## Facts

- A pilot brought his single-engine Piper aircraft to an aviation maintenance company for a required annual inspection and related service.
- The company performed inspection, maintenance, and repair work, including replacing rear-wing attach-point brackets using parts ordered for that job.
- Several months later, the aircraft crashed during a flight after encountering turbulence, killing the pilot and his passenger.
- The estates alleged the maintenance work was defective, including improper installation or missing mounting hardware for the replacement brackets.
- The estates sued for breach of express and implied warranties under UCC Article 2, characterizing the transaction as a sale of goods (replacement parts) rather than a service contract.

## Issues

1. Whether a mixed transaction for aircraft inspection/maintenance that includes furnishing and installing parts is governed by UCC Article 2 as a “transaction in goods.”
2. Whether, under the predominant purpose test, the contract was primarily for services (excluding Article 2 warranties) or primarily for goods (triggering Article 2 warranties).

## Decision

- The appellate court reversed the trial court’s denial of the defendant’s motion to dismiss the UCC warranty claims.
- Applying the predominant purpose test, the court held the contract was predominantly for inspection and maintenance services, with parts incidental to those services.
- Because the transaction was not primarily a sale of goods, UCC Article 2 warranty provisions did not apply.
- The case was remanded for further proceedings consistent with this holding.

## Legal Principles

- UCC Article 2 applies to mixed goods-and-services contracts only when the contract’s predominant purpose is the sale of goods.
- In determining predominant purpose, courts consider contract language, the provider’s business, what the parties bargained to receive as the essence of the deal, and the relative allocation of charges to goods versus services.
- The party invoking UCC Article 2 bears the burden to show that the principal object of the transaction was the sale of goods.
- Service providers who procure and install parts in the course of repair or maintenance generally remain outside Article 2 when the central undertaking is the service itself.

## Conclusion

The court classified the aircraft inspection and maintenance agreement as a service contract despite the installation of replacement parts, barring UCC Article 2 warranty claims and requiring the plaintiffs to proceed, if at all, under non-UCC theories.


Pass v. Shelby Aviation, Inc., No. W1999-00018-COA-R9-CV, 2000 WL 388775 (Tenn. Ct. App. Apr. 13, 2000)