Clarifying the MPLA’s Reach: Mississippi Supreme Court Limits Products Liability Act to Defective-Product Claims and Preserves Contract and Commercial Implied-Warranty Actions

Introduction

In Sunshine Mills, Inc. v. Nutra-Blend, LLC (Miss. Sept. 4, 2025), the Supreme Court of Mississippi delivered a significant clarification of the Mississippi Products Liability Act (MPLA), Miss. Code Ann. § 11-1-63. The dispute arose after Sunshine Mills—a pet food manufacturer—unknowingly received and incorporated a highly concentrated Vitamin D3 premix (D3-500) instead of the lower concentration it had historically purchased (D3-7500), leading to Vitamin D toxicity in dogs and substantial recall-related losses.

Sunshine Mills sued on multiple theories. It later abandoned its tort claims (products liability and negligence), pursuing only contract-based theories: breach of contract and breach of the implied warranty of fitness for a particular purpose under the Uniform Commercial Code (UCC). The trial court granted summary judgment to Nutra-Blend, holding the MPLA subsumed the claims and that the claims failed on other grounds. The Supreme Court reversed, holding the MPLA does not subsume Sunshine Mills’ remaining contract claims and that genuine issues of material fact preclude summary judgment.

The decision sets an important precedent on the scope of the MPLA, the interpretive meaning of the statute’s “commercial damage to the product itself” carve-out, the inapplicability of the Act’s “innocent seller” defense to non-MPLA claims, and the standards for proving an implied warranty of fitness claim and recovering consequential damages.

Summary of the Judgment

• The Court holds the MPLA governs only claims for damages caused by defective products—not every claim in which a product is involved. The Act’s framework requires a defect and “unreasonably dangerous” condition; therefore, contract claims alleging delivery of the wrong or unsuitable product are not subsumed.
• The Court expressly declines to extend the MPLA to breach of contract actions between commercial parties. A contract claim is a claim for damages caused by a breach, not by a product.
• Although “breach of implied warranty” appears in § 11-1-63’s non-exhaustive list, the Act excludes “commercial damage to the product itself.” Read in light of the economic loss doctrine, purely economic damages (e.g., recall costs, refunds, freight, testing, destruction) fall outside the MPLA; such warranty claims may proceed under the UCC.
• Because the MPLA does not apply to Sunshine Mills’ claims, Nutra-Blend cannot invoke the Act’s “innocent seller” defense (§ 11-1-63(h)).
• There are genuine factual disputes precluding summary judgment on both: (a) breach of contract (course of dealing and mutual assent concerning D3-7500 vs. D3-500), and (b) breach of the implied warranty of fitness for a particular purpose (knowledge of purpose, reliance, and unfitness for Sunshine Mills’ specific formulation).
• Consequential damages under UCC § 2-715 remain potentially recoverable; whether Sunshine Mills’ inspection was reasonable and whether any failure to detect the mismatch proximately caused the losses are jury questions.
• Result: Reversed and remanded for further proceedings on the contract and warranty claims.

Detailed Analysis

Statutory Framework and the Court’s Clarification of the MPLA

Section 11-1-63 sets out the MPLA’s exclusive regime for “any action for damages caused by a product” against product manufacturers, designers, or sellers. Importantly, the statute:

• Structures liability around proof that the product was defective (design, manufacturing, failure to warn, or breach of express warranty) and “unreasonably dangerous,” with causation of the claimed damages (§ 11-1-63(a)(i)-(iii)).
• Contains an exclusion: “except for commercial damage to the product itself.”
• Provides an “innocent seller” defense “in any action alleging that a product is defective pursuant to paragraph (a)” (§ 11-1-63(h)).

Nutra-Blend argued that the opening clause—“in any action for damages caused by a product”—sweeps broadly enough to subsume all claims triggered by a product, including breach of contract and implied warranty. The Court rejected this expansive reading, emphasizing the statute’s structure and elements: the MPLA governs claims premised on defective products, not every dispute where a product appears in the causal chain. This aligns with prior guidance that the MPLA is the exclusive remedy for tort-based product defect theories—not for contractual disputes between commercial parties.

Precedents Cited and Their Role

• Elliot v. El Paso Corp., 181 So. 3d 263 (Miss. 2015):
  The Court reaffirmed that tort claims alleging product defects (e.g., failure to warn) must be analyzed under the MPLA. But it also acknowledged that claims unrelated to alleged defects—such as fraud, misrepresentation, or non-defect-based implied warranty—need not be brought under the MPLA. Sunshine Mills leverages that principle: its claims sound in contract and do not require proof of a product defect as defined by § 11-1-63.
• Lawson v. Honeywell Int’l, Inc., 75 So. 3d 1024 (Miss. 2011):
  Cited for the MPLA’s exclusivity over product defect tort claims against manufacturers and sellers, not common-law claims against non-sellers or claims sounding in contract. The Court’s analysis hews closely to Lawson’s boundaries.
• State Farm Mut. Auto. Ins. Co. v. Ford Motor Co., 736 So. 2d 384 (Miss. Ct. App. 1999):
  Interpreted the MPLA’s “commercial damage to the product itself” exclusion as channeling such claims to warranty/contract remedies. The Supreme Court expressly agrees with this understanding, thereby endorsing the Court of Appeals’ reading.
• East Mississippi Electric Power Ass’n v. Porcelain Products Co., 729 F. Supp. 512 (S.D. Miss. 1990) (Erie guess):
  While the Mississippi Supreme Court has not formally adopted the economic loss doctrine, this federal decision (drawing on Seely v. White Motor Co., 403 P.2d 145 (Cal. 1965)) observed the majority rule limiting negligence/strict liability to physical injury or damage to other property, channeling purely economic losses to contract/warranty. The Supreme Court uses the doctrine’s logic to illuminate § 11-1-63’s “commercial damage” exclusion, without adopting the doctrine wholesale.
• Dancy v. State, 287 So. 3d 931 (Miss. 2020); Hall v. State, 241 So. 3d 629 (Miss. 2018); Legislature v. Shipman, 170 So. 3d 1211 (Miss. 2015):
  Provide statutory interpretation principles: de novo review and primacy of legislative intent gleaned from statutory text and structure. These tools underpin the Court’s narrow reading of “damages caused by a product.”
• White v. Jernigan Copeland Att’ys, PLLC, 346 So. 3d 887 (Miss. 2022); Norman v. Anderson Reg’l Med. Ctr., 262 So. 3d 520 (Miss. 2019); Healy v. AT&T Servs., Inc., 362 So. 3d 14 (Miss. 2021); Theobald v. Nosser, 752 So. 2d 1036 (Miss. 1999):
  Establish contract law baselines: elements of breach and expectancy damages—useful to distinguish contract damages (caused by the breach) from tort-based product defect damages (caused by a defective, unreasonably dangerous product).
• Watson Quality Ford, Inc. v. Casanova, 999 So. 2d 830 (Miss. 2008); Garner v. S & S Livestock Dealers, Inc., 248 So. 2d 783 (Miss. 1971):
  Define and apply the implied warranty of fitness for a particular purpose under Mississippi law, guiding the elements Sunshine Mills had to satisfy.
• Byram Café Group, LLC v. Tucker, 344 So. 3d 844 (Miss. 2022); Stribling Inv., LLC v. Mike Rozier Constr. Co., 189 So. 3d 1216 (Miss. 2016); Karpinsky v. Am. Nat’l Ins. Co., 109 So. 3d 84 (Miss. 2013); Simmons v. Thompson Mach. of Miss., Inc., 631 So. 2d 798 (Miss. 1994); Brown v. Credit Center, Inc., 444 So. 2d 358 (Miss. 1983):
  Provide the summary judgment framework: de novo review; movant’s burden; evidence viewed in the light most favorable to the non-movant; doubts resolved for the non-movant.
• Grenada Living Ctr., LLC v. Coleman, 961 So. 2d 33 (Miss. 2007); Rotenberry v. Hooker, 864 So. 2d 266 (Miss. 2003); UCC §§ 1-201(b)(3), 1-303(b):
  Address contract formation and “course of dealing,” which Sunshine Mills invokes to argue the parties’ long-running practice defined the agreement.
• Smith v. Minier, 380 So. 3d 889 (Miss. 2024); Rein v. Benchmark Constr. Co., 865 So. 2d 1134 (Miss. 2004); Clark v. Illinois Central R.R., 794 So. 2d 191 (Miss. 2001):
  Confirm causation and reasonableness determinations are classic jury issues, relevant to UCC consequential damages disputes hinging on inspection and proximate cause.
• Cooper Tire & Rubber Co. v. Tuckier, 826 So. 2d 679 (Miss. 2002):
  Illustrates the quintessential tort-based defective product case (defective tire leading to rollover and injury), contrasting with contract claims for wrong/inadequate product delivery.
• Brasscorp v. Highside Chems., Inc., No. 1:02CV84, 2007 WL 1673539 (S.D. Miss. June 7, 2007):
  Treats recall and related expenses as economic losses aligned with the “commercial damage to the product itself” category—supporting the Court’s view that these are outside the MPLA.

Core Legal Reasoning

1) The MPLA governs defective-product claims, not every dispute “caused by a product.”

The Court reads § 11-1-63 as a coherent whole. The Act’s architecture—requiring a specific defect category, “unreasonably dangerous” condition, and causation—demonstrates legislative intent to regulate tort claims grounded in product defect theory. Nutra-Blend’s expansive reading would swallow non-defect contract claims and distort the statute’s detailed defect-based framework. The Court thus clarifies: only claims for damages caused by a defective product lie within the MPLA.

2) Breach of contract is not subsumed by the MPLA.

Sunshine Mills alleges Nutra-Blend breached their sales agreement (formed by course of dealing over years of ordering D3-7500) by shipping D3-500, a different and vastly more concentrated premix. Contract damages are caused by the breach, not by an unreasonably dangerous product. The Court refuses to extend the MPLA to such claims, emphasizing the tort-contract distinction and confirming that the Act’s exclusivity pertains to tort-based product defect claims.

On summary judgment, factual disputes remain regarding:

• Whether the parties’ course of dealing obligated Nutra-Blend to continue supplying D3-7500 unless clearly agreed otherwise;
• Whether Sunshine Mills’ “acceptance” of shipments labeled “D3-500” reflected a true meeting of the minds or a misunderstanding inconsistent with their established practice;
• Whether references across emails, invoices, bills of lading, and labels unambiguously changed the product, and how those communications should be interpreted in light of the alleged single-product belief.

3) Breach of implied warranty of fitness for a particular purpose can proceed outside the MPLA where the claim is not defect-based and seeks purely economic losses.

The Court distinguishes between an implied warranty claim that repackages a product defect tort (which the MPLA would capture) and one that addresses suitability for a buyer’s particular purpose (which need not involve a “defect” or “unreasonable danger” as the MPLA defines those terms). Sunshine Mills presented evidence that:

• Nutra-Blend’s nutrition director originally recommended D3-7500 as “his solution” to Sunshine Mills’ specific formulation needs;
• Sunshine Mills relied on Nutra-Blend’s expertise and the recommended concentration;
• D3-500, although usable in the industry generally, was unfit for Sunshine Mills’ particular recipe because of its drastically higher concentration.

The damages sought—recall expenses, product refunds, freight, testing, and destruction—are commercial losses tied to the value of the finished dog food product. The Court interprets § 11-1-63’s “commercial damage to the product itself” exclusion (informed by the economic loss doctrine’s logic) to mean such damages fall outside the MPLA. Accordingly, Sunshine Mills’ UCC warranty claim proceeds under common-law/UCC principles, not the MPLA.

4) “Innocent seller” defense is unavailable because the MPLA does not apply.

The innocent seller provision (§ 11-1-63(h)) is explicitly limited to “any action alleging that a product is defective pursuant to paragraph (a).” Because Sunshine Mills’ surviving claims are not MPLA claims (they do not allege a product defect under the Act), Nutra-Blend cannot invoke this statutory immunity.

5) Consequential damages under UCC § 2-715 and the inspection/proximate cause question are for the jury.

Nutra-Blend argued Sunshine Mills could not recover consequential damages because a simple inspection would have revealed the mismatch (D3-500 vs. D3-7500), and such damages could have been “reasonably prevented.” The Court points to UCC § 2-715(2)(a) and its comment 5: whether the buyer’s inspection (or lack thereof) broke the causal chain is a reasonableness and proximate cause question typically reserved for the fact-finder. Here, both sides presented evidence on packaging differences, color and price differentials, Sunshine Mills’ high-volume receiving processes, and its understanding that Nutra-Blend sold only one “Vitamin D3” premix. Those factual conflicts preclude summary judgment.

Impact and Forward-Looking Implications

1) Doctrinal Clarification with Practical Effects

• Scope of the MPLA: The decision provides clear guidance that the MPLA governs defective-product tort claims, not all claims tangentially involving products. This protects the vitality of contract and UCC warranty remedies for commercial losses, especially in supply-chain disputes where the crux is wrong, mismatched, or unsuitable goods.
• “Commercial damage to the product itself”: By aligning the statutory exclusion with the economic loss doctrine’s rationale, the Court channels purely economic disputes back to contract and warranty law without adopting the doctrine as a general common-law rule. Plaintiffs seeking recall and related expenses have a clearer path under UCC warranty.
• Innocent seller defense narrowed: Sellers cannot rely on § 11-1-63(h) to escape liability for non-defect contract/warranty claims. This elevates the importance of UCC-based defenses and contract drafting (disclaimers, limitations of liability, allocation of risk).

2) Litigation Strategy and Pleading

• Plaintiffs will more carefully segregate tort product defect claims (MPLA) from contract/warranty claims (UCC), especially when seeking economic losses such as recall costs.
• Defendants should anticipate that attempts to force all product-related disputes into the MPLA will meet resistance unless a “defect” and “unreasonably dangerous” condition are genuinely alleged.
• Summary judgment practice: Fact-intensive issues like course of dealing, mutual assent, reliance, reasonableness of inspection, and proximate cause are likely to reach juries.

3) Commercial Practice and Risk Allocation

• Contract drafting: Expect greater emphasis on conspicuous UCC § 2-316 disclaimers of implied warranties, § 2-719 limitations/exclusions of consequential damages, and clear integration/no-reliance clauses—subject to enforceability and unconscionability constraints.
• Operational controls: Sellers should implement robust order confirmation protocols that specify product identity and concentration (e.g., D3-500 vs. D3-7500), SKU controls, and change-management notices for product variants. Buyers should strengthen inbound inspection, documentation checks (labels, bills of lading, COAs), and internal escalation for deviations.
• Quality and communication: Where a supplier historically recommends a formulation, both sides should memorialize reliance, any changes, and explicit acceptance of substitutions.

Complex Concepts Simplified

• MPLA (Mississippi Products Liability Act):
  A statute governing tort claims against product manufacturers/sellers based on defective products. It requires proof of a defect (design, manufacturing, failure to warn, breach of express warranty), that the defect made the product unreasonably dangerous, and that the defect proximately caused the damages. It does not govern ordinary breach of contract or non-defect warranty claims.
• “Commercial damage to the product itself”:
  Economic losses tied to the product’s value (e.g., recall, testing, freight, destruction, refunds). The MPLA excludes such damages; they are typically addressed under contract/warranty law.
• Economic loss doctrine:
  A common-law principle (not formally adopted in Mississippi) that generally limits negligence/strict liability recovery to physical injuries or damage to other property, channeling purely economic losses to contract/warranty. The Court uses the doctrine’s logic to interpret the MPLA’s exclusion without adopting the doctrine wholesale.
• Implied warranty of fitness for a particular purpose (UCC § 2-315):
  Arises when the seller knows the buyer’s specific purpose and the buyer relies on the seller’s skill/judgment to select suitable goods. Liability turns on unfitness for that particular purpose, not whether the goods are generally fit for ordinary uses.
• Course of dealing (UCC §§ 1-201, 1-303):
  A sequence of past conduct between the parties that establishes a common basis for understanding and can supply or explain terms in the current contract.
• Innocent seller defense (§ 11-1-63(h)):
  A statutory shield for non-negligent sellers who are mere conduits—but only in actions alleging a “defective” product under the MPLA. It does not apply to pure contract/warranty disputes.
• Consequential damages and inspection (UCC § 2-715):
  Buyers can recover losses foreseeable to the seller at contracting and not reasonably preventable by cover or otherwise. If the buyer should reasonably have detected a mismatch/defect before use, that may break proximate cause—but this is usually a jury question.

Conclusion

Sunshine Mills, Inc. v. Nutra-Blend, LLC meaningfully clarifies Mississippi law in several respects:

• It confines the MPLA to the field for which it was designed—defective-product tort claims—rather than allowing the Act to subsume all disputes involving products.
• It preserves contract and UCC implied warranty claims seeking commercial losses (including recall-related costs), especially where the dispute concerns suitability or delivery of the wrong product rather than an “unreasonably dangerous” defect.
• It confirms the “innocent seller” defense is unavailable outside MPLA actions alleging a defect.
• It underscores that factual disputes about course of dealing, reliance, inspection, and proximate cause typically belong to the jury, making summary judgment inappropriate on a record like this one.

Practically, the ruling will influence how litigants plead and defend product-related disputes and how commercial actors draft contracts, manage supply-chain communications, and structure quality control. Doctrinally, it offers a careful, text-grounded interpretation of § 11-1-63 that harmonizes with the UCC and the economic loss framework, while leaving open broader questions about the economic loss doctrine’s formal adoption in Mississippi. The Court’s approach advances clarity, respects the tort–contract boundary, and provides predictable channels for resolving commercial product disputes.