AMERICAN EXP. TRAVEL RELATED SERVICES COMPANY, INC. v. Laughlin

623 A.2d 854, 424 Pa. Super. 622, 1993 Pa. Super. LEXIS 1312
CourtSuperior Court of Pennsylvania
DecidedApril 23, 1993
Docket1136
StatusPublished
Cited by5 cases

This text of 623 A.2d 854 (AMERICAN EXP. TRAVEL RELATED SERVICES COMPANY, INC. v. Laughlin) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
AMERICAN EXP. TRAVEL RELATED SERVICES COMPANY, INC. v. Laughlin, 623 A.2d 854, 424 Pa. Super. 622, 1993 Pa. Super. LEXIS 1312 (Pa. Ct. App. 1993).

Opinions

OLSZEWSKI, Judge:

This is an appeal from the Hon. Maureen F. Fitzpatrick’s order granting appellee American Express Travel Related Service Company’s [“AMEX”] petition for a preliminary injunction. Appellant George M. Laughlin, trading as Best Auto Tag Services [“Laughlin”] contends, for various reasons, that the injunction was improperly granted. We affirm.

Laughlin and AMEX entered into a contractual agreement whereby Laughlin issued money orders on AMEX’s behalf. Although the contract permitted- Laughlin to charge his cus[625]*625tomers a fee for his services, he received no right to possession or title in any funds he received in exchange for the orders. The contract specifically provides that Laughlin assumed a fiduciary duty as to all funds received on AMEX’s behalf:

1. Trust Relationship. AMEX appoints Agent [Laughlin] as its agent authorized to sell American Express Money Orders issued by AMEX (“Money Orders”) in accordance with the provisions stated herein. Upon execution of this agreement and pursuant to its terms, Agent shall be a trustee and act in a fiduciary capacity with respect to any Money Orders in Agent’s possession and Proceeds, as defined in subsection 2(d) hereof. Agent shall account for the money orders and proceeds separate and apart from all other funds and monies of Agent and shall not commingle the Money Orders and Proceeds with these other funds and monies. In the event agent does commingle Money Orders and/or Proceeds with any other funds and/or monies, such other funds and monies shall be deemed to be impressed with a trust with respect thereto. It is expressly understood that Agent does not, by operation of this Agreement, acquire any right, title, or interest of any kind in the Money Orders, the Proceeds, or the AMEX Fee as defined in subsection 3(b) hereof.

Trust Agreement, R.R. 66A.

The relationship between the parties was apparently amicable until AMEX became concerned over Laughlin’s “unstable” reporting patterns. AMEX performed an extensive audit in December of 1991, which disclosed that Laughlin had failed to remit over $180,000 in money order proceeds. Shortly thereafter, AMEX filed this equity action alleging, inter alia, that Laughlin breached his fiduciary duty by failing to remit the proceeds.

Before Laughlin filed his answer, AMEX filed a motion for a preliminary injunction, asking the court to prevent Laughlin from dissipating, alienating, transferring, concealing or substantially impairing the funds he held pursuant to the trust agreement. The injunction also sought an accounting of the [626]*626trust proceeds, and remission of any trust proceeds to AMEX. The trial court held a two-day hearing on the injunction on February 11, and February 24, 1992. The only evidence at the hearing, presented by AMEX, established that AMEX’s audits were substantially correct and that Laughlin (through a conversation with AMEX’s auditor and a letter signed by Laughlin) tacitly admitted that he had not remitted $193,000 in proceeds to AMEX. The trial judge therefore determined that AMEX’s success on the eventual merits was likely and granted, the injunction. The injunction was conditioned upon AMEX’s posting a $180,000 bond in court.

Laughlin presents numerous arguments on appeal, all of which contend that the injunction, or portions of it, were improperly granted. He argues that the injunction should not have issued in the first place because AMEX had an adequate remedy at law and that AMEX has not shown irreparable injury requiring injunctive relief. He also contends that the trial court abused its discretion in granting an accounting and in requiring Laughlin to remit any proceeds in his possession.

“Appellate review of a decree granting a preliminary injunction is limited to whether the action of the court has any ‘apparently reasonable grounds.’ ” East Hills TV and Sporting v. Dibert, 366 Pa.Super. 455, 459, 531 A.2d 507, 509 (1987) (quoting Hospital Association of Pennsylvania v. Comm., Dept. of Public Welfare, 495 Pa. 225, 433 A.2d 450 (1981)). The purpose of a preliminary injunction is to preserve the status quo as it exists or as it existed before the acts complained of, thereby preventing irreparable injury or gross injustice. The injunction should not issue unless there is urgent necessity to prevent injury not compensable by damages. Maritrans v. Pepper, Hamilton & Scheetz, 529 Pa. 241, 602 A.2d 1277 (1992). We may reverse the trial judge only if she clearly has abused her discretion. Id. We find no such abuse.

Laughlin argues first that AMEX has an adequate remedy at law and is not suffering irreparable harm. He claims that any arrearages due to AMEX may await judgment [627]*627after a hearing on the merits. We disagree. Since Laughlin’s relationship with AMEX is that of trustee, rather than debtor, the existence of a remedy at law is irrelevant. Restatement of Trusts (Second), § 199, comment a. Indeed, a trust beneficiary has an option to pursue either equitable or legal relief in an action against a trustee. Ramsey v. Ramsey, 351 Pa. 413, 41 A.2d 559 (1945); see Restatement of Trusts (Second), § 199.

Here, the trial judge determined that AMEX was likely to succeed in its action against Laughlin, given Laughlin’s tacit admissions that he did not remit the funds which he held on AMEX’s behalf. The court therefore enjoined him from concealing or dissipating those funds. Moreover, the court held that an injunction in this case is especially appropriate to return the parties to the status quo as it existed prior to Laughlin’s alleged breach of his fiduciary duty. The agreement between the parties specifically provides that Laughlin never acquired any interest whatsoever in the funds he received on AMEX’s behalf. Without injunctive relief enjoining further breach of Laughlin’s fiduciary duty, AMEX would suffer great injustice. Laughlin would be entitled to utilize, or perhaps conceal or destroy, proceeds in which he agreed he had no interest. The trial judge did not abuse her discretion in granting the preliminary injunctive relief.

Laughlin contends next that the trial court abused its discretion in granting the injunction because AMEX cannot identify a trust “res” for which he is responsible. He further argues that AMEX’s failure to identify the “res” renders an accounting unnecessary, since AMEX has acquired the necessary information regarding the proceeds through its audits. These arguments rest on the erroneous assumption that the court imposed a constructive trust on Laughlin’s assets.

As Laughlin correctly notes, a constructive trust arises when a person holding title to property is subject to an equitable duty to convey it to another on the ground that he will be unjustly enriched if he were permitted to retain it. Kimball v. Barr, 249 Pa.Super. 420, 378 A.2d 366 (1977). In such cases, the plaintiff must “trace” the trust funds into an identifiable fund which represents the trust property. City of [628]*628Philadelphia v. Mancini, 431 Pa.

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AMERICAN EXP. TRAVEL RELATED SERVICES COMPANY, INC. v. Laughlin
623 A.2d 854 (Superior Court of Pennsylvania, 1993)

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Bluebook (online)
623 A.2d 854, 424 Pa. Super. 622, 1993 Pa. Super. LEXIS 1312, Counsel Stack Legal Research, https://law.counselstack.com/opinion/american-exp-travel-related-services-company-inc-v-laughlin-pasuperct-1993.