Angela Ford v. Faisal Shah

532 S.W.3d 638
CourtKentucky Supreme Court
DecidedNovember 2, 2017
Docket2016-SC-000136-DG
StatusUnknown
Cited by9 cases

This text of 532 S.W.3d 638 (Angela Ford v. Faisal Shah) is published on Counsel Stack Legal Research, covering Kentucky Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Angela Ford v. Faisal Shah, 532 S.W.3d 638 (Ky. 2017).

Opinion

OPINION OF THE COURT BY

CHIEF JUSTICE MINTON

Among the elements required under our law to prove the tort of conversion, the plaintiff must first prove that She has legal title to the converted property and then prove the right to possess the property at the time of the alleged conversion. Attorney Angela Ford filed this,civil action asserting the tort of conversion, claiming that Harold and Kathleen Baerg and Faisal Shah should be required to disgorge large sums of money that Ford claimed had been stolen from her by her attorney, Seth Johnston, and transferred by him to the Baergs and Shah. The trial court granted summary judgment in favor of Ford, but the Court of Appeals reversed the trial court’s judgment, holding that Ford failed to prove the essential elements of conversion mentioned above. On discretionary review, we affirm the opinion of the Court of Appeals and remand this case to the trial court with direction to grant summary judgment to the Baergs and to Shah.

I. FACTUAL AND PROCEDURAL BACKGROUND.

Attorney Angela Ford received a largfe sum of legal fees for her work in the notorious fen-phen lawsuit. 1 Ford hired attorney Seth Johnston to help her form several LLCs to manage and secrete these funds. Johnston then formed two limited liability companies (LLCs), Villa Paridisio and ATI Ventures, to own and manage the funds. Ford placed some funds into Villa Paridisio’s PNC Bank account and some into ATI Ventures’s Republic Bank account. Johnston, according to the record available to us, was the signatory on both LLCs’ accounts, later transferring Villa Paridisio’s funds to BB&T, also an account where Johnston was named the sole signatory as revealed by the available record.

Johnston also represented Harold and Kathleen Baerg at this time. The Baergs wished to engage in an I.R.C, § 1031 like-kind property exchange. And they wanted Johnston to hold the proceeds from their sold property in an intermediary company, Emerald Riverport, solely controlled by Johnston, until they purchased new property to complete the § 1031 transaction.

Unknown to Ford and the Baergs, Johnston was involved in an extensive scheme of fraud, theft, and illegal drug distribution. Johnston spent the Baergs’ proceeds from the sale of their property, placed in Emerald Riverport, for his own scheme. When the Baergs wanted the money to purchase new property under their § 1031 transaction, Johnston wire-transferred funds from Ford’s Villa Paridisio account to pay the seller of the' new property. Johnston also used fluids from Ford’s ATI Ventures account to purchase a ••'cashier’s check, which he then negotiated to Zafar Nasir. Nasir later negotiated that cashier’s check to Faisal Shah, who deposited the check’s funds into his personal bank account.

After discovering these fraudulent dealings, Ford filed the underlying action against Johnston, the Baergs, and Shah for conversion. Ford moved for summary judgment against all parties, and the trial court granted Ford’s motion and found all parties liable. Shah and the Baergs appealed, and the appellate court reversed the trial court’s findings with respect to them, finding that Ford could not prove the first two elements of conversion 2 —specifically, that Ford lacked the requisite legal title or possessory rights to the allegedly converted property. This court took this case on discretionary reviéw,

II. ANALYSIS

A. Standard of Review.

We review a trial court’s granting of a party’s summary judgment motion de novo. 3 “On appeal, ‘[t]he standard of review ... of a summary judgment is whether the circuit judge correctly found that there were no issues as to any material fact and that the moving party was entitled to a judgment as a matter of law.’ ” 4

B. Ford Cannot Satisfy the First Two Elements of Conversion.

The Baergs correctly argue that Johnston, as the sole signatory on the Villa Paridisio bank accounts at PNC Bank and BB&T, possessed, at the least, apparent authority over those bank accounts. Shah argues the same—Johnston remained the sole signatory on the ATI Ventures bank account at Republic Bank, and thus Johnston possessed apparent authority over that bank account. The Baergs and Shah argue that, through his apparent authority, Johnston divested Ford of legal title and possessory rights when Johnston completed the wire transfer in the Baergs’ case and the negotiation and deposit of the cashier’s check in Shah’s case.

As stated previously, the first two elements of conversion require the plaintiff, Ford, to (1) have legal title over the property in question and (2) the right to possess the property at the time of the conversion. In other words, if Ford does not possess legal title over or the right to possess the property in question, her conversion claims against the Baérgs and Shah fajl.

1. Johnston Possessed Apparent Authority to Act on Behalf of Ford When Managing her LLCs’ Bank Accounts.

A signatory is “A person or entity that signs a document, personally or through an agent, and thereby becomes' a party to an agreement.” 5 For the purposes of this case, the most important feature of designation as a signatory is the vesting of signatory authority 'in the signatory. Signatory authority is the “License to make a decision, esp. to withdraw money from an account or to transfer a negotiable instrument.” 6 In other words; when an individual is designated as a signatory, that individual possesses some type of authority to act on behalf of the principal who designated the individual as a signatory.

' Recall that Ford designated Johnston as a signatory on both her Villa Paridisio and ATI Ventures bank accounts. So Johnston possessed some type of authority over these accounts. The Baergs and Shah correctly argue that, at the very least, Johnston possessed apparent authority to transfer funds from these accounts to third parties, thereby eventually validly divesting Ford of any legal title or right to possess the transferred funds in both cases.

“Apparent authority ... is not actual authority but is the authority the agent is held out by the principal as possessing. It is a matter of appearances on which third parties comes to rely.” 7 “An agent is said to have apparent authority to enter transactions on his or her principal’s behalf with a third party when the principal has manifested to the third party that the agent is so authorized, and the third party reasonably relies on that manifestation.” 8 “That a principal did not approve an individual transaction does not change the fact that an agent can have apparent authority to make the signature and thus engage in the transaction, at least when viewed from the perspective of the bank.”

Related

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Bluebook (online)
532 S.W.3d 638, Counsel Stack Legal Research, https://law.counselstack.com/opinion/angela-ford-v-faisal-shah-ky-2017.