UNIFORM COMMERCIAL CODE
Act 174 of 1962
440.2312 Warranties of title; freedom from liens.
Sec. 2312.
(1) Subject to subsection (2) there is in a contract for sale a warranty by the seller that
(a) the title conveyed shall be good, and its transfer rightful; and
(b) the goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.
(2) A warranty under subsection (1) will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or that he is purporting to sell only such right or title as he or a third person may have.
(3) Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.
History: 1962, Act 174, Eff. Jan. 1, 1964
Notes of Decisions
Cited in
7
cases (
1 in the last 5 years), 1971–2023 · leading case:
Jones v. Linebaugh, 191 N.W.2d 142 (Mich. Ct. App. 1971).
Jones v. Linebaugh, 191 N.W.2d 142 (Mich. Ct. App. 1971).
· cites it 22× “UCC 2-312(2) (MCLA § 440.2312[2]) provides, in pertinent part: "A warranty [of title] will be excluded or modified only by * * * circumstances which give the buyer reason to know that the person selling does not claim title in himself or that he is purporting to sell only such…”
H&H Wholesale Servs., Inc. v. Kamstra Int'l, 373 F. Supp. 3d 826 (E.D. Mich. 2019).
· cites it 8× “See Mich. Comp. Laws § 440.2312 (1). And subsection (3) specifically addresses intellectual-property encumbrances on title.”
Grosse Pointe Law Firm, PC v. Jaguar Land Rover North Am., LLC, 894 N.W.2d 700 (Mich. Ct. App. 2016).
“2312; the implied warranty of merchantability, which provides that goods must (a) “pass without objection in the trade under the contract description,” (b) “in the case of fungible goods, are of fair quality within the description,” (c) “are fit for the ordinary purpose for…”
Ashh, Inc. v. All About It, LLC, 475 F. Supp. 3d 676 (E.D. Mich. 2020).
· cites it 6× “§ 440.2312 cmt. 3. For these reasons, the Court finds that All About It’s third-party complaint states plausible claims for indemnification under § 440.”
Conifer Holdings Inc v. Innovative Network Solutions Inc, No. 361868 (Mich. Ct. App. Aug. 24, 2023).
· cites it 2× “The implied warranty of title is found in MCL 440.2312, which provides: (1) Subject to subsection (2) there is in a contract for sale a warranty by the seller that (a) the title conveyed shall be good, and its transfer rightful; and (b) the goods shall be delivered free from any…”
H&H Wholesale Servs., Inc. v. Kamstra Int'l, B.V., No. 2:17-cv-13422 (E.D. Mich. Dec. 14, 2020).
· cites it 2× “If Abbott’s allegations are true, which H&H denies, Kamstra violated Michigan’s Uniform Commercial Code, MCL § 440.2312.” (ECF No. 77, PageID.1240 (emphasis added)).”
Grosse Pointe Law Firm Pc v. Jaguar Land Rover North Am., No. 326312 (Mich. Ct. App. Sept. 22, 2016).
“onclude otherwise would 7 The implied warranties under Article 2 are as follows: The implied warranty of title and against infringement, which provides that “title conveyed shall be good, and its transfer rightful” and that “the goods shall be delivered free from any security…”
Mich. Comp. Laws § 440.2312(2): 1 case
Jones v. Linebaugh, 191 N.W.2d 142 (Mich. Ct. App. 1971).
“UCC 2-312(2) (MCLA § 440.2312[2]) provides, in pertinent part: "A warranty [of title] will be excluded or modified only by * * * circumstances which give the buyer reason to know that the person selling does not claim title in himself or that he is purporting to sell only such…”
Mich. Comp. Laws § 440.2312(3): 1 case
Ashh, Inc. v. All About It, LLC, 475 F. Supp. 3d 676 (E.D. Mich. 2020).
“§ 440.2312 cmt. 3. For these reasons, the Court finds that All About It’s third-party complaint states plausible claims for indemnification under § 440.”
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