C.H. Robinson Co. v. Alanco Corp.

239 F.3d 483, 2001 WL 91956
CourtCourt of Appeals for the Second Circuit
DecidedFebruary 2, 2001
DocketNo. 00-7148
StatusPublished
Cited by29 cases

This text of 239 F.3d 483 (C.H. Robinson Co. v. Alanco Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
C.H. Robinson Co. v. Alanco Corp., 239 F.3d 483, 2001 WL 91956 (2d Cir. 2001).

Opinion

CEDARBAUM, District Judge:

The question raised on this appeal is whether an attorney who represented a produce purchaser in a suit to collect accounts receivable may enforce a lien for unpaid attorney’s fees against the proceeds of the suit when the proceeds are held in trust for the original seller under the Perishable Agricultural Commodities Act (“PACA”), 7 U.S.C. § 499a et seq. In the District Court, Magistrate Judge Peck1 ruled that the lien was not enforceable. For the reasons discussed below, we affirm.

BACKGROUND

Plaintiff-Appellee C.H. Robinson Company (“Robinson”) is a seller of perishable agricultural commodities. Defendant-Appellant Alanco Corp. (“Alanco”) was a licensed produce broker and dealer as defined by PACA. Alanco purchased wholesale quantities of perishable agricultural commodities from companies like Plaintiff Appellee and resold them to wholesale market receivers in the New York metropolitan area. For a commission, it also arranged and negotiated contracts of sale between suppliers and receivers. Alanco ceased all operations in 1998 and has since been liquidated. At the time Alan-co ceased its operations, it owed Robinson more than $200,000 for unpaid produce purchases.

In December of 1996, Alanco and other unpaid produce sellers brought an action against Freshway Produce Corporation (“Freshway”), a terminal market receiver. This action was consolidated with an action brought by Robinson against Freshway. In February of 1999, the Freshway action was settled and Alanco received $78,000 of its $92,000 claim. This recovery was Alan-co’s sole remaining asset.

Robinson filed the present action against Alanco and Alan I. Elkin, Alanco’s president and sole shareholder, seeking recovery of Alanco’s accounts receivable for produce it had purchased from Robinson and resold to Freshway, and seeking recovery against Elkin for alleged dissipation of the PACA trust res held by Alanco for the benefit of Robinson. The District Court ordered all produce suppliers holding claims against Alanco to intervene in the action. Plaintiff-Appellees Jac Van-denburg, Inc., Bacchus Associates, Stanley Orchard Sales, Inc. and First Capital Corporation intervened. Together, appellees represent all unpaid sellers of produce to Alanco.

Robinson settled its claims against Elkin personally in May 1999. In July 1999, Robinson settled its claims against Alanco. Alanco turned over to Robinson all but $18,960.57 of the $78,000 in proceeds from the Freshway litigation. Mark Mandell, attorney for Alanco, withheld the balance and made an application to the District Court to enforce an attorney’s lien on the $18,960.57 pursuant to New York Judiciary Law § 475.2

[486]*486Mandell contends that he is entitled to the disputed sum as payment for fees he earned performing necessary services to collect Alanco’s accounts receivable, which were held in trust for the benefit of Robinson under PACA. Mandell argues that his services were in fulfillment of Alanco’s duty to the PACA trust beneficiaries and solely for their benefit, and, therefore, he is entitled to be paid out of the trust res under general principles of trust law. Robinson argues that, as the beneficiary of a PACA trust, it is entitled to the entire sum.

DISCUSSION

Under PACA, purchasers of produce on credit are required to hold the produce and its proceeds, including accounts receivable and derivatives, “in trust for the benefit of all unpaid suppliers or sellers of such commodities ... until full payment of the sums owing in connection with such transactions has been received by such unpaid suppliers [or] sellers.” 7 U.S.C. § 499e(c)(2) (1999); see also In re Komblum & Co., 81 F.3d 280, 284 (2d Cir.1996). PACA “imposes a ‘non-segregated floating trust’ on the commodities and their derivatives, and permits the commingling of trust assets without defeating the trust.... Through this trust, the sellers of the commodities maintain a right to recover against the purchasers superior to all creditors, including secured creditors.” Endico Potatoes, Inc. v. CIT Group/Factoring, Inc., 67 F.3d 1063, 1067 (2d Cir.1995). To preserve benefits under a PACA trust, the unpaid produce seller must deliver written notice to the buyer. 7 U.S.C. § 499e(c)(3). It is undisputed that Alanco gave notice as required by § 499e(3), and the withheld cash now at issue is a PACA trust asset held by Alanco for the benefit of Robinson.

The question is whether Alanco was authorized under PACA to use PACA trust assets to pay attorney’s fees that were reasonably necessary to collect its Freshway receivables. Magistrate Judge Peck held that Mandell’s § 475 lien would be enforceable only if Alanco, as a PACA trustee, was permitted to withdraw funds from the PACA trust res to pay expenses incurred in collecting trust funds. C.H. Robinson Co. v. Alanco Corp, 2000 WL 101238, at *4 (S.D.N.Y., 2000). He held that Alanco was not so authorized. Id.

Alanco’s position is that the PACA trust is governed by ordinary principles of trust law. It is blackletter trust law that a “trustee can properly incur expenses which are necessary or appropriate to carry out the purposes of the trust and are not forbidden by the terms of the trust.” Restatement of Trusts (Second) § 188 (1957). A trustee also has a duty “to take reasonable steps to realize claims which he holds in trust.” Id. at § 177. Alanco argues that, under these principles of trust law, it was duty-bound to bring the collection suit against Freshway and was authorized to expend PACA trust assets to do so.

In support of this argument, Alanco relies on cases in which courts have said that “[o]rdinary principles of trust law apply to trusts created under PACA.” Sunkist Growers, Inc. v. Fisher, 104 F.3d 280, 282 (9th Cir.1997); see also C.H. Robinson Co. v. Trust Co. Bank, 952 F.2d 1311 (11th Cir.1992). This Court has made similar statements. See Albee Tomato, Inc. v. A.B. Shalom Produce Corp., 155 F.3d 612, 615 (2d Cir.1998)(“The trust created by PACA is governed by general principles of trust law.”); In re Kornblum, 81 F.3d at 284 (“Ordinary principles of trust law apply to the trusts created under the Act.”); Endico Potatoes, 67 F.3d at 1067 (“Although not expressly stated in PACA, courts have unanimously held that the trust created by PACA is governed by general trust principles.”).

Alanco’s reliance on such general statements, however, is misplaced. General comments in cases in which there was no clash between the language of PACA and common law trust principles do not undermine the most fundamental principle of statutory interpretation that the language of the statute must govern. None of the [487]

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239 F.3d 483, 2001 WL 91956, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ch-robinson-co-v-alanco-corp-ca2-2001.