American Security Bank, N.A. v. Sullivan

659 F. Supp. 436, 1987 U.S. Dist. LEXIS 13989
CourtDistrict Court, District of Columbia
DecidedMarch 26, 1987
DocketCiv. A. No. 85-1043
StatusPublished
Cited by1 cases

This text of 659 F. Supp. 436 (American Security Bank, N.A. v. Sullivan) is published on Counsel Stack Legal Research, covering District Court, District of Columbia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
American Security Bank, N.A. v. Sullivan, 659 F. Supp. 436, 1987 U.S. Dist. LEXIS 13989 (D.D.C. 1987).

Opinion

MEMORANDUM OPINION

NORMA HOLLOWAY JOHNSON, District Judge.

This is a diversity action to recover money due and owing plaintiff American Security Bank, N.A. (the Bank), under the terms of a promissory note executed by defendant William A. Sullivan, Jr., on behalf of the law firm of Sullivan, Matteo, Rabil & Norcross. Named as defendants, in addition to Sullivan, are Michael D. Matteo, Mitchell J. Rabil, David F. Norcross, Daniel W. Myers, 2d, and James H. Landgraf, who were all partners in the firm at the time the note was executed, and Sullivan’s wife, Anne, who along with her husband executed a separate agreement guaranteeing payment of the note. The Sullivans have never disputed their liability on the note or the guaranty agreement and a default judgment has been entered against them. Defendants Matteo, Rabil, Norcross, Myers, and Landgraf, alleging that Sullivan was without authority to execute the note on behalf of the partnership, denied liability to the Bank and cross-claimed [437]*437against the Sullivans. The Bank’s claim against these defendants came before the Court earlier for a non-jury trial and judgment was thereafter entered in favor of plaintiff. Judgment was also entered in favor of the non-defaulting defendants on their cross-claim against the Sullivans.1 The following constitutes the Court’s findings of fact and conclusions of law with respect to the Bank’s claim against the non-defaulting defendants.

FINDINGS OF FACT

1. On or about September 1, 1983, defendants William A. Sullivan, Jr., Michael D. Matteo, Mitchell J. Rabil, David F. Nor-cross, Daniel W. Myers, 2d, and James H. Landgraf entered into a partnership agreement creating a firm known as Sullivan, Matteo, Rabil & Norcross (SMR & N) which was to engage in the general practice of law in the District of Columbia. During the period September 1, 1983, through October 30, 1984, these defendants were all general partners in SMR & N. All of the defendants except Sullivan were New Jersey residents.2 Sullivan lived in Potomac, Maryland, and was to be the sole resident partner in the law firm’s office in Washington.

2. One of the New Jersey partners, Michael D. Matteo, negotiated a one-year lease for office space for SMR & N at 1629 K Street, N.W., Suite 605, Washington, D.C. The lease term was for the period commencing July 1, 1984, and ending June 30, 1985. On or about June 26, 1984, Sullivan and each of the New Jersey partners, except Landgraf, executed the lease on behalf of SMR & N.

3. The firm’s name was placed on the door of SMR & N’s office suite and Sullivan occupied the premises, from which he transacted business for the partnership. Sullivan was authorized to develop business for the firm, to bill clients, to use SMR & N letterhead stationery and business cards, which had been prepared for his use at the direction of the New Jersey partners, and to generally manage the day-to-day affairs of the office. In addition, law firm announcements for SMR & N and a promotional pamphlet containing resumes of all the partners were printed at the direction of the New Jersey defendants and given to Sullivan for distribution.

4. SMR & N established a bank account at Riggs National Bank in Washington and there was a regular exchange of information between Sullivan and the New Jersey partners as to the status of that account.

5. During July 1984, Sullivan decided, without consulting his partners, to obtain a line of credit in the partnership name from another financial institution in the District. For this purpose, Sullivan contacted J. David Linthicum, an Assistant Vice President and loan officer of plaintiff American Security Bank, who specialized in law firm accounts. On or about July 23, 1984, Mr. Linthicum visited Sullivan at the K Street office suite of SMR & N. Sullivan advised Linthicum that SMR & N wanted to establish a banking relationship in the District other than its existing one with Riggs, and that the firm desired to obtain a line of credit in the amount of $20,000.00 to finance the purchase of office furniture and equipment and to provide operating capital to prevent cash flow problems in meeting the other expenses of the office. Linthicum provided Sullivan with information regarding the Bank’s application process and requested various documents and information from Sullivan, including a signed copy of the firm’s partnership agreement, that would be needed by the Bank in support of SMR & N’s application for the line of credit.

6. On August 3, 1984, Sullivan sent Linthicum a financial statement, market plan, and financial projections for SMR & N. Shortly thereafter, by letter dated August 9, 1984, Richard Starnes, an associate of SMR & N who worked with Sullivan in Washington, sent Linthicum an executed [438]*438copy of the firm’s lease for the K Street office, additional information concerning SMR & N’s accounts receivable, and certain other background information respecting the firm. The August 9 letter from Starnes stated that he was transmitting all of the additional material requested by the Bank “with the sole exception of the partnership agreement, which we should get to you tomorrow morning.”

7. The following day, August 10, 1984, Sullivan had an unsigned copy of the partnership agreement and a balance sheet for SMR & N delivered to Linthicum. The copy of the partnership agreement received by the Bank, although unsigned, was otherwise identical in content to the signed partnership agreement of September 1, 1983, which was then in effect.

8. Section 8 of the partnership agreement provided, in pertinent part, that

[n]o partner shall, without the consent of the other partners, make, draw, accept or endorse any bill, exchange, promissory note, or other engagement for the payment of money, guarantee any debt or account on behalf of the partnership or pledge the credit of the firm in any way, except in the course of the partnership business. [Emphasis added.]

9. As of Friday, August 10, 1984, Linthicum believed that he had all the documents and information necessary to make a determination with respect to SMR & N’s application. Linthicum testified at trial that, although he had requested Sullivan to provide him with an executed copy of the firm’s partnership agreement, he did not feel it was necessary to delay processing of the loan until such was received. The Bank thus approved, on August 10, SMR & N’s application and agreed to make a $20,-000.00 loan to the firm in the form of a line of credit, as had been requested. Linthicum prepared and forwarded to Sullivan for execution the loan documents, which included a promissory note, a security agreement, financing statements, the guaranty agreement, and a partnership borrowing resolution.

10. Based upon the documents and information which had been submitted to the Bank in support of SMR & N’s application and upon his July 23, 1984, visit to the firm’s K Street office, Linthicum reasonably believed that Sullivan had authority to act for the partnership in establishing the line of credit. It appeared clear to Linthicum that Sullivan was the managing partner of SMR & N’s Washington office, that, as such, he was expected to arrange for payment of the overhead expenses of the office, and that he necessarily had authority to obtain the loan for the stated purposes.

11.

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Related

American Security Bank v. Daniel W. Myers, 2nd
873 F.2d 408 (D.C. Circuit, 1989)

Cite This Page — Counsel Stack

Bluebook (online)
659 F. Supp. 436, 1987 U.S. Dist. LEXIS 13989, Counsel Stack Legal Research, https://law.counselstack.com/opinion/american-security-bank-na-v-sullivan-dcd-1987.