Herren Farms, LLC v. Martin, 2022 U.S. Dist. LEXIS 127175, 2022 WL 2811650 (W.D. Va. Jul. 18, 2022)
On June 28, 2016, Lawrence Martin (“Martin”) emailed 3 designs to Herren Farms, LLC (“Herren”) to give Herren a general idea of what Herren could do regarding Herren’s project involving the construction of 3 large grain silos and a 115-foot grain elevator. A few days later, Martin emailed Herren detailed specs for a facility utilizing a 75-foot grain elevator and a conveyor system to transport grain to the largest of the 3 silos. Negotiations continued. Martin sent Herren a subsequent email later that same day promoting an alternative design, this time featuring a 115-foot elevator and removing the conveyor system. Later, Martin emailed Herren detailed proposals for the construction of the grain handling and storage system utilizing the 115-foot elevator design. In addition to the itemized “Estimate/Contract” documents attached to the email, the body of the email included Martin’s electronic signature and instructed Herren to return with written approval and a 10% deposit. The total estimate for the final version of the project was $285,752.00, which included $26,839.00 in labor for Herren to assemble and erect the elevator. The manufacturer’s guidance manual recommended guy wires and a bracing system for the elevator that takes into consideration wind loads, the design for which should be reviewed by a licensed engineer. Martin admitted in depositions that assembly and erection of the elevator required “on-site welding and brackets for guy wires,” which were his responsibility. Martin did not retain or consult any civil or structural engineers when erecting Herren’s elevator. Martin also installed the guy wire brackets at greater intervals, used two fewer guy wires, and used fewer concrete anchors than instructed by the manufacturer. Herren’s elevator collapsed in high winds only a few months after its construction. An engineering report prepared by Herren’s insurer concluded that the collapse resulted from Martin’s failure to adequately design and manufacture the elevator’s wind-loading restraints, which Martin did not dispute.
The Court denied Martin’s motion for summary judgment based on the statute of limitations because a rational factfinder could conclude that the parties’ contract is signed and is for services. A rational jury could find Herren’s claim timely only if it could also find that the relevant contract was for services and was signed. Title 8.2 of the Virginia Code applies to transactions for goods. The term “goods” includes things that “are movable at the time of identification to the contract for sale” and does not include fixtures to realty unless intended “to be severed from realty.” Where hybrid contracts are at issue, the applicability of UCC provisions depends on whether the predominant purpose of the transaction was the rendition of services (with goods incidentally involved) or the sale of goods (with labor incidentally involved). Three factors are considered in determining a contract’s primary purpose: (1) the contract’s language; (2) the nature of the supplier’s business; and (3) the intrinsic worth of the materials. A factfinder could conclude that the underlying transaction primarily concerned construction services, not goods. Virginia’s Uniform Electronic Transactions Act provides that an “electronic signature” is any “symbol … attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.” A rational jury could find that Martin’s name in the email’s signature line was “attached to or logically associated” with Herren’s offers “with the intent to sign.” If so, Martin’s electronic signature had the same legal effect as any pen-and-ink signature.