## Facts

- Carl Brown privately sold an all-terrain vehicle (ATV) to Jonathan R. Ward for an agreed price and delivered the ATV directly to Ward.
- Brown did not deliver or assign the ATV’s certificate of title to Ward, and the ATV remained titled in Brown’s name.
- About three weeks after delivery, the ATV was stolen from Ward’s driveway before Ward obtained title in his own name.
- Ward sued to recover the purchase price, arguing the failure to transfer title meant risk of loss never shifted from Brown.
- The trial court ruled for Ward, finding the risk of loss stayed with Brown because title was not transferred as required by Ohio law.

## Issues

1. Whether a seller’s failure to transfer a motor-vehicle certificate of title prevents risk of loss from passing to a buyer after the buyer has taken delivery.
2. In a private sale by a non-merchant seller with direct delivery and no carrier, whether the buyer or seller bears the risk of loss for post-delivery theft when neither party is in breach for risk-of-loss purposes.

## Decision

- The appellate court reversed the trial court’s judgment for Ward.
- The court held the risk of loss passed to Ward upon his receipt of the ATV because Brown was a non-merchant seller who completed direct delivery.
- The court held the certificate-of-title statute governs legal title and proof of ownership but does not displace UCC risk-of-loss allocation between the contracting parties after delivery.
- Judgment was entered for Brown, and Ward was denied recovery of the purchase price.

## Legal Principles

- Under Ohio’s UCC risk-of-loss rule for non-merchant sellers, risk of loss passes to the buyer on the buyer’s receipt of the goods when the seller completes delivery in a non-shipment transaction.
- Article 2 separates “title” from many sales consequences; UCC provisions on rights and obligations apply regardless of title unless a specific UCC provision makes title controlling.
- Ohio’s motor-vehicle certificate-of-title statute prevents acquisition of legal title absent a certificate, chiefly to deter fraud and provide reliable proof of ownership, but it does not automatically determine risk of loss between seller and buyer after delivery.
- A post-delivery casualty loss is allocated by the UCC’s risk-of-loss provisions unless a breach-based UCC rule applies or the parties contract for a different allocation.

## Conclusion

The court held that, despite the seller’s failure to transfer the certificate of title, the buyer bore the risk of loss for the ATV’s theft because the non-merchant seller had completed direct delivery and the UCC risk-of-loss rules governed.


Ward v. Brown, 2003-Ohio-500, 2003 WL 220598 (Ohio Ct. App. Feb. 6, 2003)