Minnesota's Economic Loss Statute Bars Two Claims, Not Every Tort — and Two Separate Sales Have to Clear August 1, 2000

Defense counsel in a defective-product case reaches for the economic loss doctrine the way a driver reaches for a seat belt: reflexively, and usually before reading anything. In Minnesota that reflex is wrong more often than it is right, for two reasons that sit in the text of one statute.

First, the doctrine is not a doctrine here anymore. It is Minn. Stat. § 604.101, it bars exactly two categories of claim, and the Minnesota Court of Appeals has held that there is nothing left of the common-law version alongside it. Second — and this is the part that decides real files — the section does not govern your case at all unless two separate sales both occurred on or after August 1, 2000. Miss that, and you are litigating under Hapka v. Paquin Farms and a 1991 statute that nobody in the room has read since law school.

I have watched more than one motion die on the second point. Here is the whole architecture, in the order I work it.

The statute tells you how much of it there is

Start at the end of the section, because subdivision 5 is the sentence that controls how every other subdivision is read:

“The economic loss doctrine applies to claims only as stated in this section. This section does not alter the elements of a product defect tort claim or a common law claim for misrepresentation.”

Minn. Stat. § 604.101, subd. 5. That is a closed set. The doctrine is what the section says it is and nothing else, and the section does not touch the elements of the claims it regulates — it only decides whether they may be brought.

The Court of Appeals took that at face value in Ptacek v. Earthsoils, Inc., 844 N.W.2d 535 (Minn. Ct. App. 2014). Farmers sued a fertilizer manufacturer for a lost corn crop. The district court held that nothing in § 604.101 barred any of their claims, then dismissed the negligence count anyway under the common-law economic loss doctrine. The Court of Appeals reversed: “Because section 604.101 abrogates the common law and sets forth the full extent of the economic-loss doctrine as it applies to bar claims arising on or after August 1, 2000, the district court’s holding as to the negligence claim was in error.” Id. at 539. Its formal holding is blunter still — the statute “exhaustively states the economic-loss doctrine and abrogates the common-law economic-loss doctrine.” Id. at 540.

Read those two sentences together with subdivision 5 and the consequence is unavoidable. In a post-2000 goods case there is no residual, gap-filling, judge-made economic loss doctrine to fall back on. If the claim is not barred by subdivision 3 or subdivision 4, it is not barred.

Now the scope provision:

“This section does not apply to claims for injury to the person. This section applies to any claim by a buyer against a seller for harm caused by a defect in the goods sold or leased, or for a misrepresentation relating to the goods sold or leased:

(1) regardless of whether the seller and the buyer were in privity regarding the sale or lease of the goods; and

(2) regardless of whether article 2 or 2A of the Uniform Commercial Code under chapter 336 governed the sale or lease that caused the seller to be a seller and buyer to be a buyer.“

§ 604.101, subd. 2. Four limits are already visible: a buyer, a seller, goods, and no personal injury.

Two sales, one date

Subdivision 6 is titled “Application; effect on existing statute,” and it is where careless briefing goes to die:

“This section governs claims by a buyer against a seller if the sale or lease that caused the seller to be a seller and the sale or lease that caused the buyer to be a buyer both occurred on or after August 1, 2000. Section 604.10 does not apply to a claim governed by this section.”

That date is not a drafting flourish. Laws 2000, ch. 358 — S.F. No. 1126, an act “clarifying the economic loss doctrine; providing for a comprehensive statute governing economic loss” — was signed on April 11, 2000, and section 3 of the act reads, in its entirety, “This act is effective August 1, 2000.” The legislature then wrote the same date into the statute itself as an applicability rule.

Notice the plural. The subdivision speaks of two sales, because subdivision 2(1) abolished privity as a limit. In a chain of distribution the person who “sold” the goods and the person who “bought” them are frequently parties to two different transactions years apart. Both have to clear the line. A machine manufactured and first sold in 1997, resold secondhand to my client in 2015, produces a seller whose sale predates August 1, 2000 — and § 604.101 does not govern that claim. Section 604.10 and the common law do.

That is not a hypothetical shape. Lloyd F. Smith Co. v. Den-Tal-Ez, Inc., 491 N.W.2d 11 (Minn. 1992), involved a dentist who was the third owner of a motorized dental chair sold some thirteen years before the 1988 fire it is alleged to have started — a fire that damaged the building and the property of three other tenants. Twenty-six years after § 604.101 took effect, files with that geometry are still coming in the door — used equipment, used vehicles, salvaged building components, an old fixture that came with the building.

One honest caveat, because I would rather raise it than have it raised at me. The only published Minnesota appellate gloss on subdivision 6 states the rule in the singular: § 604.101 “does not apply … to a claim arising from a sale or lease that occurred before August 1, 2000.” Ptacek v. Earthsoils, Inc., 844 N.W.2d 535, 538 (Minn. Ct. App. 2014). That is loose paraphrase in a case where buyer and seller were in privity and there was only one sale to describe, so it had no occasion to address the two-sale problem — and it cannot displace the statute’s own two-phrase text. Still, if you are the party relying on an upstream seller’s pre-2000 sale, expect the sentence to be quoted at you, and be ready to explain why it is dictum.

So the first thing I do in any defect file is put two dates on the front page: the date my client acquired the goods, and the date the defendant sold them. If either is earlier than August 1, 2000, everything below this line about subdivisions 3 and 4 is the wrong law.

What the doctrine was before the legislature took it away

Because the pre-2000 law still decides those older files, it is worth knowing what it actually held rather than what people say it held.

1981. The Minnesota Supreme Court answered two of three certified questions from the federal district court in Superwood Corp. v. Siempelkamp Corp., 311 N.W.2d 159 (Minn. 1981). A hot plate press manufactured in 1954 ran without trouble until 1975, when its cylinder failed; the buyer wanted $616,716 for damage to the press and lost profits. The court held that “economic losses that arise out of commercial transactions, except those involving personal injury or damage to other property, are not recoverable under the tort theories of negligence or strict products liability.” Id. at 162. Justice Yetka concurred as to strict liability and dissented as to negligence, warning that the majority was “abrogating rights long recognized to exist in commercial plaintiffs.” Id. at 163. Note the dissent. Justice Yetka is not finished with this subject, and neither is the legislature.

1984. Minneapolis Society of Fine Arts v. Parker-Klein Associates Architects, Inc., 354 N.W.2d 816 (Minn. 1984), defined “other property” narrowly. Defective glazed brick in non-load-bearing curtain walls produced the only damage evidence in the case — that the buildings had diminished in value by approximately $6,694,000 — and the court held the buildings were not “other property” at all:

To hold that buildings constitute “other property” would effectively overrule Superwood as to every seller of basic building materials such as concrete, brick or steel because the “other property” exception would always apply.

Id. at 820.

1987. McCarthy Well Co. v. St. Peter Creamery, Inc., 410 N.W.2d 312 (Minn. 1987), drew the boundary that still matters most. A well contractor exploded dynamite at the bottom of a creamery’s artesian well; the creamery counterclaimed for damage to its dried milk products, and the jury returned $190,000 in damages with 75 percent of the fault on the contractor. The court held that a “commercial transaction” under Superwood “is a transaction governed by Article 2 of the Uniform Commercial Code,” id. at 314, applied the predominant-purpose test to the hybrid contract, found that only $8,329.45 of a $34,573.27 bill was for goods, and concluded that the doctrine simply did not reach the transaction. Id. at 315. When the UCC does not apply, there is no economic loss rule to apply.

1990. Then Hapka v. Paquin Farms, 458 N.W.2d 683 (Minn. 1990), blew up the “other property” exception. Ring-rot-infected seed potatoes bought on Memorial Day 1983 spread disease through the buyers’ cutting equipment into fields planted with clean seed from another supplier. The Supreme Court held that “the Uniform Commercial Code must control exclusively with respect to damages in a commercial transaction which involves property damage only,” and expressly overruled any contrary statement in Superwood and its progeny. Id. at 688. Justice Yetka dissented again, warned that the majority’s response to the “steady stream” of Superwood cases “will cause a flood of litigation in this area,” id. at 691, and got his answer from a different branch within a year.

1991. The legislature answered in the very next session. Laws 1991, ch. 352, § 2, created Minn. Stat. § 604.10, and its first paragraph adopts the dissent’s position and undoes Hapka’s result for everyone except merchants:

“Economic loss that arises from a sale of goods that is due to damage to tangible property other than the goods sold may be recovered in tort as well as in contract, but economic loss that arises from a sale of goods between parties who are each merchants in goods of the kind is not recoverable in tort.”

1992. The Supreme Court cut the same way on its own in Den-Tal-Ez: the UCC is exclusive for other-property damage only where the parties are dealers in the same goods:

In actions for damages to other property which arise from a sale of goods between parties who are not “merchants in goods of the kind,” such as in the case here, the tort remedies of negligence and strict liability are always available, even if the parties can sue under the U.C.C. as well.

491 N.W.2d at 17. Damage to the defective product itself, the court added, is always a UCC-only recovery. That same year, in a case about the fireproofing in the building where this firm keeps its office, the court held that a claim for asbestos contamination is not an economic-loss claim at all. 80 South Eighth Street Ltd. Partnership v. Carey-Canada, Inc., 486 N.W.2d 393, 397, 399 (Minn. 1992).

1993. Laws 1993, ch. 91, added § 604.10(d), closing the component-part loophole: a manufacturer cannot recover in tort for damage a defective component does to the manufacturer’s own finished goods. The act was made retroactive by its own terms — it “applies to any action begun on or after August 1, 1991,” which is the effective date the 1991 act took by default under Minn. Stat. § 645.02, having specified none of its own.

1998. Now the sequence I find most telling. On March 6, 1998, the Eighth Circuit predicted in AKA Distributing Co. v. Whirlpool Corp., 137 F.3d 1083, 1087 (8th Cir. 1998), that Minnesota would hold “in a suit between merchants, a fraud claim to recover economic losses must be independent of the Article 2 contract or it is precluded by the economic loss doctrine.” Forty-seven days later, on April 22, 1998, the governor signed Laws 1998, 1st Special Session, ch. 2 — Senate File No. 1 of that special session — adding § 604.10(e):

“This section shall not be interpreted to bar tort causes of action based upon fraud or fraudulent or intentional misrepresentation or limit remedies for those actions.”

Section 2 of that act declares the amendment “intended to clarify, rather than to change, the original intent” of § 604.10, and section 4 makes it apply to actions “pending on or commenced on or after” the day after enactment. Legislatures do not ordinarily reach back into pending cases to clarify something nobody was confused about.

2000. Two years later the legislature replaced the whole apparatus prospectively with § 604.101 — and, notably, left § 604.10 on the books rather than repealing it. Both sections are live today. Subdivision 6 does the choosing, by date.

The bar on product defect tort claims is a gate, and behind it a very small room

Subdivision 3 is the first of the two bars:

“A buyer may not bring a product defect tort claim against a seller for compensatory damages unless a defect in the goods sold or leased caused harm to the buyer’s tangible personal property other than the goods or to the buyer’s real property. In any claim brought under this subdivision, the buyer may recover only for:

(1) loss of, damage to, or diminution in value of the other tangible personal property or real property, including, where appropriate, reasonable costs of repair, replacement, rebuilding, and restoration;

(2) business interruption losses, excluding loss of good will and harm to business reputation, that actually occur during the period of restoration; and

(3) additional family, personal, or household expenses that are actually incurred during the period of restoration.“

Two distinct rules live in that subdivision, and lawyers routinely argue the first while ignoring the second. Harm to other property is the gate: no other-property or real-property harm, no tort claim at all. Once through the gate, the enumerated list is a cap — those three categories are the entire tort recovery. The value of the goods themselves never comes back in tort, no matter how much other damage they caused. Neither does lost good will, and neither does harm to business reputation; the statute excludes both by name.

The clock on categories (2) and (3) is a defined term worth quoting in full, because it is drafted to be short:

“Period of restoration” means the time a reasonable person would find reasonably necessary to repair, replace, rebuild, or restore other tangible property and real property harmed by the defect in the goods to a quality level reasonably equivalent to the quality level that existed before the defect caused the harm, but excluding in all circumstances:

(1) time necessary to repair, replace, rebuild, or restore the goods themselves;

(2) delays or other impediments resulting from a difficulty in obtaining financing; and

(3) delays or other impediments resulting from zoning or environmental requirements imposed by law that did not apply to the use of the harmed property immediately before the harm occurred.

§ 604.101, subd. 1(d). A plaintiff whose plant sat idle for eleven months does not get eleven months of business interruption if four of them were spent waiting on a lender or on a permit that the pre-loss use never needed. I price that exclusion into every business-interruption demand I send.

What counts as a “product defect tort claim” is also defined, and the definition gives away more than the drafters may have intended:

“Product defect tort claim” means a common law tort claim for damages caused by a defect in the goods but does not include statutory claims. A defect in the goods includes a failure to adequately instruct or warn.

§ 604.101, subd. 1(e). Failure to warn is inside the bar. Statutory claims are outside it entirely. A claim under the Prevention of Consumer Fraud Act, Minn. Stat. § 325F.69, subd. 1, brought through the private-remedy provision at Minn. Stat. § 8.31, subd. 3a — which carries costs, investigation costs and attorney fees — is not a “product defect tort claim” and subdivision 3 does not reach it. Whether you can use that route depends on a different set of rules, which I have worked through in Minnesota’s consumer protection statutes.

A final definition carries forward what the 1993 legislature added to § 604.10:

“If a good is a component of a manufactured good, harm caused by the component good to the manufactured good is not harm to tangible personal property other than the component good.”

§ 604.101, subd. 1(g). Buy a defective valve, install it in the pump you build, and the ruined pump is not other property. That claim is a warranty claim or it is nothing.

Negligent misrepresentation is gone in a goods case. Fraud is not.

Subdivision 4 is one sentence:

“A buyer may not bring a common law misrepresentation claim against a seller relating to the goods sold or leased unless the misrepresentation was made intentionally or recklessly.”

The Minnesota Supreme Court applied it in Valspar Refinish, Inc. v. Gaylord’s, Inc., 764 N.W.2d 359 (Minn. 2009). A truck-lid manufacturer counterclaimed against its paint supplier for negligent misrepresentation about color matching and application. The court walked the statutory definitions — seller, buyer, goods — held the claim within the section’s scope, and concluded that “a buyer of goods is barred from bringing a common-law negligent misrepresentation claim against the seller that relates to the goods sold,” because that tort does not require intent or recklessness. Id. at 370. The court expressly declined to reach whether a negligent misrepresentation claim would lie in an arm’s-length commercial transaction at all. Id. at 370 n.7.

So in a goods case between a buyer and a seller, negligent misrepresentation is abolished by statute. Intentional and reckless misrepresentation are not, and the recklessness standard is a genuine middle path that I see pleaded far too rarely. The UCC agrees: “Remedies for material misrepresentation or fraud include all remedies available under this article for nonfraudulent breach.” Minn. Stat. § 336.2-721 — the section both the 1998 and the 2000 acts told the revisor to annotate with a pointer to the economic loss statutes. The elements of the surviving claims are untouched by subdivision 5, and I have set them out at length in fraud and negligent misrepresentation in Minnesota.

For pre-August-2000 transactions the corresponding rule is § 604.10(e), quoted above, which is broader on its face — it protects fraud claims without conditioning them on anything.

Personal injury is outside the section by its first sentence

“This section does not apply to claims for injury to the person.” § 604.101, subd. 2. That sentence comes before the scope language, not after it, and it is unqualified. A wrongful-death or bodily-injury product claim is not affected by the economic loss statute in any way — not the other-property gate, not the damages cap, not the misrepresentation bar.

Practitioners get into trouble when a single incident produces both. The fire that injures the operator and destroys the warehouse yields a personal-injury claim governed by ordinary product liability law and a property claim governed by § 604.101, with two different damages universes and, frequently, two different defendants. The retailer’s statutory escape hatch runs on its own track as well — see the nonmanufacturer certification under Minn. Stat. § 544.41.

Privity is out, and it cuts both ways

Subdivision 2(1) makes the section apply “regardless of whether the seller and the buyer were in privity regarding the sale or lease of the goods.” For a defendant, that is good news: a remote manufacturer who never dealt with my client is still a “seller” and still gets subdivision 3’s gate and cap.

It is also the reason subdivision 6 counts two sales instead of one. The legislature reached upstream to protect the manufacturer, and in the same breath it made the manufacturer’s own sale date a jurisdictional fact in every non-privity case. Defendants who invoke subdivision 3 should be careful what they establish about when they sold the thing.

Warranty claims, incidentally, are untouched by all of this. In Driscoll v. Standard Hardware, Inc., 785 N.W.2d 805 (Minn. Ct. App. 2010), a mining company’s tort claims over a drill were dismissed and the district court then dismissed the implied-warranty claims too, on a merger theory. The Court of Appeals reversed that piece: because the buyer could not assert product defect tort claims, “the economic-loss doctrine does not preclude appellant from seeking damages under the Uniform Commercial Code (UCC) for breach of implied warranties.” Id. at 815. The tort bar and the warranty case are separate machines. What the warranty machine requires — notice, disclaimers, remedy limitations, the four-year clock — I have covered in the UCC article 2 warranty guide.

Services, buildings and real estate are not in this statute at all

“Goods” is defined as “tangible personal property, regardless of whether that property is incorporated into or becomes a component of some different property.” § 604.101, subd. 1(c). A house is not goods. A remodel is not goods. Neither is an audit, an appraisal, a design, or a hauling contract.

Here is where I part company with the way this is usually described. The common assumption is that when § 604.101 does not apply, “the common-law economic loss doctrine” governs instead. In Minnesota that is not right, for two independent reasons. First, McCarthy Well held that the common-law doctrine never reached beyond article 2 transactions in the first place — when the UCC does not apply, “the Superwood rule does not apply.” 410 N.W.2d at 315. Second, subdivision 5 says the doctrine “applies to claims only as stated in this section,” and Ptacek read that as abolishing any residual common-law version. I searched the published Minnesota Supreme Court and Court of Appeals decisions issued after August 1, 2000 for an economic loss doctrine applied to a pure services contract and found none. There is no such doctrine in this state.

What actually limits a tort claim on a services contract is a different and older rule: a plaintiff suing on a contract is confined to contract damages “except in exceptional cases where the defendant’s breach of contract constitutes or is accompanied by an independent tort.” Wild v. Rarig, 302 Minn. 419, 440–41, 234 N.W.2d 775 (1975). And, from the same opinion, the sentence that answers most of these motions: “A malicious or bad-faith motive in breaching a contract does not convert a contract action into a tort action.” Id. at 442. The Supreme Court applied the same principle in Glorvigen v. Cirrus Design Corp., 816 N.W.2d 572 (Minn. 2012), holding that “because the duty at issue — to provide Flight Lesson 4a — could only have arisen from the contract, appellants may not recover in tort.” Id. at 584.

The difference is not academic. Under the economic loss statute the question is whether other property was harmed. Under the independent-duty rule the question is where the duty came from. Plead a duty that exists whether or not there is a contract — a professional standard of care, a statutory duty, a duty to a third party — and the rule does not bite. Plead “you promised and you failed,” and it does.

Construction-defect files sit squarely in this territory, and they run on their own deadlines. The repose and warranty clocks are in Minn. Stat. § 541.051, and a new home carries statutory warranties the builder cannot waive under chapter 327A.

What survives, in one view

One question the statute appears to have changed, and nobody has litigated

Parker-Klein held in 1984 that a building is not “other property” as against the supplier of the brick in its walls, on the express ground that any other rule would exempt every seller of concrete, brick or steel from the doctrine. 354 N.W.2d at 820.

I do not think that survives § 604.101 on its own terms for a post-2000 sale. Subdivision 3 does not ask whether the damaged thing is a separate “product.” It asks whether the defect “caused harm to the buyer’s tangible personal property other than the goods or to the buyer’s real property.” The brick is the goods. The building is the buyer’s real property. And subdivision 1(g), the integrated-product rule the legislature did write, is limited by its own words to a component of a manufactured good — it says nothing about a component of a building.

The counter-argument is real and I will make it here rather than wait for it: subdivision 1(c) defines goods to include property “incorporated into or becomes a component of some different property,” which a defendant will read as carrying Parker-Klein’s integration logic forward, and subdivision 1(g) can be read as expressing a policy the courts should extend by analogy. I do not find that persuasive against the express words “or to the buyer’s real property,” but no published Minnesota appellate decision has decided it either way. If you have a post-2000 building-materials case, that is your motion, and it is a first-impression motion. Brief it accordingly.

How I work one of these files

1. Two dates on the cover. When did my client acquire the goods, and when did this defendant sell them? Either one before August 1, 2000 sends the file to § 604.10 and Hapka.
2. Goods or services? If the contract is a hybrid, run the predominant-purpose test from McCarthy Well and price out the goods portion against the whole. The creamery won on an $8,329.45-of-$34,573.27 split.
3. Inventory the damage in three columns — the goods, other tangible personal property, and real property. Column one is a warranty case. Columns two and three open the tort gate.
4. Test every loss against subdivision 3’s cap before it goes in a demand. Good will and business reputation are out by name; interruption and household expenses run only during the period of restoration as subdivision 1(d) defines it.
5. Decide whether the misrepresentation was intentional or reckless and plead it that way, with particularity, or do not plead it. Negligent misrepresentation is a dead letter in a goods case after Valspar.
6. Look for the statutory claim. Subdivision 1(e) excludes statutory claims from the bar, and the Consumer Fraud Act route carries fees that the tort claim does not.
7. If there is a personal injury, sever the analysis. Subdivision 2 takes that claim out of the statute completely.

The economic loss doctrine has a reputation in Minnesota as a claim-killer. Read the section and it is something considerably smaller: a gate, a cap, and one abolished tort, operating on a defined class of transactions that began on a date now more than twenty-six years in the past. In short, the statute answers the question — but only if you check the dates first.

Madgett Law, LLC

We litigate defective-product and defective-build disputes on both sides of the caption — buyers whose equipment destroyed something else, manufacturers and dealers defending claims that belong in contract, and businesses trying to work out before suit whether they have a tort case or a warranty case. That analysis starts with acquisition dates and a damage inventory, not with a form motion. If you are holding a loss and are not sure which body of law governs it, call 612-470-6529 or send us a message.

Sources: Minn. Stat. § 604.101, subd. 1(c) (definition of “goods”), subd. 1(d) (definition of “period of restoration” and its three exclusions), subd. 1(e) (definition of “product defect tort claim,” exclusion of statutory claims, failure to instruct or warn), subd. 1(g) (component of a manufactured good), subd. 2 (personal-injury exclusion; buyer-v.-seller scope; privity and UCC-article irrelevance), subd. 3 (other-property/real-property gate and the three exclusive damages categories), subd. 4 (misrepresentation bar unless intentional or reckless), subd. 5 (doctrine applies only as stated; elements unchanged), subd. 6 (both sales on or after August 1, 2000; § 604.10 disapplied); Minn. Stat. § 604.10(a)–(e) (pre-2000 rule: other-property recovery except between merchants in goods of the kind; nothing for the goods themselves; component carve-out; fraud savings clause); Minn. Stat. § 336.2-721 (UCC remedies for fraud); Minn. Stat. § 325F.69, subd. 1 (Consumer Fraud Act prohibition); Minn. Stat. § 8.31, subd. 3a (private remedy, costs and attorney fees); Minn. Stat. § 645.02 (default August 1 effective date for an act specifying none); Laws 2000, ch. 358, §§ 1, 3 (enactment of § 604.101; effective August 1, 2000); Laws 1991, ch. 352, § 2 (enactment of § 604.10); Laws 1993, ch. 91, §§ 1–2 (component amendment; applies to actions begun on or after August 1, 1991); Laws 1998, 1st Spec. Sess., ch. 2, §§ 1, 2, 4 (fraud savings clause; declared clarifying; applies to pending actions); Superwood Corp. v. Siempelkamp Corp., 311 N.W.2d 159, 162–63 (Minn. 1981) (holding and Yetka, J., separate opinion); Minneapolis Society of Fine Arts v. Parker-Klein Associates Architects, Inc., 354 N.W.2d 816, 820 (Minn. 1984) (“other property” and building materials); McCarthy Well Co. v. St. Peter Creamery, Inc., 410 N.W.2d 312, 314–15 (Minn. 1987) (“commercial transaction” means an article 2 transaction; predominant-purpose test); Hapka v. Paquin Farms, 458 N.W.2d 683, 688, 691 (Minn. 1990) (UCC controls exclusively in a commercial transaction involving property damage only; Yetka, J., dissenting); 80 South Eighth Street Ltd. Partnership v. Carey-Canada, Inc., 486 N.W.2d 393, 397, 399 (Minn. 1992) (asbestos contamination is not economic loss); Lloyd F. Smith Co. v. Den-Tal-Ez, Inc., 491 N.W.2d 11, 17 (Minn. 1992) (tort remedies available outside sales between merchants in goods of the kind; damage to the product itself is UCC-only); AKA Distributing Co. v. Whirlpool Corp., 137 F.3d 1083, 1087 (8th Cir. 1998) (federal court applying Minnesota law; fraud claim must be independent of the article 2 contract); Valspar Refinish, Inc. v. Gaylord’s, Inc., 764 N.W.2d 359, 370 & n.7 (Minn. 2009) (subd. 4 bars common-law negligent misrepresentation; arm’s-length duty question expressly left open); Driscoll v. Standard Hardware, Inc., 785 N.W.2d 805, 815 (Minn. Ct. App. 2010) (UCC warranty claims unaffected); Ptacek v. Earthsoils, Inc., 844 N.W.2d 535, 539–40 (Minn. Ct. App. 2014) (§ 604.101 exhaustively states the doctrine and abrogates the common-law version); Wild v. Rarig, 302 Minn. 419, 440–42, 234 N.W.2d 775 (1975) (independent-tort requirement; bad-faith breach is not a tort); Glorvigen v. Cirrus Design Corp., 816 N.W.2d 572, 584 (Minn. 2012) (duty arising only from contract will not support tort recovery). This article is general legal information about Minnesota law. It is not legal advice, it does not create an attorney–client relationship, and no particular outcome is promised or implied.