Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962
Michigan Compiled Laws

Mich. Comp. Laws § 440.2719 (2026)

Contractual modification or limitation of remedies.

✓ current as of July 2026
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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.2719 Contractual modification or limitation of remedies.

Sec. 2719.

    (1)  Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages

    (a) the agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or alter the measure of damages recoverable under this article, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and

    (b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.

    (2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this act.

    (3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.

History: 1962, Act 174, Eff. Jan. 1, 1964

Notes of Decisions
Cited in 32 cases (3 in the last 5 years), 1972–2025 · leading case: Traxler v. PPG Indus., Inc., 158 F. Supp. 3d 607 (N.D. Ohio 2016).
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Traxler v. PPG Indus., Inc., 158 F. Supp. 3d 607 (N.D. Ohio 2016). · cites it 4× “106, § 2-719 (3); Mich. Comp. Laws § 440.2719 (3); Mo. Rev.”
Sullivan Indus., Inc. v. Double Seal Glass Co., 480 N.W.2d 623 (Mich. Ct. App. 1991). · cites it 4× “At issue in this case is MCL 440.2719; MSA 19.2719, which provides in pertinent part: (1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitations of damages (a) the agreement may provide for remedies in…”
Kelynack v. Yamaha Motor Corp., 394 N.W.2d 17 (Mich. Ct. App. 1986). · cites it 3× “Plaintiff was awarded the unrefunded balance of his purchase money, court costs, and attorney fees in the amount of $8,520.”
In re Rust-Oleum Restore Mktg., Sales Practices & Prods. Liab. Litig., 155 F. Supp. 3d 772 (N.D. Ill. 2016). “106, § 2-719 (1); Mich. Comp. Laws § 440.2719 (1); Minn. Stat.”
Johnson v. Mobil Oil Corp., 415 F. Supp. 264 (E.D. Mich. 1976). · cites it 2× “§ 440.2719(3): Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable.”
Latimer v. William Mueller & Son, Inc., 386 N.W.2d 618 (Mich. Ct. App. 1986). · cites it 2× “MCL 440.2719(2); MSA 19.2719(2). Moreover, consequential damages may be limited or excluded unless an unconscionable result would be worked.”
Severn v. Sperry Corp., 538 N.W.2d 50 (Mich. Ct. App. 1995). · cites it 2× “Under UCC § 2-719, MCL 440.2719; MSA 19.2719, plaintiffs were limited to defendant's written warranty, providing only for replacement of defective parts and materials, unless the warranty failed of its essential purpose.”
In Re Bridgestone/Firestone, Inc. Tires Prods., 155 F. Supp. 2d 1069 (S.D. Ind. 2001). “§ 2-719(2) ( Mich. Comp. Laws § 440.2719 (2); Tenn.Code Ann.”
Henderson v. Chrysler Corp., 477 N.W.2d 505 (Mich. Ct. App. 1991). · cites it 2× “MCL 440.2719; MSA 19.2719. Plaintiff's warranty in this case was given by Chrysler and was essentially part of the sales transaction.”
Head v. Phillips Camper Sales & Rental, Inc, 593 N.W.2d 595 (Mich. Ct. App. 1999). “Further, although the parties to a sales agreement may limit remedies and damages for a breach, MCL 440.2719; MSA 19.2719, the parties’ agreement in this case contained no such limitation.”
Price Bros. v. Charles J. Rogers Constr. Co., 304 N.W.2d 584 (Mich. Ct. App. 1981). · cites it 2× “At issue here is the meaning of MCL 440.2719; MSA 19.2719: "(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages "(a) the agreement may provide for remedies in addition to or in…”
Colonial Dodge, Inc. v. Miller, 328 N.W.2d 678 (Mich. Ct. App. 1982). · cites it 2× “2718, and 2-719, MCL 440.2719; MSA 19.2719, which allow contractual limitations on remedies.”
Show all 32 citing cases →
— Mich. Comp. Laws § 440.2719(1)(a) — 1 case
Bekum Am. Corp v. Scantibodies Lab'y Inc (Mich. Ct. App. 2025).
— Mich. Comp. Laws § 440.2719(2) — 10 cases
Sullivan Indus., Inc. v. Double Seal Glass Co., 480 N.W.2d 623 (Mich. Ct. App. 1991). “At issue in this case is MCL 440.2719; MSA 19.2719, which provides in pertinent part: (1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitations of damages (a) the agreement may provide for remedies in…”
Latimer v. William Mueller & Son, Inc., 386 N.W.2d 618 (Mich. Ct. App. 1986). “MCL 440.2719(2); MSA 19.2719(2). Moreover, consequential damages may be limited or excluded unless an unconscionable result would be worked.”
Kelynack v. Yamaha Motor Corp., 394 N.W.2d 17 (Mich. Ct. App. 1986). “Plaintiff was awarded the unrefunded balance of his purchase money, court costs, and attorney fees in the amount of $8,520.”
Price Bros. v. Charles J. Rogers Constr. Co., 304 N.W.2d 584 (Mich. Ct. App. 1981). “At issue here is the meaning of MCL 440.2719; MSA 19.2719: "(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages "(a) the agreement may provide for remedies in addition to or in…”
Bosway Tube & Steel Corp. v. McKay Mach. Co., 237 N.W.2d 488 (Mich. Ct. App. 1975).
— Mich. Comp. Laws § 440.2719(3) — 3 cases
Johnson v. Mobil Oil Corp., 415 F. Supp. 264 (E.D. Mich. 1976). “§ 440.2719(3): Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable.”
Latimer v. William Mueller & Son, Inc., 386 N.W.2d 618 (Mich. Ct. App. 1986). “MCL 440.2719(2); MSA 19.2719(2). Moreover, consequential damages may be limited or excluded unless an unconscionable result would be worked.”
Citizens Ins. Co. of Am. v. Proctor & Schwartz, Inc., 802 F. Supp. 133 (W.D. Mich. 1992).
— Mich. Comp. Laws § 440.2719(a) — 1 case
King v. Taylor Chrysler-Plymouth, Inc, 457 N.W.2d 42 (Mich. Ct. App. 1990).
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