Delaware’s adopted version of the UCC defines a good as “all things which are moveable at the time of identification of the contract for sale” and necessitates said goods to be “both existing and identified before any interest in them can pass.” 6 Del. C. §2-105. If these requirements are found to be met “an action for breach of any contract for sale must be commenced within in 4 years after the cause of action has accrued.” Further, “a breach of warranty accrues when tender of delivery is made, except…where a warranty explicitly extends to future performance…” 6 Del. C. §2-725.
In contrast, if said requirements are not met, breaches of promises, such as warranties and contracts, must adhere to the three-year statute of limitations set for in title 10 section 8106 of Delaware’s Commercial Code. Specifically, §8106 provides; “No action to recover damages…arising out of contractual…relations, based on a promise…[or] caused by an injury…indirectly from the act of the defendant shall be brought after the expiration of 3 years from the accruing of the cause of such action…” 10 Del. C. §8106. Therefore, in order to determine if Petrograd’s breach of warranty claim will remain a viable option, an analysis of the classification of the contract must first be considered.
A. The disputed contract is a services contract and should not be governed by the UCC.
A court will likely hold the contract in dispute, one which involves a mixture of both goods and services, as predominately
