154 So. 3d 482
Fla. Dist. Ct. App.2015Background
- Allied Shelving contracted with National Deli to provide and install a pallet rack system in National Deli’s warehouse.
- The contract is a hybrid goods-and-services transaction involving sale of shelving units and installation/manufacture of those units.
- The trial court ruled in National Deli’s favor on breach of contract claims and against Allied Shelving on Allied Shelving’s counterclaims.
- Allied Shelving argued the trial court should have applied the UCC Article II rather than common-law contract rules.
- There was no trial transcript provided; the appellate court cannot reassess underlying factual findings without a record.
- The appellate court affirmed, concluding the contract’s predominant factor was the services portion, and thus error in applying UCC could not be established based on the record present
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the contract is governed by UCC or common law | Allied Shelving: goods-focused contract; UCC applies | National Deli: services-focused contract; common law applies | Hybrid contract; predominant factor is services; common law governs |
| Whether the trial court’s predominant-factor finding is supported | Record supports goods predominance (if any) or clear basis for UCC | Record shows services predominance; trial court’s finding correct | No transcript; cannot rebut; court affirms based on inferred predominance of services |
Key Cases Cited
- BMC Indus., Inc. v. Barth Indus., Inc., 160 F.3d 1322 (11th Cir. 1998) (hybrid contracts; predominance test for goods vs. services under UCC vs. common law)
- Dionne v. Columbus Mills, Inc., 311 So.2d 681 (Fla. 2d DCA 1975) (defining goods vs. services for UCC applicability)
- Birwelco-Montenay, Inc. v. Infilco Degremont, Inc., 827 So.2d 255 (Fla. 3d DCA 2001) (predominant factor test for hybrids in Florida)
- Applegate v. Barnett Bank of Tallahassee, 377 So.2d 1150 (Fla. 1979) (absence of trial record limits appellate factual review)
- Bonebrake v. Cox, 499 F.2d 951 (8th Cir. 1974) (framework for hybrids: service vs. goods predominance)