Essay on Contracts: Cases, Discussion, and Problems
First of all, it is necessary to consider whether there UCC 2-102 applies to the transactions between Blithe and Moonshine and whether there was a distributorship agreement between Blithe and Moonshine and whether. It is accepted that the operations between Blithe and Moonshine involved order placing by Blithe, transfer of whiskey to the stores indicated in Blithe orders by Moonshine and payment of commission to Blithe on behalf of Moonshine.
According to UCC 2-102, this article only applies to goods which are defined as “all things which are movable at the time of identification to the contract of sale” and the sale is defined as “the passing of title from the seller to the buyer for a price”. Since Blithe did not actually pay a price for Moonshine’s whiskey and the title did not pass from Moonshine to Blithe, UCC 2-102 cannot be applied to the case of Blithe vs Moonside. In this case, the situation is similar to the precedent in Pass v. Shelby Aviation and Custom Communications in the sense that the “predominant purpose” test shows that the primary cause of the transaction was the provision of services, while the sale of goods simply accompanied the dominating service.
If the court decides to use the “gravamen test” instead of predominance test, there might be a portion of transaction related to the sale of good. However, even if the court chooses to do so and even if Blithe provides documents or other evidence showing that there were transactions of goods from Moonside to Blithe and transactions showing full payments of the price of goods from Blithe to Moonside, it would not still be possible to use UCC 2-102 due to the statute of frauds. According to it, any contract pertaining to the sale of goods which exceeds $500 but is not in writing or is in writing and is not signed by the person against whom the enforcement is sought is not enforceable under UCC 2-201.
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