The UCC is properly applied to maritime sales contracts, but not to a service contract. Where a contract is mixed, its predominant character controls and is determined on the facts the same at sea as ashore, the wording, nature of the supplier's business and intrinsic worth of materials are relevant.
This suit arose out of a maritime contract between General Electric Company (GE) and Princess Cruises, Inc. (Princess) for inspection and repair services relating to Princess's cruise ship. A jury found GE liable for breach of contract and awarded Princess damages. On appeal, GE contended that the district court erred in denying its renewed motion for judgment as a matter of law, which requested that the court vacate the jury's award of incidental and consequential damages. Specifically, GE argued that the district court erroneously applied Uniform Commercial Code principles, rather than common-law principles, to a contract primarily for services. The Court reversed the district court's decision denying GE's renewed motion for judgment as a matter of law and remanded the case for modification of judgment.
Was the contract between GE & Princess subject to the provisions of the Uniform Commercial Code?
When the predominant purpose of a maritime or land-based contract is the rendering of services rather than the furnishing of goods, the U.C.C. is inapplicable, and courts must draw on common-law doctrines when interpreting the contract.