On July 8, 2025, justice Patel of the New York County Commercial Division issued a decision in Board of Mgrs. of 252 Condominium v. World-Wide Holdings Corp., 2025 NY Slip Op. 32565(U), holding that UCC Article 2’s four-year statute of limitations does not apply to a construction contract, explaining:
Benson argues that the contract at issue is subject to a four-year statute of limitations under UCC Article 2. However,
when service predominates, and transfer of personal property is but an incidental feature of the transaction, the exacting warranty standards for imposing liability without proof of fault will not be imported from the law of sales to cast purveyors of medical services in damages.
Consequently, courts have held that Article 2 does not apply to a construction contract. In HTRF Ventures, LLC, the court held that the construction contract was predominantly one for service due to the inclusion of the terms, work, design, engineering, equipment, tools, supervision, hoisting, rigging, scaffold, taxes, etc. Similarly, the Trade Contract between Benson and Lendlease—subsequently assigned to Plaintiff—states that the Contractor shall design, engineer, detail, layout, coordinate, fabricate, furnish, deliver, test, and install the Work in accordance with shop drawings as submitted to and approved by the Architect and Engineer. Thus, the Trade Contract’s predominant purpose was to provide services, not merely the sale of goods, rendering Article 2 as inapplicable.
(Internal quotations and citations omitted).