2012 Ohio 1202
Ohio Ct. App.2012Background
- Electronics sued Wintronics for two breach-of-contract counts in April 2011.
- First count: Electronics contracted for assembly of 90 PCBA units; purchase orders for 90 PCBs plus labor; Electronics’ Kits affixed to PCBs; 90 Kits allegedly destroyed.
- Second count: conversion of 5 PCBAs (Omnia 5 to Omnia 6) delivered to Electronics’ customer; Wintronics allegedly failed to ship the Converted Boards.
- Electronics sought $50,494.20 in damages.
- Trial court granted Civ.R. 12(B)(6) dismissal, holding the contract was for sale of goods under the UCC with a four-year statute of limitations.
- Appellate court reversed, holding the predominant purpose of the contract was not conclusively shown by the documents; case remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the complaint time-barred as a matter of law based on predominant purpose of the contract? | Electronics argues mixed contract; services predominate. | Wintronics argues predominant goods; four-year UCC limit. | Not clearly time-barred; issue not conclusively resolved on the face of the pleadings and documents. |
| Is the predominant goods-versus-services question ripe for dismissal at Civ.R. 12(B)(6)? | Complaint supports services breach; not ripe for dismissal. | Purchase orders show goods focus; could support dismissal. | Question not ripe; reversal and remand |
Key Cases Cited
- Hester v. Dwivedi, 89 Ohio St.3d 575 (2000) (fundamental standard for Civ.R. 12(B)(6) review: assume facts in complaint and grant relief if no set of facts entitles recovery)
- Greeley v. Miami Valley Maintenance Contrs. Inc., 49 Ohio St.3d 228 (1990) (limits consideration to complaint and attached documents; no outside evidence on motion to dismiss)
- Renaissance Technologies, Inc. v. Speaker Components, Inc., 2003-Ohio-98 (9th Dist.) (burden on party to establish applicability of UCC; predominant goods/services generally a fact question)
- Harris v. Pro-Lawn Landscaping, Inc., 2010-Ohio-498 (8th Dist.) (Civ.R. 12(B)(6) dismissal improper unless action facially time-barred)
- Ward v. Graue, 2012-Ohio-760 (12th Dist.) (issues not ripe for review; de novo standard; factual disputes govern outcome)
- Mecanique C.N.C., Inc. v. Durr Environmental, Inc., 304 F. Supp.2d 971 (S.D. Ohio 2004) (predominant goods/services may be resolved as matter of law if no factual dispute)