Sales and Leases | 5
a. Predominant-Purpose Test Most courts follow the predominant-purpose test. Here, if the transaction is primarily a sale of goods with labor incidentally involved, Article 2 controls. Conversely, if the transaction is principally for services, with a sale incidentally involved, then the common law controls. How the parties label the transaction is relevant but not conclusive. Factors include: contractual language; the nature of the seller’s business, particularly whether the seller mainly provides goods or services; what a reasonable person would believe to be the buyer’s primary purpose in entering the
transaction, whether to obtain goods or services; and the amount charged for goods, relative to services.
b. Gravamen Test The gravamen test considers the primary focus of the plaintiff’s complaint. If the plaintiff’s allegations emphasize defective goods, then Article 2 controls—even if the transaction’s predominant purpose involves services. If those allegations center around the quality of services or labor, then the common law applies—even if the transaction’s predominant purpose is the sale of goods.
6. Role of the Common Law in a Transaction Subject to the UCC
Even if the UCC applies, common-law rules also operate, except insofar as the UCC supersedes them.
Key Terms in UCC Article 2
Article 2 features many technical terms.
1. Buyer
A buyer is someone to whom title to goods is transferred or who enters a contract contemplating such a transfer.
2. Seller A seller transfers title to goods or contracts to do so.
3. Good Faith
Concerning a merchant, good faith means subjective honesty and observing reasonable
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