DISCUSSION
Petrograd will very likely be able to sustain just compensation from Coleman’s breach of warranty despite any statute of limitations concerns. While agreements involving intellectual property have yet to be definitively resolved in this state, a court is likely to find the contract between Petrograd and Coleman analogous to a sale of services, and therefore appropriate to be governed under Section 8106 of the Delaware commercial code. Though breach of promise actions under this rule are traditionally barred after three years, Petrograd’s situation likely qualifies for the discovery rule tolling exception due to the fact the injury was inherently unknowable. Alternatively, even if a court were to find the contract sufficient as a sale of goods, and appropriate to be governed under Section 2-725 of the state’s uniform commercial code, …show more content…
Sigma Consultants, the Delaware Superior Court held that the UCC does not apply because “[t]he service element of the transaction so dominates the subject matter . . . that, even though a tangible end product seemingly within the definition of ‘goods’ was produced, the contract is more readily characterized as one for services.” Wharton Mgmt. Grp. v. Sigma Consultants, No. C.A. 89C-JA-165, 1990 WL 18360 (Del. Super. Ct. Jan. 29, 1990), aff’d, 582 A.2d 936 (Del. 1990). The court acknowledged that “[w]hile the . . . product . . . may be involved incidentally in the transaction, it is the skill and knowledge of the . . . programmer which is being purchased . . . not the devices. . . .” Id. at *7. Further, the court explained how “no aspect of the intellectual product is altered and it continues to exist apart from its encoded medium.” Id. More simply stated, “[t]he means of transmission is not the object of the agreement.” Id. Notably, the court arrived at this conclusion despite the fact that the Delaware Supreme Court rendered a conflicting decision, on a similar disagreement, three years
Petrograd will very likely be able to sustain just compensation from Coleman’s breach of warranty despite any statute of limitations concerns. While agreements involving intellectual property have yet to be definitively resolved in this state, a court is likely to find the contract between Petrograd and Coleman analogous to a sale of services, and therefore appropriate to be governed under Section 8106 of the Delaware commercial code. Though breach of promise actions under this rule are traditionally barred after three years, Petrograd’s situation likely qualifies for the discovery rule tolling exception due to the fact the injury was inherently unknowable. Alternatively, even if a court were to find the contract sufficient as a sale of goods, and appropriate to be governed under Section 2-725 of the state’s uniform commercial code, …show more content…
Sigma Consultants, the Delaware Superior Court held that the UCC does not apply because “[t]he service element of the transaction so dominates the subject matter . . . that, even though a tangible end product seemingly within the definition of ‘goods’ was produced, the contract is more readily characterized as one for services.” Wharton Mgmt. Grp. v. Sigma Consultants, No. C.A. 89C-JA-165, 1990 WL 18360 (Del. Super. Ct. Jan. 29, 1990), aff’d, 582 A.2d 936 (Del. 1990). The court acknowledged that “[w]hile the . . . product . . . may be involved incidentally in the transaction, it is the skill and knowledge of the . . . programmer which is being purchased . . . not the devices. . . .” Id. at *7. Further, the court explained how “no aspect of the intellectual product is altered and it continues to exist apart from its encoded medium.” Id. More simply stated, “[t]he means of transmission is not the object of the agreement.” Id. Notably, the court arrived at this conclusion despite the fact that the Delaware Supreme Court rendered a conflicting decision, on a similar disagreement, three years