Karolina Hagman doing business as Karolina Hagman Interior Design, Plaintiff-Appellant,
Kristen Swenson, et al., Defendants-Respondents.
appeals from the order of the Supreme Court, New York County
(Eileen A. Rakower, J.), entered February 25, 2016, which
granted defendants' motion to dismiss the complaint.
Law Office of Greg Curry, P.C., Hauppauge (Greg Curry of
counsel), for appellant.
& Gresser, LLP, New York (Nathaniel P.T. Read and Joanna
K. Chan of counsel), for respondents.
Rolando T. Acosta, J.P. Dianne T. Renwick Richard T. Andrias
David B. Saxe Judith J. Gische, JJ.
transaction contracts, involving both goods and services,
require a determination as to whether the transaction is
predominantly one for goods or one for services, for statute
of limitations purposes. In this case, the issue is raised in
the context of a contract that provides for interior design
services, including the procurement of furniture and other
items required for achieving the desired design.
Interestingly, notwithstanding that interior design services
are apparently in much demand in New York, to our knowledge,
there are no published opinions on this issue in this state.
The action arises from an unpaid bill mostly for furniture
and other items. The primary question on appeal is whether
plaintiff's breach of contract claim is governed by the
four-year statute of limitations set forth in UCC 2-725 for
breach of a sale-of-goods contract or the six-year statute of
limitations in CPLR 213 for breach of a services contract. We
find that the transaction in this case is predominantly one
for services (Levin v Hoffman Fuel Co., 94 A.D.2d
640 [1st Dept 1983], affd 60 N.Y.2d 665');">60 N.Y.2d 665');">60 N.Y.2d 665');">60 N.Y.2d 665 ), and
the sale of goods is merely incidental to the services
provided. Accordingly, plaintiff's breach of contract
claim is timely.
an expert in interior and exterior design, alleges that she
and defendant Kristen Swenson entered into a contract in June
2007 for interior design services. The contract provided that
Ms. Swenson would be liable for payment of plaintiff's
creative design services as well as the cost of furniture and
other tangible items needed to achieve plaintiff's
vision. Plaintiff alleged in the complaint that the
predominant feature of the contract was her creative design
services, with the furniture and other tangible items being
incidental to such services.
to the contract, from December 2007 through July 2010,
plaintiff renovated and decorated numerous rooms in
defendants' home in Tuxedo Park, New York. She also
provided landscaping, exterior painting, and other exterior
decorating services, which were billed separately. Plaintiff
ultimately performed interior design services for three of
defendants' houses. Defendants relied on plaintiff's
creativity and vision as well as her choice, arrangement, and
placement of each tangible item. Ms. Swenson allegedly
accepted and approved plaintiff's designs and all
furniture and items that plaintiff chose, placed, and
arranged at the Tuxedo Park home.
delivered bills to defendants on a regular basis. The bills
included "list prices" for the various items. The
"list prices" consisted of the price of furniture
and other items that plaintiff paid her suppliers, i.e., the
"net price, " and plaintiff's fee for creative
design services. Plaintiff alleges that this fee arrangement
is standard in the interior design industry. She billed
defendants in the same manner for her work at each of the
to plaintiff, defendants paid the bills until June 2009.
Thereafter, they made only partial payments, or no payments;
their last payment was made on or about March 14, 2010.
Plaintiff's final bill for services at the Tuxedo Park
home was delivered to defendants in July 2010. As of July
2010, defendants had failed to pay $52, 859.04 under the
about May 11, 2015, plaintiff served a summons and complaint
on defendants alleging breach of contract against Ms.
Swenson, and unjust enrichment, quantum meruit, and account
stated against both defendants.
moved to dismiss the complaint based upon documentary
evidence, on statute of limitation grounds, and for failure
to state a cause of action (CPLR 3211[a], , ). Of
most relevance here, defendants argued that the contract was
predominantly for the sale of goods and was therefore subject
to the four-year statute of limitations provided in UCC
2-275. They argue that the undated contract between Ms.
Swenson and plaintiff has a provision that states that a
design fee of $1, 200 will be charged at the start of the
job, but that provision had been crossed out. It also states
that the products and materials were to be shown to Ms.
Swenson, purchased by plaintiff, and "charged at List
price, " that "[a]ll advice and design suggestions
such as construction, cabinetry, painting and using clients
[sic] existing items will be charged at $200/hour, " and
that "[a]ll purchases including Tax and Delivery will be
paid in full before delivery."
is also a handwritten contract signed by plaintiff and Ms.
Swenson, dated June 10, 2009, which states:
"I Kristen Swenson will purchase all furniture and
accessories shown in photos or in person by Karolina Hagman
through Karolina Hagman ...