NewSpin Sports, LLC v. Arrow Electronics, Inc.

NewSpin Sports, LLC (NewSpin) (plaintiff) sought to build an electronic device, called SwingSmart, that would help athletes analyze and improve their golf and tennis swings. NewSpin looked for manufacturing and distribution companies to provide electronic components that would be used in SwingSmart. Arrow Electronics, Inc. (Arrow) (defendant) was a dealer or supplier of the kind of electronic components that NewSpin needed. The parties signed a “materials and manufacturing management agreement board assembly” (the agreement) under which Arrow was to do specifically defined “work” consisting of procuring components, assembling products, engaging subcontractors, and delivering products pursuant to specifications provided by NewSpin. Arrow was required to create prototype products, and if the prototypes were acceptable, the agreement called for NewSpin to issue purchase orders setting forth detailed quantities, descriptions, prices, and delivery dates for products. NewSpin would pay for finished products only. In late 2011, NewSpin sent purchase orders to Arrow, and Arrow sent back components in 2012. NewSpin used the components to build SwingSmart units, but a large portion of the units turned out to be inoperable or defective. In 2017, NewSpin sued Arrow for breach of contract, among other claims, alleging that the components provided by Arrow were defective and did not conform to NewSpin’s specifications. On summary judgment, the trial court dismissed NewSpin’s contract-based claims as time-barred. The court determined that the agreement, which involved a mix of goods and services, primarily involved a sale of goods subject to the four-year statute of limitations under the Uniform Commercial Code (UCC). NewSpin appealed.