## Facts

- The Cox brothers operated a bowling alley in Iowa that was destroyed by fire in February 1968 and decided to rebuild.
- In April 1968, they entered into written agreements with Woodrow B. Simek to supply and install bowling equipment and to perform related lane/floor work.
- Simek died before delivery and installation were completed, and the Coxes had paid less than half of the purchase price.
- After Simek’s death, the installed and delivered equipment—especially pinspotters—proved seriously defective, and installation problems persisted.
- The Coxes informed the estate’s administratrix, Frances M. Bonebrake, of the defects and, under business pressure to reopen, obtained replacement equipment and hired others to finish the work.
- Bonebrake sued for the unpaid contract balance; the Coxes asserted defenses and counterclaims for breach and damages, including theories tied to repudiation/nonperformance by the estate.
- Iowa law governed, including Iowa’s enactment of the Uniform Commercial Code (UCC).

## Issues

1. Whether the agreements were governed by UCC Article 2 as transactions predominantly for the sale of goods, notwithstanding installation and other services.
2. Whether the buyers’ damage and warranty remedies were barred by UCC notice-related provisions governing rejection and notice of breach.
3. Whether the estate’s conduct amounted to anticipatory repudiation (or otherwise excused further performance), and whether contrary findings were clearly erroneous.

## Decision

- The Eighth Circuit reversed the judgment for the seller’s estate and remanded for further proceedings.
- The court held the agreements were predominantly for the sale of bowling equipment, with labor and installation incidental, bringing the transactions within UCC Article 2.
- The court concluded the UCC had been misconstrued in a way that improperly denied the buyers any remedy for substantially defective goods based on overly technical notice concepts.
- The court determined that the factfinder’s implied resolution of anticipatory-breach/repudiation issues involved clear error on the record as a whole.

## Legal Principles

- A mixed goods-and-services contract is governed by UCC Article 2 when the “predominant factor” of the transaction is the sale of goods, and services are incidental.
- UCC notice requirements concerning rejection and notice of breach are not to be applied as rigid forfeiture devices where the buyer has effectively communicated the existence of serious defects and the seller is fairly alerted to the dispute.
- Appellate courts may reverse for clear error on combined questions of fact and law where the record leaves a definite and firm conviction that a mistake has been made, including on repudiation/anticipatory-breach determinations.

## Conclusion

The Eighth Circuit treated the bowling-equipment transaction as primarily a sale of goods under UCC Article 2 and rejected an interpretation of UCC notice provisions that would force payment of the full price for materially defective goods while eliminating buyer remedies; it reversed and remanded for proceedings consistent with those rulings.


Bonebrake v. Cox, 499 F.2d 951 (8th Cir. 1974)