Cite as 2026 Ark. App. 427
ARKANSAS COURT OF APPEALS
DIVISION III
No. CV-25-432
OLE BUTTS Opinion Delivered September 23, 2026
APPELLANT
APPEAL FROM THE VAN BUREN
COUNTY CIRCUIT COURT
V. [NO. 71CV-22-161]
GOODE HOLDINGS, LLC; AND HONORABLE SUSAN WEAVER,
ARNOLD EXCHANGE GROUP, LLC, JUDGE
D/B/A FRONTIER SHED CO.
APPELLEES AFFIRMED
BART F. VIRDEN, Judge
Appellant Ole Butts appeals from the Van Buren County Circuit Court’s order
dismissing without prejudice his complaint against appellees Goode Holdings, LLC
(“Goode”), and Arnold Exchange Group, LLC, d/b/a Frontier Shed Co. (“Frontier”). Butts
alleged causes of action for conversion, unjust enrichment, and negligence and sought an
accounting and judgment as well as a declaratory judgment that the parties’ contract was
unconscionable and thus unenforceable.1 On appeal, Butts argues that the trial court erred
1
In Butts v. Goode Holdings, LLC, 2024 Ark. App. 588, we held that the order on appeal was not final because the trial court had not specifically ruled on Butts’s declaratoryjudgment claim. The trial court held a hearing and entered a separate order dismissing without prejudice Butts’s claim for declaratory judgment and incorporated its earlier order of dismissal without prejudice as to his other claims and remedies.
in dismissing his complaint pursuant to Ark. R. Civ. P. 12(b)(6) because he met the factpleading standards required by Ark. R. Civ. P. 8. We affirm.
I. Background
Butts filed a complaint against Goode and Frontier in connection with the missing
contents of a repossessed barn shed. Among other exhibits, Butts attached to his complaint
the rental-purchase agreement (“the contract”).2 Butts alleged in his restated first amended
complaint filed November 18, 2022, that on or about April 2, 2022, he agreed to purchase
a barn shed from Frontier, the “dealership,” and signed a rental-purchase agreement with
Goode, the finance company. The contract includes a heading titled “Terms of Agreement”
and states “Initial Term: ONE MONTH” and “Renewal Date: 5/5/2022.” The contract then
includes the following relevant sections:
1. Rental Payments and Term
Rental Payments and Term. The term for this Agreement is one month. After that,
you have three options:
(1) you can continue using the Property by making a rental renewal payment in
advance;
(2) you can buy the Property ([4. Early Purchase Option If you are current, you can
buy the Property at any time. Your Early Purchase Option Price will be 45% of
remaining rental payments, plus tax]); or
(3) you can return the Property to us with no further obligation, except for any past
due payments.
2
A copy of any written instrument that is an exhibit to a pleading is a part thereof for all purposes. Ark. R. Civ. P. 10(c).
2
The monthly rental payment is $262.22 plus $20.98 tax, for a total of $283.20. An
Initial Payment of $125.00 is due upon execution of this Agreement. Renewal
Payments are due the 5th of each month you choose to renew.
9. Type of Transaction
This is a Rental Transaction. You may use the Property for the term of the Agreement.
At your option, you may renew this Agreement. To do this, you must make a rental
payment in advance for each term you wish to rent the Property. The rental rates are
shown above. Time is of the essence.
13. Contents
We will not be liable to you or anyone else for any loss or damage to any contents
located on or in the Property while you are in possession of the Property. Upon
termination of this Agreement for any reason, you agree to remove all contents from
the Property before returning it to us. We are not responsible to you or anyone else
for any loss, damage, or destruction of any contents in the Property resulting from
our repossession or retrieval of the Property, including after we have the Property in
our possession. If the Property is not empty when we retrieve it, we will hold the
contents at your sole risk for 5 days for you to claim them. After that we can deem
the contents still left in the Property as abandoned by you, and will keep them or
dispose of them at our sole discretion. We will not owe you anything for the contents.
15. Our Rights to Take Possession
If you do not renew this Agreement, we have the right to take possession of the
Property. If you do not allow us to do so, you must pay our costs incurred in taking
possession of the Property including reasonable attorney’s fees and court costs if we
incur them.
Butts further alleged that he provided his contact information, including his address,
telephone numbers, and email address. He alleged that between April 2 and 20, Frontier
sent emails to him regarding the rental of the barn shed and its upcoming delivery. Butts
alleged in his complaint that he understood the first monthly payment was due thirty days
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after delivery of the barn shed. He alleged that the barn shed was delivered on April 21,
meaning that the first payment was due May 21.
Butts alleged in his complaint that on May 18, Dustin Goode purported to send him
an email but that it was sent to an incorrect email address. That email informed Butts that
payment coupons had been mailed to his residence on April 25 but were returned because
Butts did not have a mailbox and that the first payment was due on May 5. The email also
noted that Dustin had been trying to contact Butts but had been unsuccessful. The email
stated that Goode wanted to try to get the matter settled before Butts’s account “moved into
repossession status.” Butts denied receiving this email informing him that the first payment
was due on May 5.
Butts alleged in his complaint that he had changed his telephone numbers on or
about May 3, and he informed Frontier’s representative, Chris Collins, of the new numbers
and watched Collins type them into his computer after which Collins told him they had
been uploaded to Butts’s account. Butts alleged that neither he nor his wife received any
telephone calls from Goode or Frontier at their new telephone numbers regarding the
contract, the payment, or any other matter. Butts alleged that on May 19, while he was away
and without demand or notice to him, Goode instructed an employee of Frontier to
repossess the barn shed and take it to Frontier’s place of business in Russellville.
Butts alleged that he had stored valuable personal property in the barn shed. Butts
alleged that when he returned home and learned of the repossession, he contacted Collins,
who eventually told him where the barn shed had been taken so that he could collect the
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contents. Butts alleged that he drove to Russellville and discovered that “someone had
rummaged through the barn shed and removed property.” Butts alleged that he contacted
the Russellville Police Department and that a police report for theft of property was filed
around June 7. Butts further alleged that most of his property had been taken, disposed of,
or destroyed while in the custody of Goode and Frontier.
Butts alleged in his complaint that this conduct was a wrongful repossession of the
barn shed and its contents. Butts asserted that Goode and Frontier had a duty to safeguard
and protect the contents of the barn shed from the moment of repossession until the
contents were returned to him. Butts alleged that Goode and Frontier breached that duty.
II. Standard of Review
In reviewing a trial court’s decision on a motion to dismiss under Ark. R. Civ. P. 12,
we treat the facts alleged in the complaint as true and view them in the light most favorable
to the plaintiff. Panhandle Oil & Gas, Inc. v. BHP Billiton Petroleum (Fayetteville), LLC, 2017
Ark. App. 201, 520 S.W.3d 277. The facts should be liberally construed in the plaintiff’s
favor. Id. In deciding dismissal motions, the trial court must look to only the allegations in
the complaint. Id. Only facts alleged in the complaint are treated as true, not the plaintiff’s
theories, speculation, or statutory interpretation. Mickles v. Milam, 2020 Ark. App. 299, 603
S.W.3d 577. In order to state a cause of action, the complaint must allege facts and not mere
conclusions. Ark. R. Civ. P. 8. When reviewing a Rule 12(b)(6) dismissal, our standard of
review is whether the trial court abused its discretion. Mickles, supra. To have abused its
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discretion, the trial court must have not only made an error in its decision but also must
have acted improvidently, thoughtlessly, or without due consideration. Id.
III. Discussion
A. Declaratory Judgment: Unconscionable Contract
In assessing whether a particular contractual provision is unconscionable, we review
the totality of the circumstances surrounding the negotiation and execution of the contract.
Belvedere Nursing & Rehab. Ctr., LLC v. Ward, 2025 Ark. App. 57, 706 S.W.3d 5. Two
important considerations are whether there is a gross inequality of bargaining power between
the parties and whether the aggrieved party was made aware of and comprehended the
provision in question. Id. An unconscionable contract can be described as one that “no man
in his senses and not under delusion would make on the one hand . . . and no honest and
fair man would accept on the other.” Altice USA, Inc. v. Johnson, 2023 Ark. App. 120, at 16,
661 S.W.3d 707, 719 (citing GGNSC Holdings, LLC v. Lamb ex rel.Williams, 2016 Ark. 101,
at 13, 487 S.W.3d 348, 356). “In essence, to be unconscionable, a contract must oppress one
party and actuate the sharp practices of the other.” Id. “Unconscionability” is generally
analyzed in terms of “procedural” and “substantive” unconscionability. Id. Procedural
unconscionability encompasses contracts where there is an absence of meaningful choice on
the part of one of the parties together with contract terms that are unreasonably favorable to
the other party. Id. Substantive unconscionability, on the other hand, can include excessive
price or restriction of remedies. Id. The burden of demonstrating unconscionability is on the
party asserting the defense. Id.
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Butts argues that the trial court made improper factual determinations and that it is
clear the trial court made decisions on the merits as well. The trial court stated at the last
hearing after this court’s remand that it had intended to dismiss every claim in Butts’s
complaint. Specifically, with respect to his request for a declaratory judgment, the trial court
said at some point during the proceedings, “I don’t feel as if [Butts] met [his] burden of
proving unconscionability[.]”
In the subsequent order, however, the trial court wrote, “The Complaint fails to plead
facts upon which the Contract (as defined in the Order) may be found to be unconscionable.
Therefore, the claim for declaratory judgment should be, and is hereby, dismissed without
prejudice.” Generally speaking, a written order controls over oral pronouncements when
there is a conflict or a discrepancy between the oral ruling and the written order. See Martin
v. Higgins, 2024 Ark. App. 1, at 4 n.3, 682 S.W.3d 357, 359 n.3; see also Radford v. State, 2018
Ark. App. 89, 538 S.W.3d 894 (recognizing that a discrepancy between a sentencing court’s
oral ruling and the subsequent written order is decided in favor of the written order). Even
though the trial court misspoke at the hearing, the trial court’s written order reflects the
correct standard, and that is what controls.
In his complaint, Butts made the following allegations regarding unconscionability
under the Uniform Commercial Code (“UCC”) and both Arkansas case law and common
law:
7
38. The barn shed at issue in this action is “goods” within the meaning of Ark.
Code Ann. § 4-2-105.[3]
39. Pursuant to Ark. Code Ann. § 4-2-719(3),[4] a seller of goods such as Goode
may seek to limit damages, including consequential damages, recoverable by a
purchaser of the goods such as Butts “unless the limitation or exclusion is
unconscionable.”
40. Under the facts and circumstances as alleged in Butt[s]’ complaint in which
the barn shed was repossessed without notice to him and without just cause or
default, the attempted exclusion of damages related to Butts’ personal property in the
barn shed both fails of its essential purpose and is unconscionable.
41. Goode’s rent to own contract attached hereto as Exhibit B is a contract of
adhesion that was presented to Butts as a take-it-or-leave-it proposition and there was
a gross inequality of bargaining power between Goode and Butts in regard to the
terms of the rent to own contract. Butts did not expect Goode to wrongfully repossess
the barn shed and therefore was not aware that the attempted of [sic] exclusion of
damages following a repossession could be used if the repossession was without
proper notice to him and was wrongful as alleged herein.
42. Further, as a matter of common law and Arkansas case law, the rent to
own contract is unconscionable and unenforceable. Butts had no meaningful choice
regarding the attempted exclusion and limitation of damages in the rent to own
contract and that term of the contract is unreasonably favorable to Goode under the
facts and circumstances of the wrongful repossession as alleged herein. If not held to
be unconscionable and unenforceable, Goode and Frontier may potentially be in the
position of avoiding liability and to engage [sic] further in such sharp practices that
are harmful to consumers such as Butts.
3
“‘Goods’ means all things (including specially manufactured goods) which are moveable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Chapter 8 of this title) and things in action.” Ark. Code Ann. § 4-2-105(1) (Repl. 2020).
4
Arkansas Code Annotated section 4-2-719(3) (Repl. 1991) provides that
consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable, but limitation of damages where the loss is commercial is not.
8
43. Since the rent to own contract does not require proper notice to Butts that
would allow him to properly protect his rights in his personal property upon any
repossession, including a wrongful repossession, the attempted damage exclusion is
also procedurally unconscionable and unenforceable.
44. Butts is entitled to a declaratory judgment that the rent to own contract is
unconscionable and unenforceable in whole or in part as alleged herein pursuant to
Ark. Code Ann. § 16-111-102.
What Butts characterizes as improper fact-finding by the trial court is simply contract
interpretation. When contracting parties express their intention in a written instrument in
clear and unambiguous language, it is the court’s duty to construe the writing in accordance
with the plain meaning of the language employed. Silzell v. Silzell, 2022 Ark. App. 50, 640
S.W.3d 667. A court cannot make a contract for the parties but can only construe and
enforce the contract that they have made. Crittenden Cnty. v. Davis, 2013 Ark. App. 655, 430
S.W.3d 172. Moreover, we will not read into the contract words that are not there. Id. And
we will not rewrite a contract or approve additional terms that would, in effect, enforce a
contract that the parties might have made, but did not make. See id. The trial court read
Butts’s allegations in his complaint in conjunction with the clear terms of the parties’
contract. Butts did not allege that the contract was ambiguous, so the trial court determined
its construction and legal effect as a matter of law. Shamburger v. Shamburger, 2016 Ark. App.
57, 481 S.W.3d 448.
The trial court concluded that Butts failed to plead sufficient facts to support his
claim that the parties’ contract was unconscionable and thus unenforceable. Butts’s
allegations were conclusory, and “a complaint must state facts, not mere conclusions, in
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order to entitle the pleader to relief.” Born v. Hosto & Buchan, PLLC, 2010 Ark. 292, at 4–5,
372 S.W.3d 324, 329–30. For example, although Butts asserted that there was a gross
inequality of bargaining power, he did not offer any facts regarding each party’s bargaining
power or business sophistication. Also, Butts alleged that the rental-purchase agreement was
a contract of adhesion, but he asserted only that it had been presented on a “take-it-or-leaveit” basis with no accompanying facts. Moreover, Butts did not point to any allegations in his
complaint that pertained to whether he had been made aware of the limitation-of-damages
provision or whether he understood it. The parties’ contract contains a notice warning the
lessee not to sign the rental-purchase agreement without first reading it. This notice is directly
above Butts’s signature.
Butts maintains that he alleged facts that were based on the limited investigation that
he could do and points out that Goode improperly objected to basic discovery requests,
which prevented him from learning additional facts to make his allegations more complete.
Butts cites Parsons v. Preferred Family Healthcare, Inc., 2023 Ark. 56, 662 S.W.3d 654, and
Halon V, LLC v. Terminella, 2023 Ark. App. 193, 664 S.W.3d 453, but both of those cases
are distinguishable in that the lower court was presented with and considered matters beyond
the complaint when deciding a Rule 12(b)(6) motion. Parsons involved multiple documents
attached as exhibits to a motion to dismiss, while Halon involved new factual allegations pled
in a verified answer. Here, Butts does not point to any matter considered beyond his restated
first amended complaint, and the trial court appears to have considered only the allegations
contained therein, along with the parties’ contract.
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B. Conversion
Conversion is the wrongful possession or disposition of another’s property. DWB,
LLC v. D&T Pure Tr., 2018 Ark. App. 283, 550 S.W.3d 420. This tort is committed when
one wrongfully commits a distinct act of dominion over another’s property that is
inconsistent with the owner’s rights. Id. In his complaint, Butts alleged the following:
24. Notwithstanding that the repossession of the barn shed was wrongful and
contrary to law and the terms of Butts’ contract with Goode, even if Goode and
Frontier contend otherwise, Goode and Frontier had no legal right to Butts’ personal
property in the shed. Moreover, Goode and Frontier had a duty to protect and
safeguard the property for the benefit of Butts. Goode and Frontier had no legal right
to possess or dispose of Butts’ personal property in the shed.
When a contract is free of ambiguity, its construction and legal effect are questions
of law for the court to determine, and it is the court’s duty to construe the writing in
accordance with the plain meaning of the language employed. Yancy v. Hunt, 2018 Ark. App.
195, 547 S.W.3d 116. A contractual provision is ambiguous when there is doubt or
uncertainty as to its meaning so that it is open to at least two reasonable interpretations.
Murphy v. Hansen, 2025 Ark. App. 549, 726 S.W.3d 629. If an ambiguity is present, the trial
court may nonetheless apply the contract as a matter of law if the ambiguity can be resolved
by referring to the contract. Id. Butts has not argued that the parties’ contract was
ambiguous—only unconscionable.
In dismissing Butts’s claim for conversion, the trial court noted Butts’s allegation in
his complaint that he understood the first payment to be due May 21; however, the trial
court referred to the parties’ contract, which did not mention that date but did plainly state
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that the renewal date was May 5. The trial court pointed out that Butts did not allege in his
complaint that he had made a payment on or before May 5, May 19, or even May 21 and
that when he failed to make a payment, the contract provided that he was no longer entitled
to retain the barn shed. The trial court further noted that, according to the complaint, Butts
did not attempt to retrieve his personal property inside the barn shed until around June 7,
which was more than five days after it had been repossessed. The trial court noted that the
complaint did not allege that Butts was prohibited from retrieving his personal property that
remained in the barn shed and concluded that there was no distinct act of dominion over
Butts’s personal property necessary for the claim of conversion.
Butts argues that the trial court made premature and improper factual findings in
dismissing his complaint pursuant to Rule 12(b)(6). Butts cites as an example the trial court’s
finding that the contract required him to make a payment on or before May 5, 2022, in
order to be entitled to retain possession of the barn shed. Butts says that the agreement
actually gave him the option to buy the barn shed instead of making a “renewal payment.”
Butts asserts that Goode and Frontier also assumed a duty to provide notice by using
incorrect emails and telephone numbers to contact him—this was a factual issue in dispute.
Butts further argues that there was a factual issue regarding “impossibility of compliance”
because he did not have an opportunity to retrieve the contents of the barn shed under the
circumstances. Butts, however, failed to raise these arguments and obtain a ruling below. A
party’s failure to obtain a ruling is a procedural bar to our consideration of these issues on
12
appeal. Travelers Cas. & Sur. Co. of Am. v. Ark. State Highway Comm’n, 353 Ark. 721, 120
S.W.3d 50 (2003).
Butts further cites Godwin v. Churchman, 305 Ark. 520, 529, 810 S.W.2d 34, 38
(1991), in which our supreme court held that the plaintiff had alleged facts sufficient to state
a claim for conversion by stating
[t]hat without notice or warning to the Plaintiff Godwin or to the clients, the
Defendants removed the files, including those originally brought into the practice by
Plaintiff Godwin, copied the computer diskettes which were the property of Plaintiffs,
took the furniture which was the property of Plaintiffs and took over the Plaintiffs’
accounting practice which he had brought into the group.
Godwin involved an accounting firm that was dissolving, and some disgruntled
accountants stole property before they left. That case, however, did not involve any
contractual right to the items that were taken. Here, Goode and Frontier had a contractual
right to repossess the barn shed, which happened to hold Butts’s personal property. Butts
also cites Ford Motor Credit Co. v. Herring, 267 Ark. 201, 589 S.W.2d 584 (1979), a
repossession case involving two work trucks that contained personal property—equipment
and tools. The supreme court held that there was a contractual right to repossess the trucks
and that there was a right to repossession of the trucks with the items contained in them but
that the items could be held only long enough for the repossession to take place. There was
a question of fact about retention of the personal property after demand was made for its
return. That case, however, is distinguishable on the basis that, here, Butts was permitted to
retrieve his personal property even after the five-day period provided for by the parties’
contract.
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We cannot say that the trial court abused its discretion in dismissing Butts’s claim for
conversion because he failed to allege any acts of dominion over his personal property inside
the repossessed barn shed that were inconsistent with the terms of the parties’ contract.
C. Unjust Enrichment
To find unjust enrichment, a party must have received something of value to which
he is not entitled and which he must restore. Trickett v. Spann, 2020 Ark. App. 552, 613
S.W.3d 773. In general, recovery for unjust enrichment is based on what the person enriched
has received rather than what the opposing party has lost. Id. There must also be some
operative act, intent, or situation to make the enrichment unjust and compensable. GM
Enters., LLC v. HCH Toyota, LLC, 2018 Ark. App. 607, 567 S.W.3d 878. One who is free
from fault cannot be held to be unjustly enriched merely because he has chosen to exercise
a legal or contractual right. Id. An action based on unjust enrichment is maintainable when
a person has received money or its equivalent under such circumstances that, in equity and
good conscience, he ought not to retain. Id.
Butts alleged in his complaint the following:
29. By wrongfully possessing and then disposing of Butts’ personal property,
Goode and Frontier have received something of value to which it was not entitled
and which it must restore to Butts.
30. Goode and Frontier are liable to Butts for unjust enrichment. Butts is
entitled to judgment against Goode and Frontier for all amounts by which Goode
and Frontier have been unjustly enriched.
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In its dismissal order, the trial court pointed out that the barn shed was repossessed
and Butts’s personal property was disposed of pursuant to a contractual right in the
agreement; therefore, there was no unjust enrichment.
Butts argues that it was premature to dismiss this claim because the essential question
of whether Goode and Frontier received something of value to which they were not entitled
cannot be known for certain at this initial pleading stage given that the information is
exclusively within the knowledge of Goode and Frontier. He asserts, however, that “since
the property was in the barn shed when repossessed, it can reasonably be inferred and alleged
from the known facts that Goode and Frontier are responsible under an equitable theory of
unjust enrichment.” Butts also argues that, although Goode relies on its contractual rights,
Frontier was not a party to that contract and cannot rely on any arguments raised by Goode.
Butts’s “factual allegations” are nothing more than conclusory statements that
contradict the plain terms of the parties’ contract. Regarding agency, Butts alleged in his
complaint facts that suggested an agency relationship existed between Goode and Frontier.
The two essential elements of agency are authority and right to control. Evans v. White, 284
Ark. 376, 682 S.W.2d 733 (1985). Butts alleged that Goode directed Frontier’s employee to
repossess the barn shed and take it from Butts’s residence to Frontier’s place of business in
Russellville. Butts now denies that any agency relationship existed because Frontier has
sought to rely on the contractual terms in the rental-purchase agreement that Butts executed
with Goode; however, the trial court treated Butts’s allegations in his complaint as true. We
15
cannot say that the trial court abused its discretion in concluding that Butts failed to state
facts to support a claim for unjust enrichment.
D. Accounting and Judgment
An accounting is an equitable remedy, rather than a cause of action, designed to
provide a means for compelling one who, because of a confidential or trust relationship, has
been entrusted with property of another to render an account of his actions and for the
recovery of any balance found to be due. Robbins v. Lemay, 2021 Ark. App. 436, at 2 n.1, 636
S.W.3d 801, 804 n.1. To the extent Butts treated an accounting and judgment as a claim,
the trial court denied his request, stating that Butts had not alleged that there was a
confidential or trust relationship between either him and Goode or him and Frontier and
that Butts had not alleged that he “entrusted” either Goode or Frontier with his personal
property kept in the barn shed. Because Butts’s complaint contains no factual allegations
whatsoever to support this remedy or claim, we cannot say that the trial court abused its
discretion in dismissing it.
E. Negligence
The essential elements of a negligence claim are (1) the existence of a duty on the part
of the defendant to conform to a specific standard of conduct to protect the plaintiff; (2)
breach of that duty by the defendant; (3) injury to the plaintiff actually and proximately
caused by the defendant’s breach; and (4) resulting damages to the plaintiff or his property.
Cross v. W. Waste Indus., 2015 Ark. App. 476, 469 S.W.3d 820. Butts alleged the following
in his complaint:
16
34. Goode and Frontier owed Butts a duty of care as to Butts’ personal
property in the barn shed, including after wrongful repossession of the barn shed. In
particular, Goode and Frontier had a duty to safeguard the property until Butts was
properly notified of the repossession and given a reasonable time to claim the
property after proper notification. Goode and Frontier did not properly notify Butts
of the repossession and did not give him a reasonable opportunity to claim the
personal property before it was lost or otherwise disposed of while in the custody and
care of Goode and Frontier.
35. Goode and Frontier breached their duty of care to Butts by failing to
properly notify Butts of their action, by failing to safeguard and protect the property,
and by either losing or wrongfully disposing of the personal property in their care.
36. Goode’s and Frontier’s breach of their duty was negligence and a
proximate cause of damages to Butts in an amount to be determined by competent
proof at trial but believed and alleged to be in excess of the amount required for
federal diversity jurisdiction.
In its dismissal order, the trial court concluded that Butts failed to state a claim for
negligence because the parties’ contract did not require that Butts be notified of the
repossession after he failed to make the renewal payment, and it did not state that there was
a duty to safeguard Butts’s personal property until such notification was made.
Butts cites Keck v. American Employment Agency, Inc., 279 Ark. 294, 652 S.W.2d 2
(1983), for the proposition that a duty of care can arise out of a contractual relationship.
Butts asserts that Goode assumed a duty to hold his personal property when it repossessed
the barn shed. He argues that, at minimum, there is an issue of triable fact whether Goode
assumed a duty and was negligent in not holding his personal property for the five-day period
covered by its attempted limitation of liability. Butts also argues that the repossession of the
barn shed created a bailment as to the contents, citing Woods v. Bournes, 228 Ark. 540, 309
S.W.2d 309 (1958). Butts, however, failed to obtain a ruling with respect to the assumption
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of a duty and the creation of a bailment situation. The failure to obtain a ruling on issues at
the trial court level precludes appellate review. Ward v. Hutchinson, 2018 Ark. 313, 558
S.W.3d 856.
We cannot say that the trial court abused its discretion in determining that Butts
failed to state a claim for negligence because the plain language of the parties’ contract sets
forth the duties and obligations concerning the barn shed and its contents. Contrary to the
allegations in Butts’s complaint, the contract did not impose on Goode and Frontier a duty
to safeguard and protect the contents of the barn shed.
Affirmed.
WOOD and BROWN, JJ., agree.
Friday, Eldredge & Clark LLP, by: William A. Waddell, Jr., for appellant.
Ramsay, Bridgforth, Robinson and Raley, LLP, by: Paul T. Bennett, for separate appellee
Goode Holdings, LLC.
Fuqua Campbell, P.A., by: Patrick L. Spivey, for separate appellee Arnold Exchange
Group, LLC, d/b/a Frontier Shed Co.
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