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The owner of a new office building contracted with a well-known landscaper to design and install landscaping around the building for $30,000. The agreement was memorialized in writing, was signed by both parties, and called for a budget of $5,000 for trees, shrubs, sod, and materials. The contract required the landscaper to complete the work within six months. Due to an unexpected increase in the price of trees and shrubs, the landscaper abandoned the project and never completed any of the work.Three years after the landscaper's deadline, the building owner sued the landscaper for breach of contract. In the jurisdiction, the statute of limitations for breach of a services contract is two years after the breach, and the statute of limitations for breach of a sale-of-goods contract is four years.Can the owner recover damages from the landscaper? A. No, because the contract is divisible with respect to the services and goods, and the landscaper's breach is therefore subject to the two-year statute of limitations. B. No, because the contract primarily calls for services, and the landscaper's breach is therefore subject to the two-year statute of limitations. C. Yes, because the landscaper's breach was a result of an increase in the price of goods, and his breach is therefore subject to the four-year statute of limitations. D. Yes, because the landscaper's breach was willful, and he is therefore estopped from denying that his breach is subject to the four-year statute of limitations.

Question

The owner of a new office building contracted with a well-known landscaper to design and install landscaping around the building for 30,000.Theagreementwasmemorializedinwriting,wassignedbybothparties,andcalledforabudgetof30,000. The agreement was memorialized in writing, was signed by both parties, and called for a budget of 5,000 for trees, shrubs, sod, and materials. The contract required the landscaper to complete the work within six months. Due to an unexpected increase in the price of trees and shrubs, the landscaper abandoned the project and never completed any of the work.Three years after the landscaper's deadline, the building owner sued the landscaper for breach of contract. In the jurisdiction, the statute of limitations for breach of a services contract is two years after the breach, and the statute of limitations for breach of a sale-of-goods contract is four years.Can the owner recover damages from the landscaper? A. No, because the contract is divisible with respect to the services and goods, and the landscaper's breach is therefore subject to the two-year statute of limitations. B. No, because the contract primarily calls for services, and the landscaper's breach is therefore subject to the two-year statute of limitations. C. Yes, because the landscaper's breach was a result of an increase in the price of goods, and his breach is therefore subject to the four-year statute of limitations. D. Yes, because the landscaper's breach was willful, and he is therefore estopped from denying that his breach is subject to the four-year statute of limitations.

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Solution

The answer is B. No, because the contract primarily calls for services, and the landscaper's breach is therefore subject to the two-year statute of limitations.

Here's the step-by-step reasoning:

  1. The contract between the owner and the landscaper is a mixed contract, involving both services (landscaping design and installation) and goods (trees, shrubs, sod, and materials).

  2. In many jurisdictions, the nature of the contract (whether it is a service contract or a sale-of-goods contract) is determined by the "predominant factor" or "gravamen of the action" test. This test looks at the main reason for the contract's existence.

  3. In this case, the main reason for the contract is the service of designing and installing the landscaping, not the trees and shrubs. The goods are merely incidental to the service.

  4. Therefore, the contract is primarily a service contract, and the two-year statute of limitations for breach of a service contract applies.

  5. Since the owner sued the landscaper three years after the breach, the lawsuit is outside the two-year statute of limitations.

  6. Therefore, the owner cannot recover damages from the landscaper.

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