Wis. Stat. » CHAPTER 402 — UNIFORM COMMERCIAL CODE — SALES
Wisconsin Statutes

Wis. Stat. § 402.719 (2026)

Contractual modification or limitation of remedy

✓ current as of July 2026
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402.719402.719 Contractual modification or limitation of remedy.
402.719(1)(1) Subject to subs. (2) and (3) and to s. 402.718 on liquidation and limitation of damages:
402.719(1)(a)(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
402.719(1)(b)(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.
402.719(2)(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in chs. 401 to 411.
402.719(3)(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.
402.719 HistoryHistory: 1979 c. 89; 1991 a. 148, 304, 315.
402.719 AnnotationA commercial contract clause that limited consequential damages was unconscionable. Trinkle v. Schumacher Co., 100 Wis. 2d 13, 301 N.W.2d 255 (Ct. App. 1980).
402.719 AnnotationThe remedy under sub. (2) was proper when a damage clause provided damages that were, under the circumstances, unconscionably low. Phillips Petroleum Co. v. Bucyrus-Erie Co., 131 Wis. 2d 21, 388 N.W.2d 584 (1986).
402.719 AnnotationParties may contract for additional or entirely different remedies from those provided in this chapter. If the parties expressly agree that a remedy different from that provided in this chapter is exclusive, it is the sole remedy. Buddy’s Plant Plus Corp. v. Viking Masek Global Packaging Technologies, LLC, 2025 WI App 46, 417 Wis. 2d 723, 25 N.W.3d 613, 23-2428.
402.719 AnnotationWhen a contract was for the custom building of a machine to package certain inputs and the limitation of liability was to the amounts paid to the defendant, that remedy did not, under the facts of this case, fail of its essential purpose and was not unconscionable. Buddy’s Plant Plus Corp. v. Viking Masek Global Packaging Technologies, LLC, 2025 WI App 46, 417 Wis.2d 723, 25 N.W.3d 613, 23-2428.
402.719 AnnotationA purchaser cannot claim that a warranty provision has failed of its essential purpose merely because a potential claim did not arise until after the warranty period had expired. Wisconsin Power & Light Co. v. Westinghouse Electric Corp., 830 F.2d 1405 (1987).
402.719 AnnotationIn interpreting subs. (2) and (3), the Wisconsin Supreme Court has adopted the “dependent approach.” Under the dependent approach, if a litigant proves a limited remedy fails of its essential purpose under sub. (2), any accompanying consequential damages disclaimer is per se unconscionable under sub. (3). Sanchelima International, Inc. v. Walker Stainless Equipment Co., 920 F.3d 1141 (2019).
402.719 AnnotationA damage disclaimer is not enforceable if the remaining exclusive remedy fails of its essential purpose. Rich Products Corp. v. Kemutec, Inc., 66 F. Supp. 2d 937 (1999).
402.719 AnnotationA repair and replace remedy can fail of its essential purpose if repairs or replacement are so frequently required that the purchaser has been effectively deprived of the benefit of the bargain. Bakery Bling v. Matrix Packaging Machinery, LLC, 685 F. Supp. 3d 718 (2023).
Notes of Decisions
Cited in 32 cases (8 in the last 5 years), 1978–2025 · leading case: Est. of Kriefall v. Sizzler USA Franchise, Inc., 2012 WI 70 (Wis. 2012).
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Est. of Kriefall v. Sizzler USA Franchise, Inc., 2012 WI 70 (Wis. 2012). · cites it 10× “Wis. Stat. § 402.719 ; see Murray v. Holiday Rambler, Inc.”
Rich Prods. Corp. v. Kemutec, Inc., 66 F. Supp. 2d 937 (E.D. Wis. 1999). · cites it 6× “2d 513 (quoting, Wis.Stat. § 402.719, Official Comment (1)).”
Murray v. Holiday Rambler, Inc., 265 N.W.2d 513 (Wis. 1978). · cites it 4× “5 The damages which would otherwise be available upon a breach of contract may be altered or limited by the parties pursuant to sec. 402.719, Stats. 6 This section gives the parties substantial latitude to fashion their own remedies for breach of the contract.”
Est. of Kriefall v. Sizzler USA Franchise, Inc., 2011 WI App 101 (Wis. Ct. App. 2011). · cites it 8× “In support of its contention that the trial court erred in not dismissing Sizzler USA Franchise's claim for implied-warranty consequential damages, Excel points to Wis. Stat. § 402.719 (3), which permits a contract to limit or exclude consequential damages.”
Grams v. Milk Prods., Inc., 2005 WI 112 (Wis. 2005). · cites it 4× “at 407-408 (citing Wis. Stat. § 402.719 (3) (seller can limit consequential damages as long as the limitation is *523 not unconscionable)).”
State Farm Mut. Auto. Ins. v. Ford Motor Co., 592 N.W.2d 201 (Wis. 1999). · cites it 4× “There is "no reason to intrude into the parties' allocations of the risk of economic loss and to extricate the parties from their bargains." Daanen, 216 Wis. 2d at 410 . ¶ 38.”
Bailey v. Skipperliner Indus., Inc., 278 F. Supp. 2d 945 (N.D. Ind. 2003). · cites it 5× “Code 26-1-2-719 to Wis. Stat. § 402.719 . Caterpillar’s argument 'made under Indiana law is thus applicable under both states’ statutes.”
Phillips Petroleum Co. v. Bucyrus-Erie Co., 388 N.W.2d 584 (Wis. 1986). · cites it 5× “" 9 Section 402.719(1), (2), and (3) provides: '' 402.”
Lamont v. Winnebago Indus., Inc., 569 F. Supp. 2d 806 (E.D. Wis. 2008). · cites it 6× “2d 513 (1978), where the Wisconsin Supreme Court, applying section 402.719(2) of the Wisconsin Statutes, held that a repair and replacement warranty for a motor home failed of its essential purpose when the owners continued to have problems with the vehicle after repeatedly…”
Daanen & Janssen, Inc. v. Cedarapids, Inc., 573 N.W.2d 842 (Wis. 1998). · cites it 2× “, Wis. Stat. § 402.719 (3) (1995-96) (allowing disclaimer of consequential economic damages).”
Midwhey Powder Co. v. Clayton Indus., 460 N.W.2d 426 (Wis. Ct. App. 1990). · cites it 4× “See sec. 402.719(2), Stats. Midwhey contends that Clayton failed to adequately repair the defects in the steam generator as provided in its warranty.”
Sunnyslope Grading, Inc. v. Miller, Bradford & Risberg, Inc., 437 N.W.2d 213 (Wis. 1989). · cites it 2× “Section 402.719(3) states: “Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable.”
Show all 32 citing cases →
— Wis. Stat. § 402.719(1) — 3 cases
Phillips Petroleum Co. v. Bucyrus-Erie Co., 388 N.W.2d 584 (Wis. 1986). “" 9 Section 402.719(1), (2), and (3) provides: '' 402.”
Armstrong v. Colletti, 276 N.W.2d 364 (Wis. Ct. App. 1979).
Lyvia Skroblin v. Jill Johnston Yoder (Wis. Ct. App. 2024).
— Wis. Stat. § 402.719(1)(a) — 2 cases
Buddy's Plant Plus Corp. v. Viking Masek Global Packaging Tech., LLC (Wis. Ct. App. 2025).
Lyvia Skroblin v. Jill Johnston Yoder (Wis. Ct. App. 2024).
— Wis. Stat. § 402.719(1)(b) — 1 case
Saft Am., Inc. v. Precision Drawn Metals, Inc. (W.D. Wis. 2022).
— Wis. Stat. § 402.719(2) — 11 cases
Lamont v. Winnebago Indus., Inc., 569 F. Supp. 2d 806 (E.D. Wis. 2008). “2d 513 (1978), where the Wisconsin Supreme Court, applying section 402.719(2) of the Wisconsin Statutes, held that a repair and replacement warranty for a motor home failed of its essential purpose when the owners continued to have problems with the vehicle after repeatedly…”
Murray v. Holiday Rambler, Inc., 265 N.W.2d 513 (Wis. 1978). “5 The damages which would otherwise be available upon a breach of contract may be altered or limited by the parties pursuant to sec. 402.719, Stats. 6 This section gives the parties substantial latitude to fashion their own remedies for breach of the contract.”
Midwhey Powder Co. v. Clayton Indus., 460 N.W.2d 426 (Wis. Ct. App. 1990). “See sec. 402.719(2), Stats. Midwhey contends that Clayton failed to adequately repair the defects in the steam generator as provided in its warranty.”
Rich Prods. Corp. v. Kemutec, Inc., 66 F. Supp. 2d 937 (E.D. Wis. 1999). “2d 513 (quoting, Wis.Stat. § 402.719, Official Comment (1)).”
Phillips Petroleum Co. v. Bucyrus-Erie Co., 388 N.W.2d 584 (Wis. 1986). “" 9 Section 402.719(1), (2), and (3) provides: '' 402.”
— Wis. Stat. § 402.719(3) — 3 cases
Sunnyslope Grading, Inc. v. Miller, Bradford & Risberg, Inc., 437 N.W.2d 213 (Wis. 1989). “Section 402.719(3) states: “Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable.”
Trinkle v. Schumacher Co., 301 N.W.2d 255 (Wis. Ct. App. 1980).
Buddy's Plant Plus Corp. v. Viking Masek Global Packaging Tech., LLC (Wis. Ct. App. 2025).
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