## Facts

- Dr. Bryan Downing was a licensed dentist who spent only a small fraction of his practice fitting and making dentures.
- Iris Cook, a dental patient, received dentures from Downing as part of her dental treatment.
- Cook later developed mouth problems and claimed the condition resulted from dentures that were incorrectly fitted.
- Downing disputed causation, testifying Cook’s condition was generalized and not consistent with the localized sore spots typically caused by ill-fitting dentures.
- Downing referred Cook to oral surgeons/dental specialists for evaluation.
- At trial, the evidence did not conclusively identify the cause of Cook’s condition, but the dental evidence consistently ruled out the fit of the dentures as the source of the pain.
- Cook sued Downing in small-claims court and obtained a judgment for damages.
- The small-claims court awarded damages under Article 2 of the Oklahoma Uniform Commercial Code, relying on UCC provisions defining “merchant” and “goods” and applying an implied warranty of fitness for a particular purpose.
- The trial court also awarded attorney’s fees under Oklahoma’s fee statute applicable to actions for the purchase or sale of goods.
- Downing appealed, arguing the dispute concerned professional dental services rather than a sale of goods governed by UCC Article 2.

## Issues

1. Whether a dentist who furnishes dentures as part of dental treatment is a UCC Article 2 “merchant” and whether the dentures are “goods,” so that UCC implied warranties apply.
2. Whether a patient may recover UCC implied-warranty damages (and related attorney’s fees) for injuries allegedly arising from denture treatment when the claim is, in substance, about professional dental services.

## Decision

- The Oklahoma Court of Civil Appeals reversed and remanded with directions.
- The court held that, in providing dentures as part of dental treatment, Downing was not a “merchant” within the meaning of UCC § 2-104.
- The court rejected treating the denture transaction as an Article 2 sale of goods for purposes of imposing UCC implied warranties in this professional-services setting.
- Because the UCC theory did not apply, the damages award premised on UCC implied warranty could not stand.
- The attorney’s fee award tied to the “sale of goods” theory was likewise improper and was reversed.

## Legal Principles

- UCC Article 2 governs transactions in goods; it does not automatically govern regulated professional services merely because a tangible item is provided in the course of treatment.
- A licensed dentist does not become a UCC “merchant” simply by preparing and fitting dentures for patients as part of practicing dentistry.
- Claims arising from alleged defects in the rendering of professional medical or dental services generally must be pursued, if at all, under negligence (or other non-UCC) theories rather than UCC implied-warranty theories.
- Statutory attorney’s fees that depend on an action being for the purchase or sale of goods are unavailable when the transaction is properly characterized as professional services rather than an Article 2 sale.

## Conclusion

Cook’s small-claims judgment treated Downing’s denture work as a sale of goods governed by UCC Article 2, but the Court of Civil Appeals reversed, holding that a dentist furnishing dentures as part of dental care is not a UCC merchant in a goods transaction and therefore is not subject to Article 2 implied-warranty liability or related fee-shifting on that basis.


Cook v. Downing, 891 P.2d 611 (1994)