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Tuesday, February 11, 2014

Is a Contract for Roof Repair Covered by the UCC's Article 2?

This is the second in a series of posts commenting on the cases cited in Jennifer Martin's summary of developments in Sales law published in The Businss Lawyer.

Roof_diagramYesterday, we reviewed a case in which a contract for installation of a home entertainment system was deemed to be a contract for the sale of goods.  Well, what about a roof installation contract?  The agreement in question in Buddy’s Plant Plus Corp. v. CentiMark Corp. was labeled a Sales Agreement.  It provided that Centimark would intall a 10-year acrylic coating to the roofs of nine buildings belonging to Buddy's Plant Plus (Buddy's).  After CeniMark completed the work, the roof leaked, and despite years of attempted repairs, the leaks persisted.  Eventually, Buddy's brought suit, which after a change of venue, ended up in the District Court for the Western District of Pennsylvania.  Buddy's alleged breaches of various warranties, breach of contract and fraudulent misrepresentation.  

The court found the parol evidence rule barred the introduction of evidence relating to Buddy's fraudulent misrepresentation claim, so that claim was dismissed.  The court also dismissed Buddy's breach of express and implied warranties claims to the extent that they sounded in the UCC.  Applying the predominant purpose test, the court found that the Sales Agreement was in fact a contract for services and not a contract for the sale of goods.  

It turns out that there is a body of law on roofing contracts, and the authorities weigh heavily in favor of treating such contracts as predominantly involving services.  This case was a bit different, since CentiMark did not install a new roof; it installed an acrylic coating.  Still, the court found that the coating was incidental to the predominant purpose of the contract, which was the installation of a new roofing system.

The case was permitted to proceed on Buddy's breach of contract claim and on its claim that CentiMark violated the warranty to perform in a workmanlike manner.  

http://lawprofessors.typepad.com/contractsprof_blog/2014/02/is-a-contract-for-roof-repair-covered-by-the-uccs-article-2.html

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