Decision of the Zweibrücken Higher Regional Court on the extent of buyer protection in cases of excessively favorable warranty conditions
In a judgment dated July 21, 2023 (Ref. 8 U 175/22), the Zweibrücken Higher Regional Court (OLG) addressed the question of whether a buyer can claim extended protection when he is—allegedly—granted highly advantageous warranty rights by the original seller, but in fact no corresponding contractual partner exists. The decision highlights the essential limits of bona fide legal transactions and serves as a guideline for risk allocation in warranty cases.
Initial situation and legal framework
The court had to assess a scenario in which a supposed seller had made particularly far-reaching warranty promises to a buyer. This specifically concerned liability conditions and the modalities for possible defect rectification. Upon subsequent review, however, it turned out that the person or entity who had given the warranty promise was actually not the seller or had no legitimate authority to do so.
A central legal issue was whether and to what extent a buyer is in need of protection when accepting offers that seem unusually generous, and to what degree general protective provisions such as Sections 242, 280 of the German Civil Code (BGB) or Sections 119 et seq. BGB apply in this context.
Scope of warranty provisions in purchase law
The significance of warranty and its distinction from statutory liability for defects
Under German purchase law, a distinction must be made between statutory liability for defects (Sections 434 et seq. BGB) and any additional warranty. The latter typically constitutes a voluntary promise of performance by the seller or a third party, which goes beyond statutory rights regarding defects and is to be judged according to the specifically agreed terms.
The scope of such warranty promises is determined primarily by the content of the declaration and the identification of the warrantor. However, if the warrantor is not identical with the contracting party or if there is no relationship at all between the warrantor and the buyer, the question arises as to how far the promised service can actually be relied upon.
Transparency and liability in cases of unusual conditions
If a buyer receives a promise of services significantly exceeding market standards without critically questioning this, there are high requirements for the buyer’s own duty of care. Case law emphasizes that good faith in the existence of extraordinary rights or claims is not protected without limit.
The protection of legal transactions and consumer interests finds its limit where warranty conditions are manifestly overreaching and incompatible with the usual practices of commercial life. To that extent, civil law also cannot protect the buyer against any pursuit of interests if the promises are objectively recognizably unrealistic.
The decision of the Zweibrücken Higher Regional Court
Standards for buyer protection in cases of apparent warranty extensions
The Zweibrücken Higher Regional Court stated that a buyer is not considered worthy of protection if he accepts evidently advantageous warranty promises without adequately verifying the identity and legitimacy of the warrantor. In particular, the buyer can be expected to critically examine why such far-reaching services are being promised to him and whether there is truly a contractual relationship with the party making such a warranty promise.
The judges also pointed out that the assumption that a third party would offer far-reaching warranties without their own interests or contractual basis seems unrealistic. Therefore, the buyer ultimately cannot insist on fulfillment of such claims when there are objective indications against the seriousness and effectiveness of the warranty.
Implications for contract drafting in commercial transactions
The decision reaffirms the principle that both in private and commercial dealings, parties must exercise personal responsibility, and reliance on exceptionally favorable promises without plausibility checks cannot be enforced across the board. Especially in business transactions, it remains the parties’ responsibility to conduct customary checks to appropriately verify the legitimacy of contractual partners and their warranties.
Practical relevance and further considerations
Relevance for companies, investors, and private clients
The guidelines issued by the Zweibrücken Higher Regional Court are of considerable significance for risk assessment in contract negotiations, especially when third parties are involved in connection with warranties. Companies and investors, in particular, are well advised to further develop their own due diligence processes and documentation of contractual and warranty conditions to avoid being left with alleged promises that prove unenforceable in the event of disputes. The same applies to wealthy private individuals who are made aware of exceptionally advantageous additional services in the context of major purchases or investments.
Legal protection and procedural consequences
If a dispute arises over the validity or enforceability of a warranty, complex questions of proof often come into play, including the background of the warranty issuance and the detectability of irregularities for the parties involved. Civil courts make a nuanced assessment and take all circumstances of the individual case into account.
Reference to the judgment
The judgment of the Zweibrücken Higher Regional Court is an individual decision and must be interpreted in its specific context. Nevertheless, it illustrates that the acquisition of seemingly particularly favorable arrangements without adequate control carries significant risks and that legal protection reaches its limits when duties of care are violated.
For in-depth legal analyses or for review of individual questions regarding warranty promises in purchase law, the law firm MTR Legal Rechtsanwalt, which operates nationwide and internationally, is available as a contact partner.
