## Facts

- Duro Bag Manufacturing, Inc. supplied paper shopping bags to Abercrombie & Fitch for use in Abercrombie’s retail stores.
- Abercrombie requested that special artwork be printed on the bags.
- Duro did not have equipment to perform the required printing.
- Duro contracted with Printing Services Company, Inc. to print Abercrombie’s artwork.
- Duro provided Printing Services with Abercrombie’s design and blank paper sheets.
- Printing Services printed and transferred the artwork onto the blank sheets for a fixed per-sheet price.
- Printing Services delivered the imprinted sheets to Duro.
- Duro converted the imprinted sheets into finished bags and delivered them to Abercrombie.
- Abercrombie deemed the artwork unacceptable and refused to accept or pay for the bags.
- Duro refused to pay Printing Services’ invoice and sued Printing Services in federal court (diversity jurisdiction), asserting breach-of-warranty claims under Ohio’s version of UCC Article 2.
- Printing Services moved to dismiss, arguing the transaction was not a sale of goods within Article 2.

## Issues

1. Whether Printing Services’ contract to print artwork onto Duro-supplied blank sheets was a “transaction in goods” governed by Ohio UCC Article 2.
2. If Article 2 applied, whether Duro’s UCC-based breach-of-warranty claims plausibly stated a claim sufficient to survive a motion to dismiss.

## Decision

- The court denied Printing Services’ motion to dismiss.
- The court concluded that the transaction was properly treated as a sale of goods covered by Ohio UCC Article 2.
- Because Article 2 applied, Duro’s warranty claims under Article 2 were not dismissed at the pleading stage.

## Legal Principles

- UCC Article 2 applies to “transactions in goods,” meaning movable, tangible items identified to the contract.
- When an agreement involves both labor and a tangible product, courts commonly ask whether the agreement is predominantly for goods or predominantly for services.
- Custom work that results in delivery of a movable finished product (such as printed materials) can fall within Article 2 even though skill and labor are required to produce it.
- Pricing and performance features consistent with a product purchase (such as a per-unit/per-sheet price and delivery of finished items for the buyer’s downstream use) support treating the arrangement as a goods transaction for Article 2 purposes.
- On a motion to dismiss, a court asks whether the complaint plausibly alleges facts that, if true, place the transaction within Article 2 and support the asserted warranty theories.

## Conclusion

The court treated Printing Services’ production and delivery of imprinted paper sheets as a transaction in goods rather than a pure service arrangement, so Ohio UCC Article 2 governed and Duro’s Article 2 breach-of-warranty claims survived Printing Services’ motion to dismiss.


Duro Bag Manufacturing v. Printing Services Co., 2010 WL 3586855 (2010)