Leo F. Collins v. Click Camera & Video, Inc.
| Decision Date | 24 March 1993 |
| Docket Number | 93-LW-0728,13571 |
| Parties | LEO F. COLLINS, et al., Plaintiffs-Appellants v. CLICK CAMERA & VIDEO, INC., Defendant-Appellee C.A. CASE |
| Court | Ohio Court of Appeals |
MARK R CHILSON, 367 West Second Street, Dayton, Ohio 45402, Atty. Reg. No. 0016511, Attorney for Plaintiffs-Appellants.
ROBERT J. JANES, 1624 One First National Plaza, Dayton, Ohio 45402, Atty. Reg. No. 0030234, Attorney for Defendant-Appellee.
Leo Collins appeals from a summary judgment of the Montgomery County Court of Common Pleas granted in favor of Click Camera & Video, Inc.
The undisputed facts of this case are as follows.
On December 3, 1990, Leo Collins deposited 28 reels of Super 8 movie film with Click Camera & Video, Inc. (hereinafter referred to as "Click Camera") to have the images contained on the film transferred onto video tape. At least fifty percent of this film depicted images of Collins' daughter during her early childhood.
At the time he deposited his movie film, Collins signed a video transfer "order form" which detailed the type of service desired, cost of that service ($234.28), deposit required, and expected completion date. The "order form" also included a box in the lower left hand corner entitled "Customer's Receipt" which included a customer signature line and stated in extremely small print, inter alia, that:
[the customer] acknowledge[s] and agree[s] that the video transfer center or its agents (sic) liability for any loss, damage or delay to material during the requested service will be limited to the replacement cost of a non-exposed roll of film or replacement. The video transfer center or its agents shall not be liable for any other loss or damage, direct, consequential, or incidental arising out of its customers use of the video transfer center facilities.
Collins was asked to sign the line under this provision, and he did so. Collins was not asked to read the limitations clause, nor were its provisions explained to him. Collins' deposition testimony indicated that he did not read the limitation clause and was not aware of its provisions, but also that he would have signed it even had he been cognizant of its content.
When Collins attempted to collect his film, Click Camera was unable to account for its whereabouts. To date, neither the original Super 8 film nor the transferred videos have been found.
On November 27, 1991, Collins filed a complaint against Click Camera alleging breach of a bailment contract and/or negligence for Click Camera's failure to redeliver the bailed property. On June 1, 1992, Click Camera filed a motion for summary judgment asserting that the limitation of liability clause limited Collins' recovery to replacement cost of the film deposited. The trial court granted Click Camera's motion for summary judgment.
Collins appeals from this judgment and asserts three assignments of error. Due to their substantial similarity and in the interest of judicial economy, the second and third assignments of error will be considered together.
I. THE TRIAL COURT ERRED AS A MATTER OF LAW BY HOLDING THAT THE TRANSACTION IN THE INSTANT CASE IS NOT A BAILMENT.
In this assignment of error, Collins argues that the trial court erred in determining that the deposit of movie film for transfer onto video tape did not constitute a bailment transaction. We agree that such transactions are bailment contracts, but nevertheless conclude that the trial court committed no prejudicial error in this respect.
A bailment has been defined as the delivery of goods or personal property by one person to another in trust for a particular purpose, with a contract, express or implied, that the property shall be returned once the purpose has been faithfully executed. See Black's Law Dictionary (5th Ed.Rev.1979) 129; 8 Ohio Jurisprudence 3d (1978), Bailments, Section 2; 8 American Jurisprudence 2d (1980), Bailments, Section 2. Traditionally, bailment transactions have included delivery of goods or personal property which are returned to the bailor in the same form in which they were delivered. However, as a result of the increasing complexity of commercial relationships, the law of bailments has expanded to include many new and varied transactions. Among these transactions is the bailment of incomplete goods for the purpose of having the bailor manufacture, repair, or otherwise improve them. This type of bailment is recognized in 8 American Jurisprudence 2d (1980), Bailments, Section 34, which states:
Where property in an unmanufactured state is delivered by one person to another, on an agreement that it shall be manufactured or converted in form, or there is a delivery of chattels under an agreement that the party receiving them shall improve them by his labor or skill, whether the transaction is a sale or a bailment depends generally on whether the product of the identical articles delivered is to be returned to the original owner, though in a new form. If it is to be so returned, it is a bailment * * * * The intention of the parties is the controlling factor.
The transaction in this case, i.e. the deposit of movie film with Click Camera for transfer onto video tape, falls into both the traditional and "unmanufactured state" categories of bailment transactions. See Morgenstern v. Eastman-Kodak Co. (N.D.Ohio 1983), 569 F.Supp 474 (); Carr v. Hoosier Photo Supplies, Inc. (Ind. 1982), 441 N.E.2d 450; Mieske v. The Bartell Drug Co. (1970), 92 Wash.2d 4 (). But, see, Bowes v. Fox-Stanley Photo Prods, Inc. (La.App.1980), 379 So.2d 844; Fotomat Corp. of Florida v. Chanda (Fla.App.1985), 464 So.2d 626, (both analyzed photo development cases under the Uniform Commercial Code). When Collins delivered his reels of movie film to Click Camera, he entrusted it to copy the images contained thereon onto video tapes. After this purpose was accomplished, Click Camera was expected, and it agreed, to redeliver to him the original movie film, thereby creating a traditional bailment transaction, and to deliver to him the newly created video tapes, thereby creating a bailment of goods delivered in an unmanufactured state. Thus, the entire transaction between Collins and Click Camera is a bailment, and any consideration of this case must be guided by bailment principled.
The general and accepted rule in bailment cases is that the bailee has two basic duties to the bailor: (1) he must exercise ordinary care in safeguarding the bailed property; and (2) he must return the bailed property, or the product thereof, undamaged. If the bailee fails to redeliver the bailed property, he has breached both of these duties and is liable to the bailor, in tort and contract, for the value of the property. In order to establish a prima facie case, the bailor must prove (1) the existence of a bailment contract; (2) the delivery of the bailed property to the bailee; and (3) the failure of the bailee to redeliver the bailed property undamaged at the termination of the bailment. An inference that the bailee was negligent may be drawn from proof of this third element. Aetna Cas. & Sur. Co. v. Woody Sander Ford, Inc. (1969), 21 Ohio App.2d 62; David v. Lose (1966), 7 Ohio St.2d 97.
Once the prima facie case has been established, the bailee can only escape liability by establishing an affirmative defense, e.g. that he exercised ordinary care in safeguarding the bailed property, or that the bailor accepted responsibility for its loss. See David. supra. It is this latter affirmative defense which Click Camera has asserted and on which the trial court focused.
Collins is correct in his assertion that the trial court did not expressly base its decision to grant summary judgment in favor of Click Camera on the principles of bailment law. In fact, the trial court expressly stated that it would not determine whether the deposit of movie film for transfer of images onto video tape constituted a bailment. Nevertheless, the trial court recognized and evaluated the question which is critical to this case, i.e. whether the limitation of liability clause contained in the order form established an affirmative defense to Collins' cause of action.
Accordingly, we conclude that the trial court's declining to consider bailment principles in its evaluation of Click Camera's motion for summary judgment, even if erroneous, did not affect the determination of the motion, and was therefore harmless.
The first assignment of error is overruled.
In these assignments of error, Collins contends that the trial court erred in its determination that the limitation of liability clause contained in Click Camera's order form was not void as against public policy or unenforceable due to the doctrine of unconscionability.
As a general proposition, attempts to excuse liability for negligence by contract are disfavored in the law. This is especially true in the case of bailments made in the course of a general dealing with the public. Nonetheless, absent important public policy concerns, unconscionability, or vague and ambiguous terms, limiting or exculpatory provisions will be upheld. See Orlett v. Suburban Propane (1989), 54 Ohio App.3d 127; Royal Indemn. Co. v. Baker Protective Services Inc. (1986), 33 Ohio App.3d 184 (...
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