Principles Underlying the Drafting of the Uniform Commercial Code
(1)It is fair to say that the draftsmen of the Code had an anticodification orantistatute predilection. They did not want to codify the law, in thecontinental sense of codification.(2)The drafters did not intend that the solution to problems within theambit of the Code must be found in the confines of the statute.D.Scope of Article 21.The Sales-Service Hybrida.
Anthony Pools v. Sheehan
, (Md. 1983)(1)
“Goods” means all things (including specially manufacturer goods) which are moveable at the time of identification to the contract for saleother than the money in which the price is to be paid, investment securities(Article 8) and things in action. “Goods” also includes the unborn young of animals and growing crops and identified things attached to realty as described inthe section on goods to be severed from realty (Section 2-107).
. In part a contract for the rendering of services and inpart a contract for the sale of goods.(3)
Predominant Factor Test
. Whether the predominant factor, the thrust, thepurpose, reasonably stated, is a transaction of sale with labor incidentallyinvolved or vice versa.(a)If the service aspect predominated, no warranties of qualitywere imposed in the transactions, not even if the defect orcomplaint related to the goods that were involved rather thanto the services.(b)However, a number of commentators have advocated a morepolicy oriented approach to determining whether warranties of quality and fitness are implied with respect to goods sold as partof a hybrid transaction in which service predominates.(4)
. A number of commentators have advocated a morepolicy oriented approach to determining whether warranties of qualityand fitness are implied with respect to goods sold as part of a hybridtransactions in which service predominates.(5)
. Focus instead on whether the gravamen of the actioninvolves goods or services.b.Distinguishing Sales from Service(1)
Insul-Mark Midwest, Inc. v. Modern Materials, Inc.
(Ind. 1993)(a)Determination of whether the predominant thrust of a mixedcontract is to provide services or goods:i)
. Look first to the
language of thecontract
, in light of the situation of the parties and thesurrounding circumstances. Specifically, one looks tothe terms describing the parties, and the words used todescribe the relationship between the parties.ii)
. One looks to the circumstancesof the parties, and the primary reason they enteredinto the contract. One also considers the final productthe purchaser bargained to receive, and whether itmay be described as a good or a service.iii)
Costs of Goods v. Services
. Finally, one examines thecosts involved for the goods and services and whetherthe purchaser was charged only for a good, or a pricebased on both goods and services.(2)
Hirschfield Sons Co. v. Colt Industries
(Mich. 1981)(a)Plaintiff bought a large scale for $16,525 and the contract called-2-