Merchants Bank, N.A. v. Stewart In-Fra-Red Commissary of Philadelphia Inc.

16 Pa. D. & C.4th 235, 1993 Pa. Dist. & Cnty. Dec. LEXIS 264, 25 Phila. 379, 1993 Phila. Cty. Rptr. LEXIS 11
CourtPennsylvania Court of Common Pleas, Philadelphia County
DecidedMarch 22, 1993
Docketno. 3644
StatusPublished

This text of 16 Pa. D. & C.4th 235 (Merchants Bank, N.A. v. Stewart In-Fra-Red Commissary of Philadelphia Inc.) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Philadelphia County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Merchants Bank, N.A. v. Stewart In-Fra-Red Commissary of Philadelphia Inc., 16 Pa. D. & C.4th 235, 1993 Pa. Dist. & Cnty. Dec. LEXIS 264, 25 Phila. 379, 1993 Phila. Cty. Rptr. LEXIS 11 (Pa. Super. Ct. 1993).

Opinion

SHEPPARD, JR., J.,

This opinion is submitted relative to defendant’s appeal of this court’s January 13,1993, order denying defendant’s petition for reconsideration of the July 6, 1992, denial of liquidated damages.1 For the reasons stated, the order should be affirmed.

[236]*236FACTUAL AND PROCEDURAL HISTORY

Merchant’s Bank, N.A. (plaintiff) provided financing to Colebrook Farms Inc.2 pursuant to a loan agreement executed in August 1987. The financing consisted of a $3.54 million term loan, and a $1.5 million line of credit. Under this agreement, plaintiff received a security interest in Colebrook’s inventory, equipment and accounts receivable.

In the spring of 1988, Colebrook entered into donated foods processing agreements with several states, pursuant to the Donated Foods Program of the United States Department of Agriculture. Pertinent federal regulations required that Colebrook provide surety for its fiscal performance of those contracts. United States Fidelity and Guaranty Company agreed to provide the requisite bonds, contingent upon obtaining a security interest in those Cole-brook’s accounts receivable generated from the donated foods processing agreements.

Plaintiff agreed to subordinate its lien rights in those particular accounts receivable, provided it received guarantees from Colebrook’s shareholders. Stewart In-Fra-Red Commissary of Philadelphia Inc. (defendant) was a corporate shareholder of Colebrook at this time. Accordingly, on June 23, 1989, as a result of plaintiff’s condition, plaintiff and defendant executed a suretyship agreement (guaranty)3, whereby defendant guaranteed Colebrook’s debts to plaintiff. However, that guaranty had a limit of $1.5 million.

[237]*237On November 25, 1988, plaintiff confessed judgment against defendant in the amount of 1.5 million dollars pursuant to the guaranty.4 In October 1989, Colebrook filed for protection under the United States Bankruptcy Code. Plaintiff filed a proof of claim for approximately 4.6 million dollars. Plaintiff received approximately $4.12 million from the liquidation of Colebrook’s estate. Plaintiff applied a sufficient amount of these funds to satisfy the principal due on the 1.5 million dollar line of credit. The remaining funds were applied to other outstanding loans and to interest and late charges. Even after the liquidation of Colebrook, plaintiff experienced a shortfall of $480,000. Additionally, plaintiff did not recover fully the interest or late fees related to the line of credit, or attorney’s fees to which it is, and was entitled under the guaranty.

Defendant took no legal action after the confession of judgment was entered until it petitioned this court on May 19, 1992, for liquidated damages pursuant to 42 Pa.C.S. §8104. This court denied the petition. However, this court subsequently vacated that denial, pending reconsideration, permitting the parties to proceed in accordance with Pa.R.GP. 209.5 After depositions had been taken, the defendant again petitioned for liquidated damages. This court denied the petition by order of January 13, 1993. Defendant challenges that order on appeal.

[238]*238DISCUSSION

A. Statutory Requirements

Defendant’s petition was based on 42 Pa.C.S. §8104, which provides:

“§8104. Duty of judgment creditor to enter satisfaction
“(a) General rule — A judgment creditor who has received satisfaction of any judgment in any tribunal of this Commonwealth shall, at the written request of the judgment debtor, or of anyone interested therein, and tender of the fee for entry of satisfaction, enter satisfaction in the office of the clerk of the court where such judgment is outstanding, which satisfaction shall forever discharge the judgment.
“(b) Liquidated damages — A judgment creditor who shall fail or refuse for more than 30 days after written notice in the manner prescribed by general rules to comply with a request pursuant to subsection (a) shall pay to the judgment debtor as liquidated damages 1 percent of the original amount of the judgment for each day of delinquency beyond such 30 days, but not less than $250 nor more than 50 percent of the original amount of the judgment. Such liquidated damages shall be recoverable pursuant to general rules, by supplementary proceedings in the matter in which the judgment was entered.” 42 Pa.C.S. §8104

B. Satisfaction Of The Underlying Debt

Satisfaction of the underlying debt is a condition precedent to recovery of liquidated damages. 42 Pa.C.S. §8104, [239]*239Key Sav. and Loan Assn. v. Louis John Inc., 379 Pa. Super. 226, 549 A.2d 988 (1988), appeal dismissed, per curiam, 529 Pa. 573, 605 A.2d 1223 (1992) (McDermott, J., dissenting). Here, the defendant claims that the underlying debt has been satisfied. Plaintiff claims otherwise. The issue is whether plaintiff’s act of applying the Cole-brook liquidation proceeds to the line of credit debt, thereby satisfying the $1.5 million line of credit principal, renders the judgment by confession satisfied. In this regard, we must be cognizant that the guaranty limited defendant’s liability only as amount, but not as to a particular debt obligation. In other words, does the confession of judgment enable plaintiff to hold defendant liable for the existing debts of Colebrook — other than the $1.5 million line of credit — interest on those obligations, late charges and related attorney’s fees.

Courts have interpreted the phrase “has received satisfaction,” as required by 42 Pa.C.S. §8104(a), to mean that the judgment creditor must have received full payment of the underlying debt. Busy Beaver Bldg. Ctrs. Inc. v. Tueche, 295 Pa. Super. 504, 511-12, 442 A.2d 252, 255 (1981); see also First Nat’l Consumer Discount Co. v. Fetherman, 515 Pa. 85, 94, 527 A.2d 100, 104 (1987). The underlying debt also may be satisfied as a matter of law. See First Nat’l Consumer Discount Co., supra at 96, 527 A.2d at 105.1.

Defendant’s Argument.

Defendant argues that because plaintiff applied a portion of the monies received from Colebrook’s liquidation to satisfy the line of credit principal, the judgment was sat[240]*240isfied. Defendant urges that the guaranty specifically limited defendant’s liability to the 1.5 million line of credit.6

Defendant advances two factors in support of its interpretation of the guaranty. First, James E. McCambridge, Jr., who signed the guaranty as president of defendant, believed that, based on representations of the plaintiff, the guaranty applied only to the line of credit.7 Second, in an internal proposal concerning the guaranty, plaintiff mentioned that the 1.5 million in the guaranty referred to the line of credit.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Busy Beaver Building Centers, Inc. v. Tueche
442 A.2d 252 (Superior Court of Pennsylvania, 1981)
First National Consumer Discount Co. v. Fetherman
527 A.2d 100 (Supreme Court of Pennsylvania, 1987)
Lindstrom v. Pennswood Village
612 A.2d 1048 (Superior Court of Pennsylvania, 1992)
Key Savings & Loan Ass'n v. Louis John, Inc.
605 A.2d 1223 (Supreme Court of Pennsylvania, 1992)
Key Savings & Loan Ass'n v. Louis John, Inc.
549 A.2d 988 (Supreme Court of Pennsylvania, 1988)
Daset Mining Corp. v. Industrial Fuels Corp.
473 A.2d 584 (Supreme Court of Pennsylvania, 1984)
Atkinson v. Harrison
26 A. 294 (Supreme Court of Pennsylvania, 1893)
Time Sales Finance Corp. v. F. W. Lang Co.
239 A.2d 337 (Supreme Court of Pennsylvania, 1968)

Cite This Page — Counsel Stack

Bluebook (online)
16 Pa. D. & C.4th 235, 1993 Pa. Dist. & Cnty. Dec. LEXIS 264, 25 Phila. 379, 1993 Phila. Cty. Rptr. LEXIS 11, Counsel Stack Legal Research, https://law.counselstack.com/opinion/merchants-bank-na-v-stewart-in-fra-red-commissary-of-philadelphia-inc-pactcomplphilad-1993.