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Meyers v. Henderson Construction Co.

Decided: January 27, 1977.

CYRIL MEYERS, T/A OVERHEAD DOOR COMPANY OF METUCHEN, PLAINTIFF,
v.
HENDERSON CONSTRUCTION CO., DEFENDANT



Weiss, J.d.c., Temporarily Assigned.

Weiss

[147 NJSuper Page 77] This case comes before the court on defendant's motion for summary judgment. The issue to be resolved is whether the plaintiff's action on a contract is barred by the four-year limitation period

of N.J.S.A. 12A:2-725 or whether the six year limitation period of N.J.S.A. 2A:14-1 is applicable.

The relevant facts viewed in a light most favorable to plaintiff are as follows: In October 1968 Crawford Door Sales entered into a contract with Henderson Construction Co. (Henderson), to supply and install overhead doors at the Sterling Extruder job site. The agreed upon price was $3,850 and was not itemized. In November 1969 Overhead Door Co. of Metuchen (Metuchen), purchased the business, including the contract in question, from Crawford Door Sales. The contract set forth the obligation of Metuchen as follows:

Furnish all labor, materials, tools and equipment to satisfactorily complete the installation of all overhead doors as required by revised plans and specifications, including addenda 1 and 2, as prepared by Collins, Uhl and Horsington, Architects and Engineers. Lump sum price for work includes N.J. Sales Tax -- $3,850.00 Submit six copies of shop drawings and/or details to this office, for architect's approval, immediately.

Metuchen purchased the disassembled overhead door unit directly from the manufacturer. The drawings and plans, describing the doors in detail, show them to be not unlike the overhead doors often installed in factories throughout the area. Each of the four doors is 11'10" wide and 14'1" high and is raised and lowered on a track system. The unit was delivered to plaintiff's warehouse in sections with the hardware in separate containers. The parts were then transported to the construction site where a mechanic and his helper spent 15 days hinging the panels together, installing the tracks and setting the assembled doors in place. Finally glass was purchased and mounted. Performance was completed, and in March 1970 Henderson received Metuchen's invoice.

In May 1970 Henderson, claiming a set-off based upon the costs of completing performance of a prior contract in which it is alleged Metuchen's predecessor was involved, sent a check for $1,278 to Metuchen, in violation of the terms of

the contract. On February 23, 1976 this action for the balance of the contract price was instituted.

Which statute properly applies depends upon how the contract may be most accurately characterized -- as one for the sale of goods (as defined in N.J.S.A. 12A:2-105 (1)) plus incidental services, or as one for construction services with the subcontractor furnishing materials as well as labor. The characterization issue, although briefly raised in E.A. Coronis Assocs. v. M. Gordon Constr. Co. , 90 N.J. Super. 69, 74 (App. Div. 1966), has not been resolved in post-uniform Commercial Code New Jersey case law.

Whether the contract underlying this action is governed by the U.C.C. in general and N.J.S.A. 12A:2-725 in particular turns upon the meaning given to "goods" in N.J.S.A. 12A:2-105(1). New Jersey Study Comment 1 following the above section is instructive. It is there stated:

The Federal District Court using New Jersey law, has held that this definition is to be construed broadly. * * * Not all courts have given the word "goods" such a broad construction, however, and the changes of Sales Act terminology made by subsection 2-105 of the Code appear designed to overturn the cases handed down in other states which seem unnecessarily restrictive. Most of these cases involve situations in which the seller not only sells goods but agrees to install them. Where the installation aspect of the transaction dominates, many courts have held that the transaction does not involve "goods" but "work and labor". * * * Since the "things" involved in these cases are movable, the Code would treat them as "goods".*fn1 [Citations omitted]

In Bonebrake v. Cox , 499 F.2d 951 (8 Cir. 1974), the court examined the rules of construction found in ยง ...


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