § 2-719; Minn. Stat. § 336.2A-508
Date: 01/01/2006

“[U]nless the remedy is expressly agreed to be exclusive,” a lessee may resort to any remedy provided in the Article on leases.  Minn. Stat. § 336.2A-503(2).  There is no modern law or authority that holds that, when there is no valid agreement limiting remedies, a lessee is  not entitled to any remedy whatsoever merely because it chooses not to accept the remedy offered by the breaching lessor.  To the contrary, Minnesota law provides a number of remedies to the lessee.  See Minn. Stat. § 336.2A-508.

Although the “conspicuous” requirement is not expressly made applicable to remedy disclaimers by statute, courts that have addressed the issue have read a requirement of conspicuousness into limitation of liability and remedy disclaimers as well.  See Stauffer Chem. Co. v. Curry, 778 P.2d 1083, 1092-94 (Wyo. 1989); Seibel v. Layne & Bowler, Inc., 641 P.2d 668, 671 (Ore. 1982); Insurance Corp. of N. Am. v. Automatic Sprinkler Corp. of N. Am.,  423 N.E.2d 151, 155 (Ohio 1981). 

The official comment 1 to Minn. Stat. § 2-719 states that a remedy limitation should be stricken as unconscionable when it fails to provide at least “minimum adequate remedies.” When the Lease Agreement provides no remedies for breach of warranty,  the Agreement provides no adequate minimum remedies and the remedy limitation provision, must be stricken as unconscionable.

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