Edwards v. Allied Home Mortg. Capital Corp
In Edwards v. Allied Home Mortg. Capital Corp., 962 So. 2d 194 (Ala. 2007), a trial court awarded partial summary judgment in favor of Allied Home Mortgage Capital Corporation (Allied), a mortgage brokerage company, and against Allied's former branch manager, Edwards, on, inter alia, a conversion claim. Id. at 202.
The case proceeded to trial before a jury to determine the amount of compensatory damages to be awarded to Allied. Id.
The jury ultimately awarded Allied damages for its conversion claim equaling the face value of various checks (plus prejudgment interest) that were made payable to Allied, but retained and deposited by Edwards into her personal accounts. Id. at 203.
Edwards appealed this verdict, arguing that the trial court erred by prohibiting her from arguing to the jury that Allied's interest in the checks was less than the face value of the checks, in light of an agreement between the parties that permitted Allied to retain a small percentage of each closed loan that originated through the branch. Id. at 203-04.
In fact, Allied's representative testified at trial that Allied would have retained only a percentage of the checks, instead of the full amount of the checks, if Edwards had forwarded them to Allied, as she was required to do. Id. at 204.
The Supreme Court of Alabama construed Alabama's counterpart to C.L. 3-420(b), along with the official comment upon which the circuit court placed heavy emphasis, and rejected Allied's argument that the official comment restricted the qualifying clause, or "but" clause, to circumstances involving multiple payee checks:
Allied's arguments on the compensatory-damages issue are not well-founded. The trial court should not have prohibited Edwards from arguing to the jury that Allied's interest in the converted checks was less than their face value. This Court is bound by rules of statutory construction "to interpret the language of a statute to mean exactly what it says and to give effect to the apparent intent of the legislature." IMED Corp. v. Systems Eng'g, Assocs. Corp., 602 So. 2d 344, 349 (Ala. 1992). The first clause in 7-3-420(b) states that the measure of liability is presumed to be the amount payable on the instrument. Although the statute creates that presumption, the plain language in the clause that immediately follows the first clause indicates that the measure of liability is not equal to the face amount if the "recovery . . . exceeds the amount of the plaintiff's interest in the instrument." The Official Comment to 7-3-420(b) states that the purpose of that qualifying clause is to "prevent . . . a plaintiff with no interest or little interest in the proceeds of the check from receiving a windfall." That Comment concludes that the amount of recovery for conversion of a check could be "dependent upon a contract" between the parties.
Section 7-3-420(b), Ala. Code 1975, creates a rebuttable presumption that the amount of compensatory damages for conversion of a negotiable instrument is the face value of the instrument. Here, Allied presumptively established that Edwards's liability for her conversion of checks payable to Allied was $ 425,309 (i.e., the face value of the converted checks). Edwards rebutted that presumption, however, when she presented testimony that, considering the rights of the parties in the agreement, Allied's "interest" in those checks was $ 64,467 -- the aggregate corporate fee Allied would have earned had Edwards delivered the closing checks she had retained to Allied. Id. at 205-06.
Because Edwards rebutted the statutory presumption by presenting testimony regarding the extent of the plaintiff's interest in the checks, the Supreme Court of Alabama concluded that the trial court erroneously prohibited her from arguing to the jury that Allied was entitled to less than the full amount payable on the check. Id. at 206.
In short, the Edwards Court expressly declined to give the "but" clause any special significance with respect to multiple payees, ruling instead that the "but" clause qualified the preceding presumption clause, such that the statute generally created a presumption of the measure of liability that could be rebutted by evidence of a plaintiff's actual interest in the instrument.