Question
Jimi is an up-and-coming guitar player whose career is taking off fast. Leo is a well-known guitar designer and manufacturer who builds and sells high
Jimi is an up-and-coming guitar player whose career is taking off fast. Leo is a well-known guitar designer and manufacturer who builds and sells high quality custom-made electric guitars for professional musicians. Leo's custom-made guitars are highly sought after by top guitar players around the world. He has a reputation as a one-of-a-kind designer, and his custom-made guitars are generally acknowledged to be of the highest quality. Leo is known for not only designing and building guitars not only to a guitar player's stated specifications, but also for building a guitar that is best suited, and will bring out the best sound, for the player it is designed for. The best guitar players in the world all own at least one of Leo's custom-made guitars.
Jimi calls Leo and talks to him about building a custom-made guitar. After Jimi provides the specifications he wants in the guitar, Leo calculates that the parts will cost him $1,000 and his labor on the project is worth $1,500. He proposes to build the guitar and sell it to Jimi for $3,000. Leo quotes this price to Jimi over the phone, and Jimi responds, "That sounds good to me. Go ahead and get started."
Based on their oral agreement, Leo designs and builds a custom electric guitar for Jimi. When Leo delivers the guitar, Jimi is disappointed with the quality. He objects that the neck of the guitar is made of maple wood rather than rosewood. Virtually all of Leo's guitars have rosewood necks, and Jimi had assumed his guitar would have a rosewood neck too. Leo explains to Jimi that he thought the tone of a maple neck would be best for Jimi's playing style, and since Jimi did not specify a particular type of wood for the neck Leo exercised his professional judgment. Jimi believes a maple neck is too difficult to play on and that the tone is not right for his style. Jimi rejects the guitar and refuses to pay for it.
Leo sues Jimi for breach of contract. Jimi's attorney intends to defend, in part, on the statute of frauds - i.e., on grounds that there is no enforceable contract because the agreement was not in writing. Jimi's attorney knows that, in contracts governed by the UCC, contracts for the sale of goods for $500 or more need to be in writing; therefore, if the contract is governed by the UCC, it needs to be in writing. Jimi's attorney also knows that if the contract is not governed by the UCC, it does not need to be in writing and he will not be able to use the statute of frauds as a defense. Analyze whether the contract is governed by the UCC or common law.
Please use the following rule to analyze this problem:
Contracts for the sale of goods are governed by the Uniform Commercial Code. Goods are defined as things that are moveable, including crops to be severed from land. All other contracts are governed by common law principles.
In hybrid contracts that involve both the transfer of goods and the rendition of a service, the test for determining governing law is the predominant purpose test, which asks whether the predominant purpose of the contract is the sale of goods or the rendition of a service. In determining the predominant purpose, a court will consider factors like the plain language of the contract, the nature of the seller's business, the final product the purchaser bargained to receive, and the respective amounts charged under the contract for goods and services.
Step by Step Solution
There are 3 Steps involved in it
Step: 1
Get Instant Access to Expert-Tailored Solutions
See step-by-step solutions with expert insights and AI powered tools for academic success
Step: 2
Step: 3
Ace Your Homework with AI
Get the answers you need in no time with our AI-driven, step-by-step assistance
Get Started