OPINION
Appellant J.R. Simplot Company (“Sim-plot”) appeals the district court’s denial of its interest and attorneys’ fees claims against Sound Commodities (“Sound”). We consider whether the Perishable Agricultural Commodities Act (“PACA”), 7 U.S.C. § 499e(c)(2), as amended (2000 & Supp.2002), supports a contractual right to attorneys’ fees and interest as part of a PACA trust claim.
I
This is a PACA action for proceeds from the sale of agricultural products held in trust by Sound.
Because the assets of the statutory PACA trust were insufficient to cover all PACA claimants, the court-appointed receiver recommended a pro rata distribution of the funds to all PACA claimants. Additionally, the receiver objected to the portion of Simplot’s claim for attorneys’ fees and prejudgment interest and noted that it would be inequitable to grant Sim-plot attorneys’ fees and interest and thereby reduce the awards of other PACA claimants. The district court agreed, concluded that it had broad authority to grant or deny attorneys’ fees and interest to a PACA claimant under 7 U.S.C. § 499e(c)(2), and denied Simplot’s claim for attorneys’ fees and interest. Simplot appeals.
II
We address whether, if valid,
We begin by looking at the plain meaning of the statute. Alaska Dep’t of Envtl. Conservation v. U.S. E.P.A.,
Congress wrote the statute broadly to include not only the value of commodities sold but also expenses in connection with the sale of perishable agricultural commodities when it drafted the statute. It did not limit the claim to perishable agricultural commodities alone. As with many other commercial sellers, those who sell perishable agricultural commodities may include contractual provisions for attorneys’ fees and interest to account for losses that arise from delay in payment under a contractual credit arrangement. The ability to recover such losses may affect a supplier’s competitive pricing. Where a PACA trust may not have sufficient funds to compensate all PACA claimants fully for their claims, the plain language of the statute does not exclude recovery of contractual rights to attorneys’ fees and interest that are due in connection with the transaction that is the subject of their PACA trust claim. A fair reading of the statute brings contractually due attorneys’ fees and interest within the scope of the statute’s protection of “full payment owing in connection with the [perishable agricultural commodities] transaction.” 7 U.S.C. § 499e(c)(2).
We next consider the legislative history of the statute. There is a strong presumption that the plain language of the statute expresses congressional intent, “rebutted only in rare and exceptional circumstances, when a contrary legislative intent is clearly expressed.” Ardestani v. I.N.S.,
To assess that possibility, we must evaluate the legislative history of PACA. PACA is a federally created statutory trust intended to promote efficiency and fairness in the perishable agricultural commodities industry. PACA was enacted in 1930 to suppress unfair and fraudulent business practices in the marketing of fresh and frozen fruits and vegetables. Perishable Agricultural Commodities Act of 1930, Pub.L. No. 98-273, § 1, 98 Stat. 165 (1930). Unfortunately, PACA as originally drafted was unable to provide complete protection to sellers. Agricultural buyers could purchase commodities on credit and then encumber the purchased assets with “hidden security agreements.” 49 F.R. §§ 45735, 45737.
Here, it cannot be contended seriously that interpreting PACA claims to include contractual rights to attorneys’ fees and interest under the “in connection with” language of the statute is contrary to the statute’s purpose, absurd, or “demonstrably at odds with the intentions of the drafters.” There is no evidence that Congress intended to exclude contractual rights to attorneys’ fees and interest as outside the scope of a PACA claim. Rather, a congressional committee stated that PACA was intended “to increase the legal protection for unpaid sellers and suppliers of perishable agricultural commodities until full payment of sums due have been received by them.” See H.R.Rep. No. 98-543 (1983) reprinted in 1984 U.S.C.C.A.N. 405. The House Agriculture Committee Report stated that it did not contemplate that PACA would affect “the ability of the [seller] ... to set contract terms.” Id. It is unlikely that Congress, in enacting a statute to provide better insolvency remedies to perishable agricultural commodities sellers, wanted selectively to exclude legitimate portions of a covered contract from the scope of a PACA claim.
The inequities of including contractual rights to attorneys’ fees and interest in a PACA claim is minimal since a PACA claimant can include terms in its contracts with a buyer that allow for collection of expenses arising from a perishable agricultural commodities transaction. On the other hand, it is inequitable to prevent a PACA claimant from recovering the full amount of its claim, including collection expenses, when trust funds are sufficient to pay a claim- that includes contractual rights to attorneys’ fees and interest.
It appears that the district court may have been influenced by a concern expressed by the receiver that allowing Sim-plot to recover attorneys’ fees and interest, when other agricultural suppliers did not, would create a disproportionate remedy to Simplot, giving it more for its PACA claim than others received for theirs. But this misses the point that PACA protects all that is due and owing in connection with the perishable agricultural commodity transaction. If one particular supplier, here Simplot, gained a contractual right greater than that negotiated by others, then it is not unfair for such a supplier to gain the benefit of its superior foresight or industry. We express no opinion whether Simplot’s asserted contractual claim is valid, an issue not decided by the district court. But if a contractual right arose from the exchange of contractual communications and Simplot’s invoices, then Sim-plot has a right under PACA to enforce
Ill
If it were settled that the asserted contract right existed, our analysis would stop here, and it would be unnecessary to assess other issues regarding attorneys’ fees and interest that were treated by the district court. But it remains for the district court to assess in further proceedings if the invoices and related communications created a contractual right to attorneys’ fees and interest. Although Simplot primarily argued for attorneys’ fees and interest based on its asserted contractual right to these collection expenses, the district court went on to consider whether it should award attorneys’ fees and interest to Simplot or to any other PACA claimants based on its discretionary power to do so. Because these non-contractual issues will remain relevant for Appellant Simplot if no enforceable contract for attorneys’ fees and interest was created, an issue we do not reach, we address the non-contractual issues. Absent contractual right, the analysis of attorneys’ fees and prejudgment interest in the context of a PACA claim differs.
First, turning to attorneys’ fees, the district court has limited authority to grant attorneys’ fees to PACA claimants. Unlike the British legal system rule, in which the winner automatically gets attorneys’ fees, the rule in American courts, commonly known as the American Rule, looks with disdain upon awarding attorneys’ fees unless an independent basis exists for the award. See Alyeska Pipeline Serv. Co. v. Wilderness Soc’y,
Second, turning to the question whether prejudgment interest may be awarded under PACA absent contractual right, courts have uniformly agreed that a
REVERSED AND REMANDED.
Notes
. 7 U.S.C. § 499e(c)(2) provides: "Perishable agricultural commodities received by a commission merchant, dealer, or broker in all transactions ... and any receivables or proceeds from the sale of such commodities or products, shall be held by such commission merchant, dealer, or broker in trust for the benefit of all unpaid suppliers or sellers of such commodities or agents involved in the transaction, until full payment of the sums owing in connection with such transactions has been received by such unpaid suppliers, sellers or agents .... ” (emphasis added).
. Simplot included the following language within each invoice: "In the event collection action becomes necessary Buyer agrees to pay all costs of collection, including attorney's fees” and "amount past due will be subject to a finance charge of 1.5% per month (18% annual rate) until paid in full.”
. We do not decide the validity of Simplot's contractual claims since the district court has not addressed the issue.
. The district and bankruptcy courts are split on the issue of whether this language supports a PACA trust claim for contractual rights to attorneys’ fees and interest. See JC Produce Inc. v. Paragon Steakhouse Restaurants,
. “In the early 1980’s, Congress determined that the increase in non-payment and delinquent payment by produce dealers threatened the financial stability of produce growers. Congress was particularly troubled by the practice by which produce dealers granted their lenders security interests in the produce on which they had accepted delivery even though the dealers had not yet paid for these commodities.” Frio Ice, S.A. v. Sunfruit, Inc.