Law School Discussion

Law Students => Current Law Students => Topic started by: natalieag on August 30, 2007, 03:36:04 PM

Title: Anybody handy? UCC question
Post by: natalieag on August 30, 2007, 03:36:04 PM
Hey, would an architect's contract to sell blueprints to a real estate developer be termed "goods" and have UCC apply?

This is a non-graded assignment cuz a prof is out of town, so we are allowed to ask for help.  Thanks in advance!

PS, I think it does qualify under 2-105 because the blueprints themselves are "movable," not a security or service etc. but as an overwhelmed 1L I'm completely prepared to admit I'm unbelievably wrong.  Thanks!

PS More points given for quicker responses... ;D
Title: Re: Anybody handy? UCC question
Post by: jimmyjohn on August 30, 2007, 03:55:00 PM
I think you're right.  The definition of "goods" in 2-105 is very broad and encompasses almost all movable objects except for currency used to pay for the contract.  Blueprints certainly seem to fit within the general definition and thus a contract for blueprints would be a contract for the sale of goods. 
Title: Re: Anybody handy? UCC question
Post by: Bob Loblaw Esq. on August 30, 2007, 04:00:23 PM
I would probably agree as well.  But it could be argued the other way; for instance, if the architect was employed to draw up the blue prints for a fee, that might be considered a service.  It depends on the facts.
Title: Re: Anybody handy? UCC question
Post by: jd06 on August 30, 2007, 04:05:38 PM
Careful.  The professor gave you one to think about.  A contract can be for goods and services, at which point, as I recall, you look to the predominate purpose of the k (help me people, is that the language?) to determine whether to apply c/l or UCC.  Here, real estate developer is really contracting for the architect's services, not his paper.  The architect is to draw the blueprint.  While the blueprint is, of course, written on paper (chattel), the value of the paper is nominal relative to the service provided.  I'd go with a common law analysis and, for extra credit, distinguish the UCC.  "Were the court to apply the UCC, the outcome would be different because...."   8)    
Title: Re: Anybody handy? UCC question
Post by: natalieag on August 30, 2007, 04:09:46 PM
Thanks for the responses guys!  As it's ungraded, I'll probably just go with my instincts on this one since you tend to agree (although I think most of my classmates are going the other way)  The hypo specifically says, "developer enters into a contract with an architect to design an office building, developer agrees to pay architect $25000 on delivery of final blueprints."

Seems to me that blueprints are "goods," that consulting during the construction would obviously be services.  I dunno...gonna go with that unless someone stops me quick...Thanks again!

Hmm....as I was typing this, the last reply was posted.  Now I'm unsure again.  *brain hurts*
Title: Re: Anybody handy? UCC question
Post by: Bob Loblaw Esq. on August 30, 2007, 04:17:30 PM
if you want to impress your prof, you will explore both sides of the problem.  You should explain that there are strong arguments on both sides, and give your support.  Then come down on one side and explain why, on balance, your choice is the stronger answer.
Title: Re: Anybody handy? UCC question
Post by: jd06 on August 30, 2007, 04:36:18 PM
Thanks for the responses guys!  As it's ungraded, I'll probably just go with my instincts on this one since you tend to agree (although I think most of my classmates are going the other way)  The hypo specifically says, "developer enters into a contract with an architect to design an office building, developer agrees to pay architect $25000 on delivery of final blueprints."

Seems to me that blueprints are "goods," that consulting during the construction would obviously be services.  I dunno...gonna go with that unless someone stops me quick...Thanks again!

Hmm....as I was typing this, the last reply was posted.  Now I'm unsure again.  *brain hurts*

*lol* Welcome to ls.  Bob's answer is probably the best - good arguments on both sides.  I suppose that's why you got the question.  Make both arguments, but choose a side.  (Kinda like contracting for a painting, huh?  Are you paying for the design and creation or the finished product?)   

Title: Re: Anybody handy? UCC question
Post by: slacker on August 30, 2007, 07:41:37 PM
I would agree with the argue both sides, but as stated, the contract is essentially for the service. The blueprints are a tangible output from the service. Under predominant use, the service/common law would govern. As a severable contract, the UCC could govern the blueprints as an item, but the creation/drafting still fall under a service.

If it were a contract for plans for an office building, not specifying if the architect was to create from scratch or provide existing plans, then it would be a little less clear cut.
Title: Re: Anybody handy? UCC question
Post by: jd06 on August 31, 2007, 10:51:08 AM
Easy to distinguish a k to buy the rare book - you didn't contract with the author to write it, you agreed to buy the finished product from seller.  It's chattel.   

Similarly, in your hypo, builder didn't contract with architect to purchase blueprints.  He contracted with architect to design the building. Blueprints are the byproduct.  Yes, there's a "manufactured good" involved but that's why we have the "prodominant purpose" test.  The predominant purpose of the k was a service. (See K-Bomb's analysis - case law like that helps us to flush out the black letter law.  Get used to using case law to broaden your understanding of codified law).  Now, if builder were to re-sell the blueprints (for whatever crazy reason, maybe the design itself was ingenious), now you're talking goods, same as purchase of the rare book. 

Make the best arguments you can for both sides and you're good.  But don't ignore the development of the law.         
Title: Re: Anybody handy? UCC question
Post by: Lascar on September 03, 2007, 11:30:24 AM
The "correct answer" is not the conclusion itself, but the analysis that got you there.  Professors are smart and know to ask the close questions. 

Apply both the predominant element and gravamen tests, and argue for both sides.  As for a conclusion, unless it is an advocacy paper, just come up with a mushy kind of a statement like, "due to the fact that the predominant element of the contract was ____, the UCC likely does/ likely does not apply because__________." 

Title: Re: Anybody handy? UCC question
Post by: LVP on September 03, 2007, 08:40:02 PM
You will probably get more points if you answer it like it's hard, but it's not hard.  The gist is this: "developer enters into a contract with an architect to design an office building. . . ."  That's all you need.  The K was not for blueprints, or any other good.  The K was for designing an office building.  Just because the money was due on delivery of the blueprints doesn't mean the developer was buying blueprints.

It's probable you'll get more points if you argue all sides - that is the usual way - but I've also had things come up on the exam where the prof was looking for a simple correct answer.  On my Ks II exam, there was one question where he gave me full points based on my first one or two sentences.  I didn't gain or lose anything for the rest of my answer.  He was looking for people to realize how easy it was.
Title: Re: Anybody handy? UCC question
Post by: Lascar on September 03, 2007, 10:58:31 PM
Agreed that it is not a particularly hard question, but the point to the exercise is clearly to do some legal analysis, not to provide a two sentence answer. 

And I also agree that one of the keys to doing well on exams is prioritizing between the issues that can be answered easily and the answers that require a more in depth analysis, but again, given that it is the beginning of the semester of a first year course, the professor is looking for the students to dig into the question a bit.  I seriously doubt the professor is looking for "people to realize" how easy this question is. 

My advice remains the same:  apply both the predominant element and gravamen tests and see where you get.  LVP's summation is probably right under the predominant element test:  that which is anticipated by all parties is a finished building (a service), not simply a set of blueprints (a good).  Applying the gravamen test though, the situation becomes more muddied.  Applying the rule that you look into what is being sued over (here, presumably the blueprints), the UCC would apply.  (I think one of the leading cases in this area involved a faulty diving board that was a part of a swimming pool.  Though the overall contract was for the construction of a pool, the MD court applied the gravamen test, and due the fact that the breach of warranty suit involved the diving board, itself a moveable good, the UCC did apply).