Slodov v. Animal Protective League
628 N.E.2d 117, 90 Ohio App. 3d 173, 23 U.C.C. Rep. Serv. 2d (West) 28 (1993)
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Rule of Law:
The transfer of an animal from a non-profit humane society to an individual in exchange for a fee constitutes an adoption governed by the terms of the adoption agreement, not a 'sale of goods' under the Uniform Commercial Code (UCC). Consequently, the implied warranties of the UCC do not apply.
Facts:
- On March 18, 1991, Hannah Slodov paid a $45 fee to the Animal Protective League (APL) to adopt a four-month-old puppy.
- Slodov signed an adoption agreement stipulating that the APL would provide free medical treatment at its clinic for two weeks.
- The agreement also explicitly released the APL from responsibility for any defects the animal might have and for any veterinary bills incurred outside the APL's clinic.
- One day after the adoption, the dog became ill, and Slodov took it to an independent veterinarian for treatment.
- Two weeks after the adoption, the dog became ill again.
- The APL offered to treat the dog at its clinic in accordance with the agreement, but Slodov instead chose to take the dog to an independent veterinarian for a second time.
- Slodov subsequently demanded reimbursement from the APL for the external veterinary bills, which the APL refused.
Procedural Posture:
- Hannah Slodov filed a claim against the Animal Protective League (APL) in the Cleveland Municipal Court, a court of first instance, seeking to recover veterinary costs.
- The trial court rejected Slodov's claim and entered judgment in favor of the APL.
- Slodov, as the appellant, appealed the trial court's judgment to the Court of Appeals of Ohio, an intermediate appellate court, with the APL as the appellee.
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Issue:
Does the transfer of a dog from a non-profit animal shelter to an individual in exchange for a fee constitute a 'sale of goods' governed by the Uniform Commercial Code, thereby triggering implied warranties?
Opinions:
Majority - Nahra, Presiding Judge
No. The transaction between Slodov and the APL was an adoption, not a 'sale of goods' under the Uniform Commercial Code. The court reasoned that the APL is a non-profit humane society organized for the prevention of cruelty to animals, not a 'merchant' engaged in the business of selling animals for profit. The $45 fee was not a purchase price for the dog but a fee to cover services such as spaying, initial shots, and temporary veterinary care. As such, the transaction is governed by the express terms of the binding adoption agreement signed by Slodov, which she failed to follow, rather than the implied warranties of the UCC.
Analysis:
This decision establishes a crucial legal distinction between commercial sales of animals and adoptions from non-profit shelters. By holding that the UCC does not apply to such adoptions, the court protects charitable organizations from the significant financial liability associated with the UCC's implied warranties of merchantability and fitness. This precedent reinforces the legal status of animal shelters as service providers rather than merchants, ensuring that future disputes over adopted animals will be resolved under contract law based on the specific terms of the adoption agreement.
