Golden v. Den-Mat Corp.
77 U.C.C. Rep. Serv. 2d (West) 537, 276 P.3d 773, 47 Kan. App. 2d 450 (2012)
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Rule of Law:
In a mixed contract for both goods and services, the transaction is governed by Article 2 of the Uniform Commercial Code (UCC) if the 'predominant purpose' of the contract is the sale of goods. The determination of the predominant purpose is a question of fact to be decided by a jury.
Facts:
- Brenda Golden saw a magazine advertisement for Cerinate veneers, manufactured by Den-Mat, which promoted them as lasting up to 16 years 'with no discoloration.'
- Den-Mat referred Golden to Dr. Carissa M. Gill, a dentist authorized to apply the veneers.
- In November 2004, Golden met with Dr. Gill, stated her desire for 'super white' teeth, showed Dr. Gill the Den-Mat brochure, and asked about durability and discoloration.
- Golden alleged that Dr. Gill assured her that porcelain, the material used in the veneers, would not discolor.
- On January 10, 2005, Dr. Gill installed the Cerinate veneers on Golden's upper teeth, for which Golden paid Dr. Gill $9,875.25.
- After the installation, Dr. Gill provided Golden a 'Five Year Limited Warranty' card stating it was 'in lieu of all other warranties, whether expressed or implied.'
- Over the following two years, several veneers came loose or cracked, and Golden observed that they developed a 'gray cast.'
- In April 2007, a Den-Mat representative confirmed to Dr. Gill that it was possible Golden's veneers had become stained or had darkened over time.
Procedural Posture:
- Brenda Golden filed suit against Den-Mat and Dr. Carissa M. Gill in Sedgwick County District Court, the trial court of first instance.
- Golden's petition alleged breach of express and implied warranties under the Uniform Commercial Code (UCC) and violations of the Kansas Consumer Protection Act (KCPA).
- Den-Mat and Dr. Gill filed separate motions for summary judgment, arguing the claims were time-barred and substantively deficient.
- The district court granted summary judgment in favor of both defendants on all claims.
- Golden, as appellant, timely appealed the district court's grant of summary judgment to the Kansas Court of Appeals, an intermediate appellate court.
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Issue:
In a mixed transaction involving the sale and installation of dental veneers, is the determination of whether the 'predominant purpose' is the sale of goods, thereby making the Uniform Commercial Code (UCC) applicable, a question of fact for the jury?
Opinions:
Majority - Atcheson, J.
Yes. Whether a mixed transaction for goods and services is governed by the UCC is determined by the predominant purpose test, which presents a question of fact for the jury. The district court erred in granting summary judgment because a jury could reasonably conclude that the predominant purpose of the transaction was the acquisition of the veneers (goods), with the installation services being incidental. The court found that Golden specifically sought out a particular product to achieve a cosmetic goal, distinguishing it from a therapeutic medical procedure where services would clearly predominate. The court also held that the district court improperly re-characterized Golden's UCC and KCPA claims as torts, thereby applying incorrect and shorter statutes of limitation; Golden's claims were filed within the proper statutory periods for UCC (4 years) and KCPA (3 years) actions. Finally, genuine issues of material fact exist regarding the existence and breach of express warranties, implied warranties of merchantability and fitness for a particular purpose, and violations of the KCPA.
Analysis:
This case clarifies the application of the 'predominant purpose' test to novel mixed contracts, specifically those involving cosmetic procedures provided by licensed healthcare professionals. By holding that the UCC can govern such a transaction, the decision establishes that the focus is on the consumer's primary objective—acquiring a product versus receiving a service—making this a fact-intensive inquiry generally unsuitable for summary judgment. This precedent strengthens consumer protection by preventing courts from re-characterizing statutory warranty or consumer protection claims as torts to apply shorter statutes of limitation. It signals that suppliers of goods, even when they are professionals providing ancillary services, may be subject to UCC warranties.
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