Tennessee Code Annotated
Tenn. Code Ann. § 47-2-719 (2026)
Contractual modification or limitation of remedy
✓ current as of May 2026
- (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 chapter and may limit or alter the measure of damages recoverable under this chapter, 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 chapters 1-9 of this title.
- (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.
Acts 1963, ch. 81, § 1 (2-719).
Notes of Decisions
Cited in 25
cases (2 in the last 5 years), 1972–2022 · leading case: Trinity Indus., Inc. v. McKinnon Bridge Co., 77 S.W.3d 159 (Tenn. Ct. App. 2001).
Trinity Indus., Inc. v. McKinnon Bridge Co., 77 S.W.3d 159 (Tenn. Ct. App. 2001). “But the parties to a contract for the sale of goods are still free to allocate the risks between themselves under Tenn. Code Ann. § 47-2-719 . The courts have a duty to construe statutes so that they do not conflict.”
Baptist Mem'l Hosp. v. Argo Constr. Corp., 308 S.W.3d 337 (Tenn. Ct. App. 2009). “Based on the remedy provision in the contract, the Court of Appeals concluded that the dealer could not seek indemnification from the manufacturer, citing Tennessee’s adoption of the provision in the Uniform Commercial Code permitting contractual limitation of remedies.”
Ford Motor Co. v. Moulton, 511 S.W.2d 690 (Tenn. 1974). “Finally, respondents insist that the one-year or twelve thousand mile limitation on the express warranty is prima facie unconsionable under T.C.A. 47-2-719. T.C.A. 47-2-316(2) provides that implied warranties of merchantability and fitness may be disclaimed if the disclaimer is…”
Aquascene, Inc. v. Noritsu Am. Corp., 831 F. Supp. 602 (M.D. Tenn. 1993). “Finally, the comments to this section indicate that it is intended to allow merchants to allocate risks when making business contracts.”
Arcata Graphics Co. v. Heidelberg Harris, Inc., 874 S.W.2d 15 (Tenn. Ct. App. 1993). “” Tenn.Code Ann. § 47-2-719(2). Here, Hawkins has argued a failure of essential purpose.”
Curtis v. Murphy Elevator Co., 407 F. Supp. 940 (E.D. Tenn. 1976). “T.C.A. § 47-2-719(3). 8 4. Plaintiff’s Action against Rockwell For the reasons discussed previously, the three-year statute of limitations bars plaintiff’s recovery against Rockwell on the theory of negligence or misrepresentation.”
In re Rust-Oleum Restore Mktg., Sales Practices & Prods. Liab. Litig., 155 F. Supp. 3d 772 (N.D. Ill. 2016). “Laws § 6A-2-719(l); Tenn. Code § 47-2-719(1); Tex. Bus. & Com.”
In Re Bridgestone/Firestone, Inc. Tires Prods., 155 F. Supp. 2d 1069 (S.D. Ind. 2001). “2719 (2); Tenn.Code Ann. § 47-2-719(2)) provides that "[wjhere circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided [in other provisions of the U.”
In re Seagate Tech. LLC Litig., 233 F. Supp. 3d 776 (N.D. Cal. 2017). “Codified Laws § 57A-2-719(2); Tenn. Code Ann. § 47-2-719 (2); Tex. Bus.”
Bd. of Directors v. Sw. Petroleum Corp., 757 S.W.2d 669 (Tenn. Ct. App. 1988). “Parties to a contract may modify or limit the remedies available under that contract under the terms of Tennessee Code Annotated § 47-2-719, which in pertinent part reads as follows: Contractual modification or limitation of remedy.”
Eastman Chem. Co. v. Niro, Inc., 80 F. Supp. 2d 712 (S.D. Tex. 2000). “Second, Comment 3 to Tenn Code Ann. § 47-2-719 supports the conclusion that 2-719(2) and 2-719(3) are meant to stand as independent provisions.”
McCullough v. Gen. Motors Corp., 577 F. Supp. 41 (W.D. Tenn. 1982). “It is appropriate to consider the effects of T.C.A. § 47-2-719 governing contractual modification or limitation of remedy.”
— Tenn. Code Ann. § 47-2-719(1) — 5 cases
In re Rust-Oleum Restore Mktg., Sales Practices & Prods. Liab. Litig., 155 F. Supp. 3d 772 (N.D. Ill. 2016). “Laws § 6A-2-719(l); Tenn. Code § 47-2-719(1); Tex. Bus. & Com.”
Baptist Mem'l Hosp. v. Argo Constr. Corp., 308 S.W.3d 337 (Tenn. Ct. App. 2009). “Based on the remedy provision in the contract, the Court of Appeals concluded that the dealer could not seek indemnification from the manufacturer, citing Tennessee’s adoption of the provision in the Uniform Commercial Code permitting contractual limitation of remedies.”
Moore v. Howard Pontiac-Am., Inc., 492 S.W.2d 227 (Tenn. Ct. App. 1972).
Benco Plastics, Inc. v. Westinghouse Elec. Corp., 387 F. Supp. 772 (E.D. Tenn. 1974).
Queen City Pastry, LLC v. Bakery Tech. Enter., LLC (Tenn. Ct. App. 2018).
— Tenn. Code Ann. § 47-2-719(2) — 10 cases
Trinity Indus., Inc. v. McKinnon Bridge Co., 77 S.W.3d 159 (Tenn. Ct. App. 2001). “But the parties to a contract for the sale of goods are still free to allocate the risks between themselves under Tenn. Code Ann. § 47-2-719 . The courts have a duty to construe statutes so that they do not conflict.”
In Re Bridgestone/Firestone, Inc. Tires Prods., 155 F. Supp. 2d 1069 (S.D. Ind. 2001). “2719 (2); Tenn.Code Ann. § 47-2-719(2)) provides that "[wjhere circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided [in other provisions of the U.”
Arcata Graphics Co. v. Heidelberg Harris, Inc., 874 S.W.2d 15 (Tenn. Ct. App. 1993). “” Tenn.Code Ann. § 47-2-719(2). Here, Hawkins has argued a failure of essential purpose.”
Baptist Mem'l Hosp. v. Argo Constr. Corp., 308 S.W.3d 337 (Tenn. Ct. App. 2009). “Based on the remedy provision in the contract, the Court of Appeals concluded that the dealer could not seek indemnification from the manufacturer, citing Tennessee’s adoption of the provision in the Uniform Commercial Code permitting contractual limitation of remedies.”
Aquascene, Inc. v. Noritsu Am. Corp., 831 F. Supp. 602 (M.D. Tenn. 1993). “Finally, the comments to this section indicate that it is intended to allow merchants to allocate risks when making business contracts.”
— Tenn. Code Ann. § 47-2-719(3) — 7 cases
Trinity Indus., Inc. v. McKinnon Bridge Co., 77 S.W.3d 159 (Tenn. Ct. App. 2001). “But the parties to a contract for the sale of goods are still free to allocate the risks between themselves under Tenn. Code Ann. § 47-2-719 . The courts have a duty to construe statutes so that they do not conflict.”
Ford Motor Co. v. Moulton, 511 S.W.2d 690 (Tenn. 1974). “Finally, respondents insist that the one-year or twelve thousand mile limitation on the express warranty is prima facie unconsionable under T.C.A. 47-2-719. T.C.A. 47-2-316(2) provides that implied warranties of merchantability and fitness may be disclaimed if the disclaimer is…”
Curtis v. Murphy Elevator Co., 407 F. Supp. 940 (E.D. Tenn. 1976). “T.C.A. § 47-2-719(3). 8 4. Plaintiff’s Action against Rockwell For the reasons discussed previously, the three-year statute of limitations bars plaintiff’s recovery against Rockwell on the theory of negligence or misrepresentation.”
Aquascene, Inc. v. Noritsu Am. Corp., 831 F. Supp. 602 (M.D. Tenn. 1993). “Finally, the comments to this section indicate that it is intended to allow merchants to allocate risks when making business contracts.”
Eastman Chem. Co. v. Niro, Inc., 80 F. Supp. 2d 712 (S.D. Tex. 2000). “Second, Comment 3 to Tenn Code Ann. § 47-2-719 supports the conclusion that 2-719(2) and 2-719(3) are meant to stand as independent provisions.”
— Tenn. Code Ann. § 47-2-719(c) — 1 case
Arcata Graphics Co. v. Heidelberg Harris, Inc., 874 S.W.2d 15 (Tenn. Ct. App. 1993). “” Tenn.Code Ann. § 47-2-719(2). Here, Hawkins has argued a failure of essential purpose.”
— Tenn. Code Ann. § 47-2-719(l)(a) — 1 case
Hardimon v. Cullum & Maxey Camping Centers, Inc., 591 S.W.2d 771 (Tenn. Ct. App. 1979).
— Tenn. Code Ann. § 47-2-719(l)(b) — 1 case
Curtis v. Murphy Elevator Co., 407 F. Supp. 940 (E.D. Tenn. 1976). “T.C.A. § 47-2-719(3). 8 4. Plaintiff’s Action against Rockwell For the reasons discussed previously, the three-year statute of limitations bars plaintiff’s recovery against Rockwell on the theory of negligence or misrepresentation.”
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