UCC Question: What is a "good"? Forum

[SammyJ]

I know that the UCC defines "goods" as things that are movable. My professor also explained that when analyzing whether a contract is for services or for goods, we should consider what the primary purpose of the contract is for. That all makes sense. But what about contracts in foggier areas? For instance, a contract for construction of a ship. Is this primarily services or goods? What if I want to hire a world famous architect to build me the ship? Does it make a difference?

Thanks in advance everyone!

[thedive]

Yes, the UCC defines goods as movable things, including livestock, crops, manufactured things, etc. We were also taught you usually look at the primary purpose/predominant factor for a hybrid transaction. You look to see whether the good or service is more predominant and which is ancillary to the K. The other approach we learned (minority) was the gravamen test. Here, you apply UCC to the sale of goods component, but common law to the services part of the K.

[sidhesadie]

Did you guys not go over predominant purpose and gravamen of the action analyses? We actually had a ship build hypo on our midterm and that was what you were supposed to do with it.

edit: posted at same time as poster above me.

[SammyJ]

Nope... We didn't go over the gravamen test. Strange (and frustrating).

[MrPapagiorgio]

In your ship hypo it would be a service contract (or more likely, to be governed under the admiralty laws, but that's neither here nor there) because the building of the ship is a clear predominant purpose. If you were just buying the goods to build the ship yourself, then it would be governed by the UCC. But building is a service, and it dominates the contract. It's really one of the minor points of an exam but is a great opportunity for you to argue for both sides.

[SammyJ]

In your ship hypo it would be a service contract (or more likely, to be governed under the admiralty laws, but that's neither here nor there) because the building of the ship is a clear predominant purpose. If you were just buying the goods to build the ship yourself, then it would be governed by the UCC. But building is a service, and it dominates the contract. It's really one of the minor points of an exam but is a great opportunity for you to argue for both sides.

This is what I was thinking. Usually the difference is minor, but it can have a huge impact on how other issues play out. For instance, if a party assigns his right under a contract, whether or not the contract is governed by the UCC matters. Thanks for your help!

[gdane]

Anytime you have an ambiguity as to whether something is a good or a service argue both sides for extra points.

Its likely a service under the BMC Barth Predominant purpose test, but go into a quick goods and UCC analysis.

Good luck!