## Facts

- An interior designer and homeowners entered a written agreement in June 2007 for interior-design work at a residence in Tuxedo Park, New York.
- The agreement required payment for the designer’s creative services and for furniture and other tangible items procured to implement the design.
- From December 2007 through July 2010, the designer renovated and decorated multiple rooms and performed additional exterior-related work that was billed separately.
- The designer ultimately performed design services for three homes for the same owners, who relied on her creative judgment in selecting, arranging, and placing items.
- The designer regularly invoiced for services and for procured items; by July 2010 a substantial balance remained unpaid, largely associated with furniture and similar items.
- In May 2015, the designer sued for breach of contract to recover the unpaid balance.

## Issues

1. For statute-of-limitations purposes, whether a contract for interior-design services that also includes procurement of furniture and other items is predominantly a sale-of-goods contract governed by UCC § 2-725’s four-year limitations period.
2. Alternatively, whether the contract is predominantly a services contract governed by CPLR 213’s six-year limitations period, rendering the 2015 breach-of-contract claim timely.

## Decision

- The Appellate Division, First Department, reversed the dismissal of the breach-of-contract claim on statute-of-limitations grounds.
- Applying the “predominant purpose” test for mixed goods-and-services transactions, the court held the transaction was predominantly for services.
- The court concluded that the sale of goods was merely incidental to the design services.
- The six-year limitations period under CPLR 213 applied, and the breach-of-contract claim filed in 2015 was timely.

## Legal Principles

- Mixed transactions involving both goods and services are classified for limitations purposes by determining whether the transaction is predominantly for goods or for services.
- UCC § 2-725’s four-year limitations period applies only when the contract is predominantly for the sale of goods.
- When professional services are the primary object of the bargain and the transfer of tangible items is incidental to implementing those services, the claim is governed by CPLR 213’s six-year limitations period.
- The allocation of charges between goods and services may be relevant but is not determinative; the contract must be characterized by its overall nature and objective.

## Conclusion

The court held that an interior designer’s contract that includes procurement of furnishings is governed by the six-year statute of limitations when the designer’s creative and professional services are the contract’s dominant purpose, making the breach-of-contract claim timely.


Hagman v. Swenson, 149 A.D.3d 1 (N.Y. App. Div. 1st Dep’t 2017)