Cahaba Seafood, Inc. v. Central Bank of the South

• Decision Date: 07 September 1990
• Citation: 567 So.2d 1304
• Parties: CAHABA SEAFOOD, INC., et al. v. CENTRAL BANK OF THE SOUTH, et al. 89-634.
• Court: Alabama Supreme Court

Page 1304

567 So.2d 1304

CAHABA SEAFOOD, INC., et al. v. CENTRAL BANK OF THE SOUTH, et al.

89-634.

Supreme Court of Alabama.

Sept. 7, 1990.

Stephen D. Heninger of Heninger, Burge and Vargo, Birmingham, for appellants.

Michael L. Edwards, Patricia McGee Dodson, and Kelly King Kelley of Balch & Bingham, Birmingham, for appellees.

ADAMS, Justice.

This is an appeal from a summary judgment entered in favor of Central Bank of the South on claims by the appellants, Cahaba Seafood, Inc., and Tom and Frances Greenhalgh, for damages based on alleged intentional interference with business relations, fraud and misrepresentation, negligence and/or wantonness, and economic duress. The plaintiffs had also alleged breach of contract; however, that claim is still pending before the trial court. With regard to the claims pertinent to this appeal, the trial judge certified the judgment final pursuant to Rule 54(b), A.R.Civ.P. We affirm.

Tom and Frances Greenhalgh moved to Birmingham with the intention of opening a retail and wholesale seafood business. In order to finance their business venture, they formed a corporation, Cahaba Seafood, Inc., and sought a construction loan for their new building. Originally, they obtained a loan from National Bank of Commerce; however, they eventually borrowed $275,000 through Central Bank and the Small Business Administration to pay off their loan at National Bank and to meet the cost overruns of their building. Thereafter, Cahaba Seafood sought a line of credit from Central Bank in order to set up and maintain working capital for the new business. A line of credit was established with the following pertinent provisions:

"II. AMOUNT: $25,000 Line of Credit

"....

"VI. OTHER: The bank will advance up to 80 percent of accounts receivable of the business. Copies of invoices will be furnished on a weekly basis. While it is recognized that your business is operated without the benefit of contracts, we will require that the Wynfrey [Hotel] or any other purchaser that pays on weekly terms or longer make payments for those invoices directly to Central Bank."

Central Bank contends that $25,000 was the maximum line of credit offered by it and that it had agreed to lend an amount totalling up to 80 percent of the accounts receivable until the loan reached the $25,000 limit. Plaintiffs, however, contend that the agreement provided for a $25,000 credit line and that, in addition, Central Bank was to lend an amount equal to up to 80 percent of the accounts receivable. Furthermore, the plaintiffs argue that the Wynfrey Hotel should have been allowed to make 30-day payments under the "weekly terms or longer" provision of the contract instead of being forced to pay on a weekly basis as required by Central Bank.

First, the plaintiffs argue that the summary judgment should not have been entered as to their claim alleging intentional interference with business relations. We have written:

"Pursuant to our recent decision in Gross v. Lowder Realty, 494 So.2d 590 (Ala.1986), a prima facie case of intentional interference with business or contractual relations requires proof of the following elements: (1) The existence of a contract or business relation; (2) defendant's knowledge of the contract or business relation; (3) intentional interference by the defendant with the contract or business relation; and (4) damage to the plaintiff as a result of defendant's interference. However, defendant has an opportunity to prove justification as an affirmative defense to plaintiff's...