86 Ohio St. 3d 116 | Ohio | 1999
Lead Opinion
The sole issue presented is whether payments made by an account debtor to an assignor of accounts receivable after receiving sufficient notice of an assignment violate the assignment, thus subjecting the account debtor to liability to the assignee for the payments made to the assignor. First Bank is contesting only the checks payable to Mascrete to be used to pay wages.
R.C. 1309.37(C) provides the procedure by which an assignee of accounts receivable may obligate an account debtor for payments made on the accounts:
“(C) The account debtor is authorized to pay the assignor until the account debtor receives notification that the amount due or to become due has been assigned and that payment is to be made to the assignee. A notification which does not reasonably identify the rights assigned is ineffective. If requested by the account debtor, the assignee must seasonably furnish reasonable proof that the assignment has been made and unless he does so the account debtor may pay the assignor.”
Pursuant to this section of the Revised Code, an assignee may exercise collection rights against an account debtor if the account debtor receives (1) an indication that the account has been assigned, (2) a specific direction that the payment is to be made to the assignee rather than the assignor, and (3) a
In this ease, the notice received by Roslovic pertaining to Mas Crete’s assignment of accounts receivable did meet the requirements set forth in R.C. 1309.37(C) and clarified in Sur. S. & L. The notice of assignment received by Roslovic stipulated that all sums due to Mascrete were to be paid by check drawn jointly to the order of First Bank and Mascrete.
R.C. 1309.37(C) indicates that an account debtor may be liable to an assignee for payments made on the account to parties other than the assignee. The last sentence of this subsection reads, “[T]he assignee must seasonably furnish reasonable proof that the assignment has been made and unless he does so the account debtor may pay the assignor.” (Emphasis added.) This language allows the account debtor to continue paying the assignor if the account debtor is not furnished with reasonable proof of the assignment. It clearly dictates that the account debtor must make all payments to the assignee once the account debtor has received reasonable notice of the assignment. It would not be necessary to stipulate the terms under.which an account debtor may continue to pay the assignor if the account debtor were not normally required to submit payments to the assignee.
Here, Roslovic made payments in the amount of $159,972.22 directly and solely to Mascrete after having received proper notice of the assignment to First Bank. Roslovic argues that it was entitled to make the payments under the terms of the contract, which allowed Roslovic to make payments on all claims for labor. However, there were no claims made against Mascrete for failure to pay for labor. Therefore, the payments made directly to Roslovic were in violation of the assignment because they were not made in accordance with the claims exception contained in the contract.
Roslovic claims that the payments made directly to Mascrete do not violate the terms of the assignment executed between First Bank and Mascrete on May 27, 1994. However, the language of R.C. 1309.37 and supporting case law clearly establish that an account debtor is liable to an assignee for payments made to an assignor after the account debtor receives sufficient notice of the assignment. Roslovic is therefore liable to First Bank for the sums paid to Mascrete, as those payments violated the terms of the assignment executed between Mascrete and First Bank.
For all of these reasons, the judgment of the court of appeals is reversed.
Judgment reversed.
Concurrence Opinion
concurring. I completely agree with the majority and write only to address some issues raised by Roslovic.
The law is clear. Roslovic, as an account debtor, should have made the payments to First Bank of Marietta once it received proper notice of the assignment. However, Roslovic argues that since the payments actually went to pay labor, it should be absolved of all liability. Further, Roslovic argues that it was merely protecting its own interests. Roslovic claims that the bank was being unreasonable and, if laborers and materialmen had not been paid, the job would have folded. But, although we are sympathetic to these arguments, none of them constitutes a legal defense to a failure to honor the assignment.
First of all, the lender might never have been willing to make this risky loan without the security and control of an assignment as provided by R.C. 1309.37(C). Therefore, Roslovic needed Mascrete to secure financing in the first place to complete the job. Otherwise, the job would simply have folded earlier.
Second, the contract, as well as R.C. 1311.15, made specific provisions for payment directly to labor and materialmen. Roslovic initially followed this procedure but then abandoned the effort. Had Roslovic continued to follow the procedure, Roslovic would have been protected. But Roslovic gambled and, for its own convenience, decided simply to pay Mascrete directly.
Third, strict construction of this statute preserves the goals of commercial stability and reliability. Lenders are willing to enter riskier deals if a good assignment is in place that creates solid incentives for an account debtor to comply with its terms. To judicially carve out an exception that permits an account debtor to ignore the assignment if it believes or trusts that the assignor will use the money as promised throws assignments into a gray area where litigation will be required to prove how the money was eventually used. This case is a good example. A full trial was necessary to establish where the payments went. Most of Mascrete’s records, however, had been destroyed. So, the only proof was Mascrete’s word. Lenders will not lend in such an uncertain climate that depends on litigation for resolution. Such an exception for actual payment to laborers, even if it is desirable, should be created by the legislature, not the courts.
The incentive for the account debtor to honor the assignment is the penalty that the account debtor will be assessed for payments made directly to an assignor. Equity and quantum meruit are not defenses to payments made in violation of the notice, nor is the difficulty of compliance or the demands of the
