Conditions & Warranties: Mnemonics

Meaning of Condition 

Mnemonic: “CORE DEAL”

• Compulsory term
• Obligation central to the contract
• Rights include repudiation on breach
• Essential to the main purpose
• Defect defeats the main aim of the sale
• Entitles buyer to reject the goods
• Affects the root of the transaction
• Law treats breach as fundamental

Mnemonic Explanation: Helps recall that a condition goes to the root of the contract and breach allows repudiation + damages.

Meaning of Warranty

Mnemonic: “SIDE SAFE”

• Subsidiary term of the contract
• Incidental to the main purpose
• Damages only (no right to reject goods)
• Enhances performance assurance
• Seller’s liability is minor in comparison
• Affects comfort, not existence of contract
• Focus is on quality/fitness in a limited way
• Exists even when contract continues

Mnemonic Explanation: Helps remember that breach of warranty gives damages only, not rejection.

Difference Between Condition and Warranty

Mnemonic: “ROOT vs RIM”

• Root of contract (condition)
• Obligation is essential
• Option to reject goods exists
• Terminates contract on breach

vs.

• Remedy restricted (warranty)
• Incidental term only
• Monetary damages are the main remedy

Mnemonic Explanation: ROOT vs RIM helps contrast their importance and remedies.

When a Condition May Be Treated as a Warranty

Mnemonic: “BOW-TIE”

• Buyer waives the condition expressly or impliedly
• Option used to treat breach as warranty only
• When contract terms restrict remedy to damages
• Trade practice may reduce importance in some cases
• Impossibility of rejection after acceptance of goods
• Effect: buyer gets damages only, not repudiation

Mnemonic Explanation: Covers all situations under Section 13 where a condition is downgraded to a warranty.

Express Conditions and Warranties

Mnemonic: “CLEAR SAY”

• Contract terms explicitly set out
• Language used is clear and specific
• Express statements at the time of agreement
• Agreed specifications form part of the contract
• Representations may evolve into terms if intended
• Stipulations are written or spoken
• Assurances become legally enforceable promises
• Yields enforceable conditions or warranties

Mnemonic Explanation: CLEAR SAY is used for express stipulations made by the parties.

Implied Conditions

Mnemonic: “Q-TITLE FUSHT”

• Quality or fitness for a particular purpose (when buyer relies on seller)
• Title – seller has a right to sell the goods
• Implied condition as to wholesomeness (especially for foodstuffs)
• Truth of description in sale by description
• Latent defects in sample must not exist in merchantable goods
• Every part of the bulk must correspond with the sample
• Fitness for ordinary purpose (merchantable quality)
• Usage of trade can annex implied conditions
• Sample & description together – corresponds to both
• Hidden defects which reasonable examination cannot reveal
• Trade in such goods: seller must be one who deals in those goods

Mnemonic Explanation: Students can recall all major implied conditions: title, description, sample, sample + description, merchantability, fitness, and trade usage.

Implied Warranties 

Mnemonic: “PEACE FIT”

• Possession – buyer shall have quiet possession of the goods
• Encumbrance-free – goods are free from undisclosed charges
• Additional warranties may arise from usage of trade
• Conduct of seller gives rise to further implied assurances
• Explicit limited warranties may co-exist with implied ones
• Failure to disclose known risks may attract liability (e.g., dangerous goods)
• Information expected in good faith must be shared where law requires
• Trade expectations shape scope of implied warranties

Mnemonic Explanation: Helps list quiet possession, freedom from encumbrances, fitness/wholesomeness, and trade usage warranties.

Merchantable Quality

Mnemonic: “FAIR USE”

• Fit for the ordinary purpose for which such goods are used
• Acceptable in quality to a reasonable buyer
• Internal or latent defects must not defeat normal use
• Reasonable person would regard them as saleable
• Under sale by description, they must match description and be merchantable
• Seller must be dealing in goods of that description
• Expected standard is based on price, description, and circumstances

Mnemonic Explanation: FAIR USE explains what it means for goods to be of merchantable quality.

Fitness for Buyer’s Purpose 

Mnemonic: “RELY SPEC”

• Reliance placed by buyer on seller’s skill or judgment
• Express purpose made known to the seller
• Liability arises when seller knows the special purpose
• Yields an implied condition regarding fitness
• Seller is in the business of selling such goods
• Purpose is sufficiently clear and specific
• Effect of breach: buyer may reject and claim damages (condition)
• Coverage extends to particular as well as general fitness in the circumstances

Mnemonic Explanation: RELY SPEC gives the elements of implied condition as to fitness for a particular purpose.

Caveat Emptor (“Let the Buyer Beware”) 

Mnemonic: “BUYER BEWARE = IGNORE NOT”

IGNORE NOT captures the core idea of caveat emptor.

• Inspection duty lies on the buyer
• Goods are generally accepted as seen and examined
• Normally, no implied condition as to quality or fitness
• Obligation on buyer to choose wisely
• Reliance not placed on seller in ordinary cases
• Express terms can override caveat emptor
• Notice of special purpose can shift responsibility
• Occupational skill of seller plus reliance creates liability
• Trade usage can impose additional implied terms

Mnemonic Explanation: IGNORE NOT captures the core idea of caveat emptor.

Exceptions to Caveat Emptor

Mnemonic: “FISTS-TAP”

• Fitness for a particular purpose – buyer relies and purpose is disclosed
• Implied condition as to merchantable quality
• Sale by description – goods must correspond to description
• Trade usage implying conditions and warranties
• Sale by sample and description – must correspond to both
• Title: seller must have a right to sell
• Active concealment or fraud by the seller
• Present but hidden defects which a reasonable examination cannot detect

Mnemonic Explanation: FISTS-TAP helps recall the main exceptions to caveat emptor.

Sale by Sample

Mnemonic: “SAM-PLE”

• Sample shown to the buyer forms basis of the contract
• Allow buyer a reasonable opportunity to compare bulk with sample
• Main bulk must correspond with the sample in quality
• Protection for buyer against latent defects in the bulk
• Latent defects in bulk that make goods unmerchantable amount to breach
• Expectation that sample is a genuine representation of the goods

Mnemonic Explanation: SAM-PLE highlights the key conditions in a sale by sample.

Sale by Description 

Mnemonic: “DESC-RULE”

• Description is the basis of the contract of sale
• Every part of the goods must match the description
• Seller’s failure to match allows rejection
• Condition implied under Section 15 (goods must correspond to description)
• Repudiation is permitted where description is not met
• Used or second-hand goods must still fit their description
• Labels, catalogues, and specifications are part of description
• Every misdescription is a breach of condition, not merely warranty

Mnemonic Explanation: DESC-RULE explains the key elements in sale by description.

Remedies on Breach of Condition or Warranty

Mnemonic: “REJECT or CLAIM”

• Repudiate the contract on breach of condition
• Enforce claim for damages for loss suffered
• Judicial remedies are as per the Sale of Goods Act, 1930
• End the contract when breach goes to the root
• Claim damages only in case of breach of warranty
• Treat condition as warranty under Section 13 (limiting remedy)
• Compensation must be for loss directly and naturally arising
• Loss must be mitigated by the injured party
• Accept goods and still sue for damages (appropriate in warranty)
• Interpret contract terms carefully to classify breach
• Measure of damages guided by general contract law principles

Mnemonic Explanation: REJECT or CLAIM separates remedies in case of condition and warranty.