Claim to extended warranty – The buyer’s need for protection in cases of unusual contractual clauses
In its judgment of June 19, 2024 (Case No.: 8 U 175/22), the Higher Regional Court (OLG) of Zweibrücken established fundamental standards regarding the purchaser’s position in the context of warranty commitments. The case focused on the extent to which a buyer can claim protection if they receive warranty and guarantee promises from an apparent contracting party that go far beyond normal market provisions. This decision makes a significant contribution to the legal classification of special extensions of liability in sales law, particularly in relation to the abstraction principle and the attribution of contractual declarations.
Background and facts
In this specific case, the purchaser acquired a vehicle, where the actual beneficial owner and the contractual partner were not aligned during the acquisition process. The seller—the actual vehicle owner—had not actively participated in the sales negotiations or in making warranty agreements. Instead, the buyer, through the mediation of a third party, was granted particularly advantageous warranty and liability commitments that would not ordinarily be given to this extent or under such conditions. The main point of contention was whether, and to what extent, the realized warranty promise was valid and enforceable against the buyer if it neither reflected the objective intent of the actual seller nor was within what is legally permissible.
Legal assessment by the OLG Zweibrücken
Abstraction principle and liability for appearance
The OLG Zweibrücken expressly clarified that the principle of liability for appearance cannot result in a buyer being automatically entitled to protection merely because a person without authorization, or an agent without proper authority, assures them rights that significantly exceed the statutory level. The court emphasized that a buyer’s need for protection is limited where conspicuously unusual and advantageous contract terms for the buyer are agreed, which, when viewed objectively, go far beyond market standards.
Good faith in contractual expectations and reasonableness
A key aspect of the decision was the issue of whether the buyer was entitled to rely on receiving such a far-reaching guarantee from the actual seller. The court stated that, whenever contracts are made that provide—in objective terms—excessive advantages for buyers, the level of protection warranted is limited. Buyers are required to critically question any evidence suggesting a lack of authorization or unusual contractual wording. Blindly trusting in particularly favorable terms for the buyer cannot lead to the actual owner being held responsible for those warranty commitments.
Exclusion of attribution for excessive assumption of liability
The OLG’s decision reinforces that attribution only occurs when the appearance gives cause to believe that the declaration was made by the authorized party and when the circumstances do not give rise to significant doubts about its validity. According to the court, a buyer who secures exceptionally favorable conditions is not acting in good faith if it is clearly outside normal practice. Thus, the acquirer bears the risk that a guarantee agreement, which is unusual from the parties’ point of view, will not become effective for lack of attribution.
Implications for legal transactions
Relevance for businesses and private individuals
The ruling specifies the obligations of acquirers, particularly in commercial transactions, when receiving contract offers with significantly advantageous guarantee terms. Investors, trading companies, and private individuals should, therefore, remain vigilant when apparent vendors make promises that greatly exceed market standards. The judgment confirms that, in business dealings, not every good-faith acceptance of special concessions is protected—especially since legal transactions rely on transparency and good faith.
Prevention of abuse and strengthening of contractual certainty
The judgment also helps prevent abuses of power of representation and actions contrary to good faith. Parties are made aware that the acquisition of extraordinary rights is always subject to the condition that the underlying declarations can actually be attributed to the authorized party. Simply invoking a need for protective reliance is not sufficient, particularly in cases of clear ‘excessive advantages,’ to justify liability for the actual seller.
Conclusion and outlook
The OLG decision underscores the basic principles of civil law and specifies the requirements for contracting parties, especially when it comes to the extension of warranty and guarantee obligations. In general, buyers cannot invoke a heightened level of protection when they receive substantially more advantageous warranties from an apparent contract partner than usual. This raises the standards for review and due diligence on the part of contracting parties and strengthens legal certainty within the market environment.
Source: Judgment of OLG Zweibrücken, Case No.: 8 U 175/22, as of 21.07.2025, ongoing proceedings, presumption of innocence applies. Further information at urteile.news.
If you are confronted with similar situations involving complex questions regarding guarantee agreements, assumption of liability, or contract interpretation, the Rechtsanwälte of MTR Legal are at your disposal for an individual legal assessment.
