Definition
A contractual phrase used in sale agreements — particularly sales of goods — by which the buyer accepts the item in whatever condition it exists, including all defects, whether known or unknown at the time of sale. The seller makes no warranty as to quality, condition, or fitness. By agreeing to purchase "with all faults," the buyer assumes the risk of imperfections discovered after the transaction is complete.
The phrase operates as an express disclaimer of implied warranties. It signals that the seller is not vouching for the soundness of the goods and that the buyer is purchasing on the strength of their own inspection and judgment, not on any representation made by the seller.
One important limitation applies: the disclaimer does not extend so far as to permit the seller to pass off something that is not the item bargained for at all. If the defects are so severe that they destroy the essential identity of the thing sold — that is, if the item is no longer recognizable as the thing contracted for — the buyer does not bear the risk. The sale itself may fail for want of a subject matter.
Common Language
Modern common usage (Wiktionary): Not a standard entry. The phrase does not appear in general civilian vocabulary.
Historical common usage (Webster's 1913): Not listed as a standalone entry. "Fault" as a noun denotes a defect, imperfection, or blemish. "With all faults" would be understood as an informal intensifier meaning "despite every shortcoming."
The phrase has no meaningful life outside legal and commercial contexts. Ordinary readers encountering it in a contract would likely understand it as a general acknowledgment of imperfection, but they would miss its technical force: a full transfer of risk, an elimination of implied warranty protection, and the specific carve-out preserving identity-of-subject-matter challenges. The legal phrase is a term of art, not a casual expression.
Common Confusion
"With all faults" is sometimes confused with "as is," and the two phrases are often used interchangeably in practice. They are functionally similar but not identical. "As is" disclaims warranties by reference to the item's current condition as observable. "With all faults" goes a step further by expressly acknowledging that faults exist and that the buyer accepts them regardless — it is the more emphatic and historically precise formulation. In modern commercial law, the Uniform Commercial Code recognizes both approaches to warranty disclaimer, and courts have treated them as producing equivalent legal effects in most circumstances, but researchers working with older documents should be alert to the distinction. "With all faults" is the older common-law phrase; "as is" gained broader commercial currency in the twentieth century.
Why It Matters in Research
Researchers will encounter "with all faults" primarily in materials dealing with sales of goods, real property transfers, and auction sales — anywhere a seller sought to limit liability for defects. Several research considerations bear attention.
First, the phrase predates modern statutory warranty frameworks. Sources written before the Uniform Commercial Code (and its predecessor, the Uniform Sales Act) treat "with all faults" as a common-law exception to implied warranty obligations developed through case law. After the UCC's adoption, the same result is achieved through Section 2-316's warranty disclaimer rules, but the classic phrase still appears in commercial contracts and courts continue to honor it.
Second, the identity-of-subject-matter limitation is easy to overlook. Both Black's editions define the phrase with this carve-out intact, but many practitioners and older secondary sources treat "with all faults" as an absolute assumption of all risk. Researchers analyzing whether a disclaimer was effective should always verify whether the claimed defect was one that destroyed the item's essential character — courts have occasionally found disclaimers ineffective on this ground.
Third, auction contexts produce a distinct body of case law. Sales at auction frequently occur "with all faults and errors of description," a broadened version of the phrase that attempts to disclaim not only physical defects but also misdescription by the auctioneer. The legal sufficiency of such language varies.
Fourth, real property usage differs from goods usage. When land or buildings are sold "with all faults," the phrase interacts with property-specific doctrines — including caveat emptor as applied to real estate and, in modern practice, mandatory disclosure statutes — that do not apply to goods transactions. The effectiveness of the disclaimer turns on local law and cannot be assumed to be the same across contexts.
Historical Dictionary Support
Black's Law Dictionary and its second edition give essentially identical one-sentence definitions, differing only in a typographical variation ("purchaser" vs. "purehaser" in the second edition — the latter is a printing error). Both editions agree on the two key elements: assumption of risk by the buyer, and the identity-of-subject-matter limitation on the seller's protection. Neither edition elaborates on the UCC implications, the auction variant, or the real property context, which reflects the pre-code orientation of those sources.
Bouvier's Law Dictionary offers no independent definition, redirecting to the entry for "ALL" — a cross-reference that produces little of substance for this term. Researchers should not rely on Bouvier here.
Taken together, the historical dictionaries provide a sound baseline definition but are thin on application. They reflect a common-law world in which implied warranty protections were narrower to begin with, making "with all faults" clauses somewhat less dramatic than they appear in the modern UCC context where implied warranties of merchantability and fitness would otherwise attach automatically.
Jurisdictional Note
In UCC jurisdictions (all U.S. states in some form), "with all faults" language is analyzed under the warranty disclaimer provisions of Article 2. In real property transactions, effectiveness of the disclaimer depends heavily on state-specific disclosure law; some states have rendered caveat emptor substantially inoperative for residential sales regardless of contractual language.
Encyclopedia Cross-Reference
The Law Mind Military, Veterans & Admiralty Law Encyclopedia: Collision — Navigation Rules (COLREGS), Fault, and Divided Damages [military_46] — relevant for researchers examining fault allocation in admiralty sale or cargo contexts.