Short v. Singer Asset Finance Co.

107 F. App'x 738

Opinions

MEMORANDUM

*

Pamela L. Short seeks to invoke the anti-assignment clause of her structured settlement in order to avoid her obligations under a subsequent contract, in which she purported to assign certain settlement payments to Singer Asset Finance Co. (“Singer”). Short appeals the district court’s judgment as well as the subsequent award of attorney’s fees. For the reasons discussed below, we reverse.

As an initial matter, we find that the structured settlement’s anti-assignment clause deprived Short of not only the right to make the assignment to Singer, but also the power to do so. The parties’ intention in this regard is clearly manifested by the plain language of the structured settlement’s anti-assignment clause, which expressly curtails Short’s “power” to assign. See Liberty Life Assurance Co. of Boston v. Stone Street Capital, Inc., 93 F.Supp.2d 630, 637 (D.Md.2000); see also Bel-Ray Co. v. Chemrite (Pty) Ltd., 181 F.3d 435, 442 (3d Cir.1999) (noting that the parties’ clearly manifested intention controls). This language of the anti-assignment clause stands in contrast to other prohibitions in the structured settlement, which state that particular steps “cannot” be taken by Short, or that a party “shall not” undertake other actions. The conclusion that the parties intended to deprive Short of the power to assign is further supported by the fact that the anti-assignment provision furthers obvious and important tax advantages that can be lost through assignment. See 26 U.S.C. §§ 104(a)(1) & (2), 130; see also See CGU Life Ins. Co. of Am. v. Metro. Mortgage & Sec. Co., 131 F.Supp.2d 670, 679 (E.D.Penn.2001); Liberty Life Assurance, 93 F.Supp.2d at 638. Short’s structured settlement makes explicit reference to the relevant tax code provisions. Because we find that Short lack the power to assign her payments, her attempted assignment is null and void. Legally, no agreement existed between Short and Singer.

We find that the district court erred by resurrecting the assignment through the equitable doctrine of quasiestoppel. “Quasi-estoppel prevents a party from reaping an unconscionable advantage, or from imposing an unconscionable disadvantage upon another, by changing positions.” Garner v. Bartschi, 139 Idaho 430, 80 P.3d 1031, 1038 (Idaho 2003). “Quasi estoppel applies when it would be unconscionable to allow the party to be estopped to change positions from one they acquiesced in or from one they accepted a benefit.” C & G, Inc. v. Canyon Highway Dist. No. 4, 139 Idaho 140, 75 P.3d 194, 199 (Idaho 2003).

True, Short has changed positions with respect to the enforceability of the anti-assignment provision. In the agreement with Singer, Short explicitly waived any restrictions imposed by the anti-assignment clause of the settlement agreement; she now seeks to enforce the clause. But we find that the advantage that results from Short’s reliance on the anti-assignment clause is only “unconscionable” if it allows her to retain the $35,900 that she initially received from Singer. The district court should have found that the assignment was null and void and entered judgment accordingly. Such judgment would have required Short to return the $35,900 and avoided an unconscionable result.¹

Even if Short’s reluctance to return the $35,900 is nevertheless relevant to our inquiry, we still find that, in light of the equities, the district court erred in applying the doctrine of quasi-estoppel. First, as the obviously more sophisticated party — one that has been engaged in purchasing and litigating structured settlements across the country — Singer should have been aware of the true purpose and scope of the settlement agreement’s non-assignment clause. Instead, Singer’s boiler-plate contract language misrepresented the purpose of the clause. Depriving Singer of the benefit of its contract with Short therefore does not impose an unconscionable disadvantage on Singer.

Second, we note that there is a strong public policy against “factoring transactions” such as the one entered into between Short and Singer. See Good v. Good, 79 Idaho 119, 311 P.2d 756, 762 (Idaho 1957) (“[T]he rules of equity must be so applied as to serve the public interest and the public policy of the state.”); see also In re R & P Capital Res., Inc., 2 Misc.3d 220, 772 N.Y.S.2d 461, 462 (N.Y.Sup.Ct.2003) (“[T]hese purchases have not been looked upon favorably by courts or legislatures. In particular, courts have refused to approve factoring transactions where the annuity contract contains a non-assignment clause.”); 144 Cong. Rec. S11499-01, S11500 (1998). Both the federal government and Idaho have recently enacted strong measures to deter factoring transactions such as the one at issue in this case. 26 U.S.C. § 5891(a); Idaho Code § 28-9-109(d)(13). To invoke the rules of equity in favor of Singer would be to ignore the uniform public policy against factoring transactions, something we decline to do.²

We find that the appropriate remedy is, in effect, to rescind the contract between Short and Singer. In light of this determination, we reverse the award of attorney’s fees made pursuant to Idaho Code § 12-120(3). Because neither party has achieved the result sought, our ruling constitutes a mixed outcome. Therefore, there is no “prevailing party” and no award of attorney’s fees is appropriate. See Jeremiah v. Yanke Mach. Shop, Inc., 131 Idaho 242, 953 P.2d 992, 999 (Idaho 1998); Jones v. Whiteley, 112 Idaho 886, 736 P.2d 1340, 1343-44 (Idaho App.Ct. 1987).

We reverse and remand to the district court for further proceedings consistent with this ruling.

REVERSED. REMANDED.

This disposition is not appropriate for publication and may not be cited to or by the courts of this circuit except as provided by Ninth Circuit Rule 36-3.

1 . At argument, counsel for Short argued that Short does not have the financial means to repay the $35,900 that she initially received from Singer. That fact, even if true, would not change this outcome. A party cannot prevent the entry of the legally appropriate judgment simply on the grounds that he or she cannot pay an amount required.

2 . The district court justified applying the doctrine of quasi-estoppel in part by looking to In re Kaufman, 37 P.3d 845 (Okla.2001). While the facts of that case are similar to the instant case, Kaufman relied on a "well-settled” principle of Oklahoma law that prevents an assignor from asserting anti-assignment clauses against the assignee. No such legal principle appears to exist in Idaho. Moreover, Kaufman fails to address the elements of quasiestoppel, which require an "unconscionable advantage” or an "unconscionable disadvantage.” As noted above, were Short required to return the $35,900 consideration, she would not receive an unconscionable advantage. Therefore, we find that Kaufman does not control.