M Civ JI 140.53 Contract Action - UCC: Warranty of Title (Ownership and Encumbrances - Burden of Proof)

The buyer has the burden of proving:

(a) that at the time for delivery [ the seller did not own the goods outright, free of all other claims / the seller did not have the right to transfer complete ownership of the goods to the buyer / the goods were encumbered by a security interest or other lien that the buyer did not know about at the time the contract was made ], and

(b) that, within a reasonable time of learning this, the buyer notified the seller.

*(The seller has the burden of proving that this warranty was changed or eliminated.)

Your verdict will be for the buyer if the buyer has proved all of those elements.

Your verdict will be for the seller if the buyer has failed to prove any one of those elements, or

*(the warranty was changed or eliminated, or)

†(the buyer had actual knowledge of the encumbrance at the time the contract was made.)

Note on Use

*This language should be read only in a warranty of title-ownership case.

†This language should be read only in a warranty of title-encumbrances case.

Comment

MCL 440.2312.

On the requirement of notice, see Jones v Linebaugh, 34 Mich App 305, 310–311; 191 NW2d 142, 145 (1971), and the UCC Official Comment at MCL 440.2312.

History

M Civ JI 140.53 was added January 1987. Amended January 2020.