Question

A company contracts with a marketing firm to construct software and create a business website. A quote is requested and accepted. Sometime Later, the business asks for updates and revisions but fails to request a quote. The business subsequently refuses to pay for the changes, claiming no contract was formed under the requirements of the offer under the UCC. The marketing firm then took the website down for nonpayment. The marketing firm then sued for nonpayment of it’s invoice; the company countersues on the tort of conversion for the loss of the website. This intriguing case offers up several questions, the first being whether this dispute even falls under the UCC subject matter. The second is whether the claim of conversion will lie. [Dennis Conwell et al. v. Grray Look Outdoor Marketing Group, Inc., 906 N.E.2d 805; 2009 Ind. LEXIS 465; 69 U.C.C. Rep. Serv. 2d (callaghan) 71 (Ind. Sup. Ct 2009).]

Answer 1

The issue in the given case is that whether a contract for sale of goods as well as services, falls under UCC. Article 2 of the UCC states that sale of goods is covered under a legal contract. Under UCC, goods are entities which are movable at the time of contract. Hence in the given case, the website cannot be considered as a good as it is not movable. To be more specific, the website cannot be a tangible good, however it is the end product of the expertise of the programmer.

The claim of conversion also does not seem applicable in this case as there was no written contract to rule the claim.