RENDERED: MAY 29, 2026; 10:00 A.M. NOT TO BE PUBLISHED
Commonwealth of Kentucky Court of Appeals NO. 2025-CA-0433-MR
PUPPYGRAM COM LLC APPELLANT
APPEAL FROM JEFFERSON CIRCUIT COURT v. HONORABLE TRACY E. DAVIS, JUDGE ACTION NO. 24-CI-007213
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT AND OFFICE OF CODES AND REGULATIONS APPELLEES
OPINION AFFIRMING
** ** ** ** **
BEFORE: THOMPSON, CHIEF JUDGE; CETRULO AND COMBS, JUDGES.
COMBS, JUDGE: Puppygram Com LLC (Puppygram), a foreign limited liability
company, appeals an order of the Jefferson Circuit Court dismissing its complaint
against Louisville/Jefferson County Metro Government (Louisville Metro) and
Office of Codes and Regulations (a division of Louisville Metro Inspections,
Permits, and Licenses). In its complaint, Puppygram challenged enforcement of an amendment to a local ordinance governing the operation of pet stores. The
amendment at issue prohibits the retail sale of dogs and cats therein. Puppygram
argues that the circuit court erred by concluding that it failed to state a claim for
which relief can be granted and by dismissing its request for a declaration of rights
and an injunction prohibiting enforcement of the ordinance. After our review, we
affirm.
The disputed provision -- an amendment to Louisville Metro Code of
Ordinances, Section 91.141 -- was approved on October 3, 2023, and took effect
one year later. Generally, the ordinance provides minimum standards for the care
and keeping of animals at kennels and catteries or offered for sale in retail pet
stores. As amended, it contains a straightforward prohibition: “It shall be unlawful
for a retail pet store . . . to sell or offer for sale a dog or cat.” A “retail pet store” is
a “commercial establishment that sells or offers for sale animals on its premises at
retail” notwithstanding what type of license (if any) the establishment holds.
Puppygram does not dispute that it breeds and purchases puppies for resale and
that it operates a “retail pet store” focused on the retail sale of dogs.
The ordinance contains a broader prohibition as well: “It shall be
unlawful for any person to offer for sale any dog or cat at or on any street, public
right-of-way, parkway, median, park, recreation area, outdoor market, booth, flea
markets, roadside stand, temporary site or parking lot . . . .” The amendment does
-2- not prohibit transactions between consumers and animal rescues, shelters, or
breeders who sell dogs and cats directly to purchasers.
On October 8, 2024, Puppygram initiated this action challenging the
ban on the retail sale of dogs and cats in pet stores. Construing the language of its
complaint broadly, we observe that Puppygram alleged that the amendment is
unconstitutional under the Kentucky Constitution; violates the Due Process Clause,
the Equal Protection Clause, and the Commerce Clause of the United States
Constitution; exceeds the authority of the urban-county government, in part,
because it “designates no public purpose or public benefit;” is preempted by the
federal Animal Welfare Act (AWA), 7 U.S.C.1 § 2131, et seq.; and creates an
unlawful monopoly. It also alleged that the sale of dogs at its pet store constitutes
a non-conforming use pursuant to the land development code and that,
consequently, it must be “grandfathered in.”
Without answering the complaint, Louisville Metro filed a motion to
dismiss the complaint for failure to state a claim. See Kentucky Rules of Civil
Procedure (CR) 12.02(f). The circuit court granted the motion and dismissed
Puppygram’s complaint in its entirety. This appeal followed.
A motion to dismiss for failure to state a claim tests whether the
complaint states a plausible claim for relief. The motion presents to the court a
1 United States Code.
-3- pure question of law. Tucker v. Tucker, 623 S.W.3d 142, 145 (Ky. App. 2021). As
a result, we do not defer to the circuit court. Fox v. Grayson, 317 S.W.3d 1, 7 (Ky.
2010). Instead, we review its decision de novo. Id. See also Blue Movies, Inc. v.
Louisville/Jefferson Cnty. Metro Government, 317 S.W.3d 23, 28 (Ky. 2010).
Some of Puppygram’s initial arguments have been abandoned on
appeal. As a matter of course, we address only those issues presented in its brief.
We begin with Puppygram’s contention that the circuit court erred by
dismissing its allegation that a ban on the retail sale of dogs in pet stores exceeds
the authority of Louisville Metro to act pursuant to its police powers. It argues that
applying the ban to limit consumers’ access to dogs and puppies by allowing
adoption or purchase through animal rescues, shelters, and designated breeders,
illegally impinges upon its retail sales business because it is not a “puppy mill.”
Through the exercise of the police power, municipal corporations
have historically enjoyed wide latitude to adopt ordinances that promote the health,
safety, morals, or general welfare of the people. See Lexington Fayette Cnty. Food
and Beverage Ass’n v. Lexington-Fayette Urban Cnty. Government, 131 S.W.3d
745, 749 (Ky. 2004) (citing U.S. Mining & Exploration Natural Resources Co.,
Inc. v. City of Beattyville, 548 S.W.2d 833 (1977)). “Among the police powers of
government, the authority to promote and safeguard public health is a high
priority.” Commonwealth v. Mountain Comprehensive Care Center, Inc., Nos.
-4- 2025-CA-0122-MR, 2025-CA-0166-MR, 2026 WL 1261486, at *7 (Ky. App. May
8, 2026) (citing Lexington Fayette Cnty. Food & Beverage Ass’n, 131 S.W.3d at
749). Furthermore, provisions of the Kentucky Revised Statutes (KRS)
specifically authorize Louisville Metro to enact and enforce ordinances that it
deems necessary for the health, education, safety, welfare, and convenience of its
inhabitants and for the effective administration of government. KRS 67A.070.
Sufficient grounds exist for the enactment of a provision if it has a
“substantial relation to a legitimate object in the suppression of the conditions
which the city authorities deem detrimental to the public good.” Shaeffler v. City
of Park Hills, Kentucky, 279 S.W.2d 21, 22 (Ky. 1955). The fact that an exercise
of police power impinges upon private interests does not restrict reasonable
regulation. Lexington Fayette Cnty. Food and Beverage Ass’n., 131 S.W.3d at
752.
Before enacting the ban, the urban-county council considered
information indicating that pet store puppies have the capacity to spread antibiotic-
resistant infections to humans; that consumer issues surrounding the retail sale of
cats and dogs at pet stores abound; and that the retail sale of cats and dogs at pet
stores drives production at “puppy mills” and “kitten factories.” An expressly
stated purpose of the amendment is to address the established health risks to
consumers posed by pet store puppies. Moreover, by prohibiting the retail sale of
-5- cats and dogs at pet stores (and outdoor venues), the amendment aims to curb the
prevalence of large-scale commercial breeding operations; to decrease the burden
that the overpopulation of dogs and cats imposes upon local agencies; and to
promote community awareness of animal welfare. These concerns directly and
logically justify an exercise of the police power.
Louisville Metro acted well within its authority to consider the nature
of a broadly-based social problem and to choose -- among a variety of means -- to
address it. Its decision was not arbitrary; instead, it was practical and rational
under the circumstances. Given its express purposes, the amendment is a
reasonable regulation upon the retail sale of cats and dogs. Whether it might have
chosen a less restrictive mechanism to address the problem presents a political
question best answered at the ballot box and is, therefore, irrelevant to our review.
See City of Louisville v. Thompson, 339 S.W.2d 869, 872 (Ky. 1960) (citing
Berman v. Parker, 348 U.S. 26, 75 S. Ct. 98, 102, 99 L. Ed. 27 (1954)) (“[Where
reasonable minds may differ] the legislature, not the judiciary, is the main guardian
of the public needs to be served by social legislation[.]”). Whether Puppygram,
itself, can be deemed a “puppy mill” (which Puppygram vehemently denies) is also
irrelevant to the analysis.
Next, we consider Puppygram’s contention that the challenged
amendment violates the Commerce Clause of the United States Constitution. U.S.
-6- CONST., Art. I, § 8, cl. 3. While the Commerce Clause specifically refers to the
authority of Congress, the Supreme Court of the United States has recognized that
it also limits the power of states to erect barriers against interstate trade. Lewis v.
BT Investment Managers, Inc., 447 U.S. 27, 35, 100 S. Ct. 2009, 2015, 64 L. Ed.
2d 702 (1980). Moreover, dormant Commerce Clause jurisprudence holds that
states may not impose regulations that place an undue burden on interstate
commerce -- even where those regulations do not discriminate between or among
in-state and out-of-state businesses. See Brown–Forman Distillers Corp. v. New
York State Liquor Authority, 476 U.S. 573, 579, 106 S. Ct. 2080, 2084, 90 L. Ed.
2d 552 (1986) (citing Pike v. Bruce Church, Inc., 397 U.S. 137, 142, 90 S. Ct. 844,
847, 25 L. Ed. 2d 174 (1970)).
Puppygram asserts that the ban on the retail sale of dogs in local pet
stores is unconstitutional because any laws that discriminate against interstate
commerce are invalid and that the ban violates the dormant Commerce Clause
because it “excessively burdens the interstate commerce.” We disagree.
Louisville Metro’s ban on the retail sale of cats and dogs through local
pet stores does not address dogs and cats bred in other states or localities. The
amendment even-handedly prohibits the retail sale of all dogs and cats at all local
pet stores without regard for foreign economic interests. The ban is not designed
to favor the retail sale of locally-bred dogs and cats over those bred elsewhere.
-7- Instead, the purpose and effect of the amendment is to stem the over-breeding of
dogs and cats and to protect the community from the harm that results -- regardless
of where the breeding occurs.
Puppygram contends that the ban will economically disadvantage out-
of-state breeders. However, the ban does not prohibit the importation of dogs into
the area nor does it place added costs upon the business of selling dogs bred out-of-
state; thus, it only incidentally affects interstate commerce. The ban is not unduly
burdensome.
Finally, although the ban adversely impacts local pet stores that offer
dogs and cats for retail sale, this economic effect alone is insufficient to state a
claim under the Commerce Clause. Moreover, we tend to agree with Puppygram’s
observation that “intent here is to push consumers to adopt from local shelters as
opposed to purchasing pure-bred dogs.” However, the simple fact that the
prohibition impacts Puppygram’s own business model does not mean that it runs
afoul of the dormant Commerce Clause. The circuit court did not err by dismissing
this count of the complaint because it fails to state a plausible claim for relief.
Next, we consider Puppygram’s contention that the ban on retail sales
of dogs through pet stores violates the Equal Protection Clause of the Fourteenth
Amendment. U.S. CONST. Amend. XIV, § 1. That argument is premised on
-8- Puppygram’s claim that “[t]here is no rational basis between closure of Puppygram
and the eradication of puppy mills.”
Without engaging in a comprehensive analysis of the nuances of the
Equal Protection Clause, we can say unequivocally that Puppygram’s underlying
premise is fatally flawed for a number of reasons. It is so, primarily, because
rational basis review requires Puppygram to show that there is no plausible basis
for the ban on the retail sale of dogs and cats through local pet stores. Mountain
Comprehensive Care Center, Inc., 2026 WL 1261486, at *8; Vision Mining, Inc. v.
Gardner, 364 S.W.3d 455, 465 (Ky. 2011).
However, as discussed above, the decision to prohibit the retail sale of
dogs and cats at local pet stores was undertaken for legitimate reasons.
Discriminating between the retail sale of dogs and cats through pet stores (and
outdoor venues) and transactions involving animal rescues, shelters, and breeders
who sell directly to consumers is aimed at protecting the public’s health and
welfare and curbing mass-breeding operations with their predictably disastrous
consequences -- including higher rates of abandonment and mistreatment.
Louisville Metro rationally determined that prohibiting the retail sale of dogs and
cats through pet stores (and outdoor venues) will help reduce the demand for
animals produced at puppy mills and kitten factories and can be expected to help
reduce animal overpopulation and to protect consumers’ welfare.
-9- Rational basis review does not require legislation to operate with
precision or to produce congruently equitable results in every application. See
Mountain Comprehensive Care Center, Inc., 2026 WL 1261486 at *10. The
distinction drawn between retail pet stores and other outlets is rationally related to
and promotes a legitimate governmental interest. Because amendment of the
ordinance survives rational basis review, Puppygram has failed to show a violation
of the Equal Protection Clause. The circuit court did not err by dismissing this
claim.
Next, we consider Puppygram’s argument that the ban creates an
unlawful monopoly in favor of animal rescues and shelters. Puppygram cites to
the provisions of KRS 367.175(2) that make it unlawful for anyone to monopolize
or to conspire with any other person to monopolize commerce in the
Commonwealth. Violation of this provision constitutues a Class C felony. KRS
367.175(3).
However, Puppygram overlooks specific provisions of KRS 367.176.
The statute provides that KRS 367.175 shall not be construed to render illegal
activities which are legitimate under the laws of the Commonwealth or the United
States. KRS 367.176(1). Additionally, KRS 367.176(2) provides that “KRS
367.175 shall not apply to activities authorized or approved under any federal or
state statute or regulation.” As discussed, enactment of the ban was lawful.
-10- Consequently, the provisions of KRS 367.175 are inapplicable. The circuit court
did not err by dismissing this count of the complaint.
Next, we consider Puppygram’s contention that its retail sale of dogs
must be considered a nonconforming use of its property authorized by Louisville
Metro’s land development code. Puppygram explains that the amendment
prohibiting the retail sale of dogs in pet stores must be invalildated because it
“violates the grandfather clause” of the code. In support of its argument,
Puppygram cites to the provisions of KRS 100.253.
KRS 100.253(1) provides, in part, that the lawful use of a building or
premises “existing at the time of the adoption of any zoning regulations affecting
it, may be continued, although such use does not conform to the provisions of such
regulations.” This provision directs that the use of one’s property may (under
certain circumstances) be permitted despite the fact that the use conflicts with a
newly enacted zoning regulation. However, by its very terms, this provision is
inapplicable to Louisville Metro’s decision to amend its Code of Ordinances.
Consequently, the circuit court did not err by dismissing this count of the
complaint.
Next, we consider Puppygram’s contention that the ban constitutes an
unlawful impairment of contract. Puppygram argues that the amendment violates
the Contract Clauses of both the United States Constitution, U.S. CONST., Art. I, §
-11- 10, cl. 1., and of the Kentucky Constitution, KY. CONST. § 19, because it limits its
ability to honor the terms of its lease agreement.
While the terms of Puppygram’s lease agreement restrict use of the
premises to the “sale of dogs and cats and dog and cat supplies . . . without the
prior written consent of [the landlord],” the amendment has not substantially
impacted the parties’ obligations to each other. Regardless, even if Puppygram
could show that the ban substantially impaired the contract, Kentucky has long
recognized that an exercise of the police power, based on “the general welfare of
the community,” may validly infringe on the right to contract. Zuckerman v.
Bevin, 565 S.W.3d 580, 598–99 (Ky. 2018) (citing City of Covington v. Sanitation
Dist. No. 1, 301 S.W.2d 885, 888 (Ky. 1957)) (reference to existing laws in a
contract, at the time it is made, carries with it also the general principle that those
relationships defined by the contract are subject to change by subsequent
legislation under a reasonable exercise of the state’s police power.)
The same analysis applies to the federal provision. Where legislation
constitutes a substantial impairment of contract, it must be justified by a significant
and legitimate public purpose -- such as addressing a broad social or economic
problem. Energy Reserves Group, Inc. v. Kansas Power and Light Co., 459 U.S.
400, 411–12, 103 S. Ct. 697, 704–05, 74 L. Ed. 2d 569 (1983).
-12- In light of Louisville Metro’s legitimate interest in furthering the
humane treatment of animals, curbing animal overpopulation, and protecting
consumers, the amendment does not violate either the federal or state Contract
Clause. Because Plaintiff’s claims on this issue fail, the circuit court did not err by
dismissing this count of the complaint.
Next, we consider Puppygram’s contention that the ban violates its
right against a governmental taking of private property without just compensation.
Because its lease agreement restricts use of the premises to the sale of dogs and
cats, Puppygram argues that Louisville Metro’s prohibition of retail sales of dogs
and cats through pet stores constitutes a “regulatory taking” (a restriction on the
use of property that goes “too far.” Horne v. Department of Agriculture, 576 U.S.
350, 360, 135 S. Ct. 2419, 2427, 192 L. Ed. 2d 388 (2015)). This argument, too, is
fatally flawed.
Government regulation often “curtails some potential for the use or
economic exploitation of private property.” Andrus v. Allard, 444 U.S. 51, 65, 100
S. Ct. 318, 326–28, 62 L. Ed. 2d 210 (1979). Nevertheless, the Fifth Amendment’s
Takings Clause (“nor shall private property be taken for public use, without just
compensation”) is not always implicated. U.S. CONST. Amend. V. (The Takings
Clause is made applicable to the states through the provisions of the Fourteenth
Amendment). In fact, the limitations on government regulation derived from the
-13- Takings Clause coexist with the municipality’s police power. Sheetz v. Cnty. of El
Dorado, California, 601 U.S. 267, 273–74, 144 S. Ct. 893, 899, 218 L. Ed. 2d 224
(2024). It is only where legislation fails to advance a legitimate state interest or
denies an owner economically viable use of his property interest that the Takings
Clause is implicated. Id.
In this case, despite the ban on its retail sale of dogs, it is clear that
Puppygram is able to derive economic benefit from its lease agreement. It is able
to continue selling dog and cat supplies, and with the landlord’s permission, can
sell other pets to consumers. Regulations that bar trade in certain goods are
routinely upheld against claims of unconstitutional taking; and an interest in
anticipated gains has traditionally been viewed as less compelling than other
property-related interests. See Allard, 444 U.S. at 66, 100 S. Ct. at 327. A
decrease in the value of its lease agreement due to a permissible restriction
imposed upon what can be sold in the pet store does not equate with a
constitutional taking. The circuit court did not err by dismissing this count of the
Finally, we address Puppygram’s argument that the ban is overbroad,
arbitrary, capricious, and an abuse of discretion. It contends that the ban violates
principles of substantive due process because it is not rationally related to a
legitimate government purpose.
-14- We agree that some legislation may indeed be so arbitrary or irrational
as to violate substantive due process requirements. However, the challenged
amendment at issue here is subject only to rational basis scrutiny. Beshear v.
Acree, 615 S.W.3d 780, 816 (Ky. 2020). Pursuant to this standard, the legislation
need only be rationally related to a legitimate government objective. Id. (citing
Stephens v. State Farm Mut. Auto. Ins. Co., 894 S.W.2d 624, 627 (Ky. 1995)).
Louisville Metro’s ban on the retail sale of cats and dogs in pet stores
appears reasonably aimed at accomplishing legitimate objectives when analyzed
pursuant to rational basis scrutiny. Consequently, the circuit court did not err by
The order of the Jefferson Circuit Court is affirmed.
ALL CONCUR.
BRIEF FOR APPELLANT: BRIEF FOR APPELLEE:
Nader George Shunnarah Michael J. O’Connell Louisville, Kentucky Jefferson County Attorney Louisville, Kentucky
Robbie J. Howard Assistant Jefferson County Attorney Louisville, Kentucky
-15-