Hagman v. Swenson, 149 A.D.3d 1

Plaintiff Karolina Hagman, an interior designer, contracted with defendant Kristen Swenson in 2007 to provide interior design services, including selecting and procuring furniture and accessories, for multiple homes (work performed Dec 2007–July 2010).
Contracts/invoices showed items purchased at "list price," which Hagman says included both suppliers' net price and a built-in design/service markup; a $1,200 upfront design fee was crossed out and Hagman charged a separate $200/hr consulting fee for certain tasks.
Defendants paid until June 2009; last payment March 14, 2010. As of July 2010, defendants allegedly owed $52,859.04.
Plaintiff sued May 11, 2015 (breach of contract against K. Swenson; unjust enrichment, quantum meruit, and account stated against both defendants).
Supreme Court dismissed the complaint, holding the contract was predominantly a sale of goods (UCC 2-725 four-year SOL) and thus time-barred; appellate court modified to reinstate breach claim, holding the contract predominantly for services (CPLR six-year SOL).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the mixed goods/services contract is predominantly for services or goods for statute of limitations purposes	Hagman: contract primarily for creative interior design services; goods procurement incidental; list prices include service markup; six-year CPLR 213 applies	Defendants: contract effectively a sale of goods (majority of outstanding bills are for goods); four-year UCC 2-725 applies	Predominantly a services contract; six-year CPLR 213 applies; breach claim timely
Whether unjust enrichment/quantum meruit claims survive where an express contract exists	Hagman: alternative recovery if contract fails	Defendants: claims duplicative	Dismissed as duplicative of the contract claim
Whether non-signatory Michael Swenson liable on contract or quasi-contractual claims	Plaintiff: sought recovery against both defendants on alternative theories	Defendants: Michael not a signatory; no basis for liability	Quasi-contractual claims dismissed as to Michael (nonsignatory)
Whether account stated claim valid given disputed contract	Hagman: account stated as alternative method to collect	Defendants: underlying dispute over contract bars account stated	Dismissed as merely another attempt to collect under disputed contract

Levin v. Hoffman Fuel Co., 94 A.D.2d 640 (1st Dept 1983) (establishes predominant-purpose test for mixed goods/services contracts)
Schenectady Steel Co. v. Bruno Trimpoli Gen. Const. Co., 43 A.D.2d 234 (3d Dept 1974) (contract for construction including supply of materials held primarily a services contract)
Gibraltar Mgmt. Co., Inc. v. Grand Entrance Gates, Ltd., 46 A.D.3d 747 (2d Dept 2007) (construction contract with materials predominately a services contract)
Wuhu Import & Export Corp. v. Capstone Capital, LLC, 39 A.D.3d 314 (1st Dept 2007) (application of predominant-purpose test in mixed transactions)
Clark-Fitzpatrick, Inc. v. Long Is. R.R. Co., 70 N.Y.2d 382 (1987) (quasi-contract claims duplicative where express contract governs)