Contract woes come in a variety of flavors, like ice cream.
A few disputes arise because someone never bothered to read the contract. ("I’m sorry, judge, but I didn’t read it before I signed it" sounds ridiculous and almost never succeeds as a breach-of-contract defense.)
Some other disagreements come about because one of the parties read the contract but didn’t understand it.
A third variety of dispute involves two individuals who read the contract and understood it, or thought they did, but whose respective understandings of the agreement don’t mesh.
Last August, Mary Ann Cohen adopted a chestnut gelding named "Corona" from Project Sage Horse Rescue, a New York non-profit. Cohen’s understanding of the written adoption agreement was that the contract transferred legal ownership of Corona to her, with the only stipulation being adequate care for the horse.
Project Sage, on the other hand, argued that the adoption contract did not transfer ownership of Corona to Cohen. Instead, the contract amounted to a placement of Corona only, with Cohen designated as the animal’s "caregiver" rather than "owner." The agreement, according to Project Sage, was a grant of custody not ownership, with numerous restrictions that allowed the horse rescue to maintain control over the welfare of horses it adopted out.
It shouldn’t come as a surprise that this disagreement over what the adoption contract actually meant led to a lawsuit in the Nassau County division of the New York Supreme Court.
Here Comes the Judge
The circumstances that led to the litigation, many of which still are in dispute, are these, according to Justice Anthony L. Parga:
Cohen adopted Corona in August 2011.
A month later, Cohen requested permission from Project Sage to move Corona from one farm (Two Cousins, where Project Sage boards several of its horses) to another location (Pal-O-Mine Equestrian Center) for a weekend. Project Sage agreed to the move.
Cohen subsequently requested permission to permanently relocate Corona to Pal-O-Mine, which she thought was a better fit for the horse. At that point, according to Cohen, Project Sage terminated the adoption agreement, reclaimed Corona, and moved the horse to an undisclosed location.
Project Sage, on the other hand, claims that the adoption agreement was terminated due to a legitimate concern for Corona’s welfare. The horse allegedly was sweating and acting abnormally when he was returned from Pal-O-Mine, conditions that were resolved when a cribbing strap was removed.
Early in the litigation, Justice Parga had an opportunity to consider the scope of the adoption agreement when Cohen asked the court for an injunction requiring Project Sage to return Corona to her. Justice Parga refused on the ground that Cohen had not shown that she was the "sole owner of Corona," or that she was entitled to "sole possession" of the horse.
Justice Parga explained: "The adoption agreement at issue merely states that Project Sage agrees to ‘place Corona to caregiver’ for ‘the purpose of providing a safe, healthy and loving environment for the horse,’ and also states that such placement with the caregiver is agreed to in exchange for the caregiver’s agreement ‘to comply with the terms of the Placement Contract.’ In addition, the agreement specifically states that Corona shall remain at Two Cousins Farm and expressly gives Project Sage the right to remove the horse without notice to (Cohen)."
Denial of Cohen’s request for a preliminary injunction doesn’t end the litigation over who actually owns Corona, which is in its early stages. Nor does the Order establish any binding legal precedent.
Even so, there are some lessons to be learned:
●Written contracts can prevent most—but certainly not all—legal disputes.
●Disagreements are less likely if both parties fully understand the terms and the ramifications of the contracts they sign.
What does "adoption" of a horse mean to you, a transfer of ownership or something less?