Seixas and Seixas v. Woods (1804)
Prof. Bill Long
Warranty Comes to America
This case, decided by the NY Supreme Court in 1804 (2 Caines 48), was the case through which the English doctrine of warranty of goods came into American jurisprudence. In short, that doctrine provided that unless a seller had expressly warranted his goods (probably through use of the words "I warrant") or had known of defects in the goods and deliberately misrepresented them, then no action for breach of warranty would lie. This case would be overturned later in the century, but we ought to pause on it here in order to understand the workings of the common law rule, a rule in place for 250 years.
Facts and Argument in the Case
As the court says with admirable brevity: "THIS was an action on the case for selling peachum wood for brazilletto. The former worth hardly any thing, the latter of considerable value." Defendant Woods was an agent for a lumber concern and picked up the wood for his employer along with an invoice that said the wood was brazilletto. He then sold the wood in question also with an invoice stating it was brazilletto. He did not know it was peachum, nor was evidence put on at trial that he knew it was peachum. Only later, after plaintiff had picked up the wood, paid for it (at the higher price) and defendant had remitted the money to his employer, did plaintiff discover the wood to be peachum. Suit was brought against the agent and verdict was taken for the plaintiffs.
On appeal, after the arguments of parties were given (as is customary in 19th century legal opinions), the court stated the issues as: (1) whether an action could be maintained to recover back the consideration money paid in the circumstances of the case; and (2) whether the defendant, who acted as an agent, could be made responsible.* The court first asked if there was an implied
[*The court never addressed the issue of whether the lumber company itself might be liable, but the doctrine of privity of contract would probably disallow such an action. Older cases are often maddeningly imprecise or incomplete in telling the facts of a case or the scope of legal remedies sought by or available to a plaintiff.]
warranty in the sale. The doctrine of implied warranty (i.e., with the sale of new goods comes a warranty that they would be fit for ordinary purposes) wouldn't really develop until later in the 19th century, and so the court collapsed its question into the question of express warranty. "From an examination of the decisions in courts of common law, I can find no case where an action has been sustained under similar circumstances: an express warranty, or some fraud in the sale, are deemed indispensably necessary to be shown" (the court cites Chandelor).
Yet then, as now, there was a "progressive" law professor who felt that the doctrine of Chandelor ought to be replaced. In his Vinerian lectures**, Richard Wooddeson said that a "very unconscientious"
[**The year is not stated, but the Vinerian Chair in the common law was only established in the 1760s, with William Blackstone being the occupant. Wooddeson was the third holder of the chair.]
maxim (i.e., the holding of Chandelor) had prevailed for a long time, a maxim which reflects the doctrine of caveat emptor, which signifies to the buyer that s/he must be on guard as s/he purchaes goods. But this doctrine, Wooddeson argues, "is now exploded, and a more reasonable principle has succeeded, that a fair price implies a warranty, and that a man is not supposed, in the contract of sale, to part with his money without expecting an adequate compensation." Thus, Wooddeson would gently expand the doctrine of warranty to include cases of mistake, as well as fraud, where it could be shown that a person didn't get what s/he paid for. It sounds like a reasonable evolution of law, doesn't it?
The Court's Decision
The court, however, was unwilling to follow Wooddeson's advice. "The modern and improved doctrine, as he calls it, however reasonable and just it may at first seem, does not appear to be fortified by adjudged cases. They all determine, either that there must be an express warranty, or some fraud on the part of the vendor." Important also for the court in pursuing a conservative direction was John Fonblanque's (1760-1838) widely--read Treatise on Equity. If we can slog through some early 19th century verbiage, we can see what Fonblanque is about. He said:
"To excite that diligence which is necessary to guard against imposition, and to secure that good faith which is necessary to justify a certain degree of confidence, is essential to the intercourse of society. These objects are attained by those rules of law which require the purchaser to apply his attention to those particulars, which may be supposed to be within the reach of his observation and judgment; and the vendor to communicate those particulars and defects, which cannot be supposed to be immediately within the reach of such attention. If the purchaser be wanting of attention to those points, where attention would have been sufficient to protect him from surprise or imposition, the maxim caveat emptor ought to apply. But even against this maxim he may provide, by requiring the vendor expressly to warrant that which the law would not imply to be warranted. If the vendor be wanting in good faith, fides servanda is the rule of law, and may be enforced, both in equity and at law."
Thus the court concludes:
"the defect now complained of was within the reach of his observation and judgment, had he bestowed proper attention. I am satisfied that according to the settled decisions in the English courts, either an express warranty, or some fraud or deceit on the part of the vendor, is necessary to be shown, in order to entitle the purchaser to the remedy sought after in the present case. I see no injustice or inconvenience resulting from this doctrine, but, on the contrary, think it is best calculated to excite that caution and attention which all prudent men ought to observe in making their contracts."
Conclusion
Thus, the Chandelor rule, articulated 200 years previously, was reaffirmed. However, there appears to be some "give" in the opinion, especially if the plaintiff could argue that the defects in the goods were hidden and could not be discovered by reasonable diligence. Later 19th century courts would then develop the doctrine of mutual mistake, which is discussed in Smith v. Zimbalist in our text, to give a way out where discovery of defect was very difficult. But, as we see, change takes time--often a lot of time. When the USA of 1906 recognized the doctrines of implied warranty and also expanded the notion of express warranty, we were in a new world. But sometimes it is good just to pause on that old world, like one might linger over photographs of great-great grandparents whom one never knew.
1736
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