Instructions: This assignment requires preparing a brief on an actual reported case, using the IRAC method of analysis. You will find the annotated case $($Pain Center LLC v$.$ Origin Healthcare Solutions LLC$,883$ F$.3$d $454(2018))$ set forth below. Before starting this assignment, Watch Video Review: Briefing Court Cases and Analyzing Legal Problems. You may also find it helpful to review Appendix A of the text, "How to Brief Cases and Analyze Case Problems". You may find a link to the video review and Appendix A under the reading assignments for Module $4.$ For this week's written assignment, focus specifically on the sections titled, "How to Brief Cases" and "Legal Analysis and Reasoning" $($page A$-1)$ of Appendix A$.$ Recall the distinction between fact analysis $($briefing hypotheticals$)$ and case analysis $($briefing actual reported cases$),$

Background: The situation is quite common. A contract involves the provision of both services and goods: a construction contract covers both building supplies and labor costs; a medical contract covers both the costs of the surgery and the prosthetic device to be inserted in toto the body; a software company will both design and maintain the

software, while also providing computer hardware to run It$.$ Are these transactions covered under Article $2?$

The majority of courts apply the "predominant purpose" or "predominant factor" test, although it goes by various names. In the case below the test is referred to as the "predominant thrust test". Whatever the name, the court's analysis aims to determine whether the contract is predominantly one for goods or one for services.

So$,$ what does it really mean to have services or goods predominate in an agreement. It could mean that the parties thought of the contract as one for good or as one for services, in which case the inquiry will largely turn on the parties' testimony, although if the contract is named "Service Agreement" or "Purchase Agreement" that might help. Or the court might have to look to which component counted for a larger portion of the contract price.

The Bottom Line: when analyzing a mixed contract calling for both the rendering of services and the sale of goods, the court must determine which part of the contract predominates. In doing so$,$ the court will typically look at specific evidence or relevant criteria. This would include.,

the contract language,

the nature of the seller's business,

the reason for entering the contract, and

the amounts charged under the contract for the goods and services.

Pain Center LLC v$.$ Origin Healthcare Solutions LLC

United States Court of Appeals, Seventh Circuit. $2018$

No$.17-1276$

$883$ F$.3$d $454$

Before Wood, Chief Judge, and Rovner and Sykes, Circuit Judges.

In June $2003$ Pain Center of SE Indiana contracted with a company called SSIMED LLC for medical$-$billing software and related services, In June $2006$ the parties entered into a second contract, this time for records$-$management software and related services. Almost seven years later$-$in January $2013-$Pain Center sued SSIMED raising multiple claims for relief, including breach of contract, breach of warranty, breach of the implied duty of good faith, and four tort claims, all arising out of

alleged shortcomings in SSIMED's software and services.

The district judge found the entire suit untimely and entered summary judgment for SSIMED. We affirm on all but the claims for breach of contract. The judge applied the four$-$year statute of limitations under Indiana's Uniform Commercial Code $("$UCC$"),$ holding that the two agreements are mixed contracts for goods and services, but the goods $($i$.$e$.,$ the software$)$ predominate. We disagree. Under Indiana's "predominant thrust" test for mixed contracts, the agreements in question fall on the "services" side of the line, so the UCC does not apply. The breach$-$of$-$contract claims are subject to Indiana's ten$-$year statute of limitations for written contracts and are timely. The suit may go forward only on those claims.A$.$ Contract$-$Based ClaimsB. Breach of Contract

The timeliness of Pain Center's claims for breach of contract depends on whether the contracts fall within the UCC. If the contracts are for the sale of goods and the UCC applies, then the claims are subject to a fouryear limitations period, see Ind. Code $26-1-2-725(1),$ which expired long before Pain Center filed suit, If the UCC does not apply, then the claims are subject to Indiana's ten$-$year statute of limitations for written contracts and are timely, $2$ See id$.34-11-2-11.$

The judge held that the UCC's four$-$year limitations period applies, reasoning that the agreements in question are mixed contracts for goods and services in which goods predominate. The judge correctly identified the test used in Indiana for resolving a question like this but erred in its application.

Where a contract involves the purchase of a "preexisting, standardized software," Indiana courts treat it as a contract for the sale of goods governed by the UCC. $***$ On the other h