Ole Butts v. Goode Holdings, LLC

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 declaratory- judgment 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 fact- pleading 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 3 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 4 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 5 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. 6  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 9 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-leave- it” 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. 10  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 11 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. 13  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. 14  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 17 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. 18