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Unformatted text preview: the hunter or trapper takes possession of them).
It may seem to the student reading this chapter that the UCC vastly complicates the rules
of contracts! But in fact, the rules are designed to reflect the practicalities involved in how
people do business, and attempt to achieve outcomes that are more typical of the parties’
understanding than the common law might find. rog80328_07_c07_134-156.indd 138 10/26/12 5:52 PM CHAPTER 7 Section 7.1 Offer and Acceptance of the Sales Contract In the Media: Is a Kosher Meal More Goods or Services?
Fallsview Glatt Kosher Caterers is a New York catering business that
specializes in offering kosher services at select hotels during Jewish
holidays. Think of it as a Yom Kippur away from home. In 2004, Fallsview was hired by Willie Rosenfeld to provided catering services for
him and 15 members of his family at Kutcher’s Country Club, in the
Catskill Mountains of New York. The contract price was $24,050, but it
was a contract Rosenfeld never actually signed.
On the day of the event, Rosenfeld and his family failed to show (and
without notification to Fallsview), and then, as might be expected,
also failed to pay. The catering company filed a breach of contract
suit, to which Rosenfeld responded by seeking dismissal on the
grounds that the suit was barred by New York’s statute of frauds for The predominant purpose test
helps to determine whether a
contract is governed by Article
Rosenfeld’s theory was that the contract was, essentially, for the sale 2 of the UCC or by common
of food, which constitutes “goods.” Therefore, because the contract law contract doctrines. The
price was for at least $500 and because he hadn’t signed it, it was courts ruled that Rosenfeld’s
unenforceable under Section 2-101 of New York’s UCC. Furthermore, contract was defined by
Rosenfeld argued that the hotel accommodations and entertainment services and not governed by
that accompanied the serving of the kosher food were simply “inci- the UCC, therefore making the
dental” services and not the primary reason for the contract.
FOOD AND DRINK PHOTOS/Food and The court ruled against Rosenfeld, applying the “predominant purDrink/SuperStock
pose” test, and concluded that “‘essence’ of the family and communal ‘experience’ is defined primarily by ‘services’ and not by ‘goods.’” Since the UCC’s statute of frauds
didn’t apply, the common law contract doctrines did, and Rosenfeld’s lack of signature didn’t make the
The UCC’s Article 2 only applies to a sale of “goods.” The predominant factor test deals with a contract
that includes both goods and services by putting a seesaw scale under the purpose or objective of
the contract and weighing which side is heavier: the goods aspect or the services aspect. If the goods
side is heavier, so to speak, then the whole contract is governed by Article 2. If not, then the contract
is governed by common la...
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