309 Ga. App. 113
Ga. Ct. App.2011Background
- DPS offered to sell and haul dirt to Paramount for a construction project; Paramount disputes that a definitive contract was formed.
- The trial focused on whether the contemplated transaction was governed by Article 2 (sale of goods) or common law (services).
- Evidence showed DPS prepared a quote for furnishing and hauling borrow dirt; Paramount bid based on that quote.
- Paramount later disputed a definitive agreement and chose to buy dirt from another vendor; DPS sued for breach of contract.
- The trial court instructed the jury on predominant purpose; the jury returned a general verdict, leading to this appeal.
- On appeal, the court held that the predominant-purposes question was for the jury and that substantial evidence supported sale of goods as the predominant purpose.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether predominant purpose was sale of goods or services | Paramount argues services predominate | DPS argues sale of dirt predominates | Trial court improper to decide; jury resolves the issue |
| Whether Article 2 applies to the contract | Since hauling is service, common law should apply | Predominant purpose was sale of dirt, so Article 2 applies | Article 2 could apply if sale of goods predominates; jury could determine predominant purpose |
| Whether the trial court properly submitted predominant-purpose issue to the jury | Need legal ruling on predominant purpose | Jury should determine predominant purpose based on evidence | Allowed; jury verdict on predominant purpose supported by evidence |
| Whether evidence supports the jury's finding of predominant purpose | Costs attributed to hauling show services predominate | Costs fluctuate; not dispositive; dirt value matters | Evidence supported finding that sale of dirt was predominant purpose |
Key Cases Cited
- D.N. Garner Co. v. Ga. Palm Beach Aluminum Window Corp., 233 Ga.App. 252 (1998) (Article 2 applicable to sale of goods; opposing view on contract formation)
- J. Lee Gregory, Inc. v. Scandinavian House, 209 Ga.App. 285, 433 S.E.2d 687 (1993) (predominant-purpose framework for mixed transactions)
- Heart of Texas Dodge v. Star Coach, 255 Ga.App. 801, 567 S.E.2d 61 (2002) (premises for predominant-purpose analysis; Article 2 vs common law)
- Olé Mexican Foods v. Hanson Staple Co., 285 Ga. 288, 676 S.E.2d 169 (2009) (predominant purpose—when goods vs services drive contract)