George Patrick Stacey & Innovative Treasury Sys., Inc. v. Peed

• Decision Date: 04 October 2013
• Docket Number: 1120661.
• Citation: 142 So.3d 529
• Parties: George Patrick STACEY and Innovative Treasury Systems, Inc. v. Anthony Lee PEED.
• Court: Alabama Supreme Court

142 So.3d 529

George Patrick STACEY and Innovative Treasury Systems, Inc.

v.Anthony Lee PEED.

1120661.

Supreme Court of Alabama.

Oct. 4, 2013.

Mark David Pratt, Birmingham, for appellants.

Richard E. Davis of Davis & Fields, P.C., Daphne, for appellee.

STUART, Justice.

On August 8, 2010, George Patrick Stacey and Innovative Treasury Systems, Inc. (“I.T.S.”), filed a complaint in the Baldwin Circuit Court against Anthony Lee Peed.¹ Stacey and I.T.S. alleged that Peed owed them $161,365.78 plus interest based upon three claims asserted in the complaint—breach of contract, account stated, and money lent. Peed answered the complaint, denying that he was indebted to Stacey and I.T.S., claiming that Stacey and I.T.S. had failed to state a claim upon which relief could be granted, and asserting various affirmative defenses. On July 3, 2012, after multiple continuances and extensions, Peed filed a motion for a summary judgment pursuant to Rule 56, Ala. R. Civ. P., claiming that no genuine issue of material fact existed. Stacey and I.T.S. filed a response to Peed's motion. After a hearing on the motion, the circuit court entered a summary judgment in favor of Peed on October 1, 2012. Stacey and I.T.S. filed a motion to alter, amend, or vacate that judgment on October 25, 2012, which was denied by operation of law.

Stacey and I.T.S. filed a timely appeal on March 7, 2013, contending that the circuit court had erred by entering a summary judgment because, they say, the circuit court had received substantial evidence of the formation of a contract and of “open account [stated]” and because Peed had failed to present a counterargument regarding their claim for money lent. Finally, Stacey and I.T.S. claim that the circuit court erred by concluding that the money was a gift in the absence of evidence demonstrating the elements of a gift. We affirm in part, reverse in part, and remand.

Standard of Review

“In reviewing the disposition of a motion for summary judgment, we use the same standard the trial court used in determining whether the evidence before it presented a genuine issue of material fact and whether the movant was entitled to a judgment as a matter of law. Bussey v. John Deere Co., 531 So.2d 860, 862 (Ala.1988); Rule 56(c), Ala. R. Civ. P. When the movant makes a prima facie showing that no genuine issue of material fact exists, the burden then shifts to the nonmovant to present substantial evidence creating an issue of material fact. Bass v. SouthTrust Bank of Baldwin County, 538 So.2d 794 (Ala.1989). Evidence is ‘substantial’ if it is of ‘such weight and quality that fair-minded persons in the exercise of impartial judgment can reasonably infer the existence of the fact sought to be proved.’ West v. Founders Life Assurance Co. of Florida, 547 So.2d 870, 871 (Ala.1989). This Court must review the record in a light most favorable to the nonmovant and must resolve all reasonable doubts against the movant. Hanners v. Balfour Guthrie, Inc., 564 So.2d 412 (Ala.1990).”

Mantiply v. Mantiply, 951 So.2d 638, 643 (Ala.2006).

Facts

According to Stacey and I.T.S.'s pleadings, they lent Peed $161,365.78 on May 5, 2003, with the agreement that Peed would repay the loan with interest at the rate of 8%. In an affidavit in support of Stacey and I.T.S.'s response in opposition to Peed's summary-judgment motion, Stacey stated that “a promissory note was executed by [Peed] in favor of [Stacey and I.T.S.] wherein [Peed] agreed to repay [the $161,365.78] with interest at a rate of 8% per annum.” Stacey explained in his affidavit that he could not produce a copy of the promissory note, stating: “Sometime during the first quarter of 2007, [Peed] entered the office of [I.T.S.] and removed therefrom a folder that contained the original of the promissory note.” In further support of the agreement, Stacey and I.T.S. produced copies of bank documents confirming that on May 5, 2003, Peed deposited a certified check in the amount of $161,365.78 into his newly opened account, which listed Stacey as the beneficiary on his death. Stacey and I.T.S. also offered to the circuit court copies of two checks and one stock-transfer document. The checks and the stock-transfer document are included in the record; however, the stock-transfer document is largely illegible. One of those checks was Peed's August 7, 2006, check to Stacey in the amount of $13,000; the other was Peed's August 14, 2007, check to Stacey in the amount of $20,000. Each check included the handwritten word “loan” on the “memo” line of the check. Stacey and I.T.S. contend that the stock-transfer document indicates that Peed transferred to Stacey and I.T.S. $11,157.80 in proceeds from stocks on August 24, 2009, as a payment on the purported loan.

Analysis

I. Breach of Contract

“The basic elements of a contract are an offer and an acceptance, consideration, and mutual assent to the essential terms of the agreement.” Hargrove v. Tree of Life Christian Day Care Ctr., 699 So.2d 1242, 1247 (Ala.1997). Proof of an implied contract requires the same basic elements as an express contract. Steiger v. Huntsville City Bd. of Educ., 653 So.2d 975, 978 (Ala.1995)(explaining that “[n]o contract is formed without an offer, an acceptance, consideration, and mutual assent to terms essential to the contract” (citing Strength v. Alabama Dep't of Fin., 622 So.2d 1283, 1289 (Ala.1993))). As evidence indicating the existence of a loan agreement, Stacey and I.T.S. highlight the bank documents, Stacey's affidavit attesting to the promissory note and its destruction by Peed, the checks, and the stock-transfer document. Stacey and I.T.S. argue that they presented evidence of an offer and an acceptance to the circuit court by showing that they had obtained $161,365.78, that Stacey and Peed had traveled together to a bank, and that Peed had deposited those funds into a newly opened account on which Stacey was listed as the beneficiary. According to Stacey and I.T.S., the checks bearing the word “loan” from August 2006 and August 2007 and the alleged stock transfer in August 2009 amount to substantial, albeit circumstantial, evidence of a “payment arrangement” and evidence that Peed was “proceeding under the agreement.” A review of the record indicates that Stacey and I.T.S. presented substantial evidence creating a genuine issue of material fact as to whether they and Peed entered into a contract. Therefore, the circuit court erred by entering a summary judgment for Peed on Stacey and I.T.S.'s breach-of-contract claim.²

II. Account Stated

“In Ayers v. Cavalry SVP I, LLC, 876 So.2d 474 (Ala.Civ.App.2003), [the Court of Civil Appeals] discussed the nature and elements of an account-stated claim:

“ ‘ “An account stated is a post-transaction agreement. It is not founded on the original liability, but is a new agreement between parties to an original account that the statement of the account with the balance struck is correct and that the debtor will pay that amount. It is as if a promissory note had been given for the balance due.

“ ‘ “A prima facie case on an account stated is made when the plaintiff proves (1) a statement of the account between the parties is balanced and rendered to the debtor; (2) there is a meeting of the minds as to the correctness of the statement; and (3) the debtor admits liability. The debtor's admission to the correctness of the statement and to his liability thereon can be express or implied. An account rendered, and not objected to within a reasonable time becomes an account stated, and failure to object will be regarded as an admission of correctness of the account.” ’

“876 So.2d at 477 (quoting University of South Alabama v. Bracy, 466 So.2d 148, 150 (Ala.Civ.App.1985)). ‘An “account” is a general term which covers an item of indebtedness, by contract, express or implied.’ Dees v. Self Bros., 165 Ala. 225, 228, 51 So. 735, 736 (1910) (emphasis added). See also Morrisett v. Wood, 128 Ala. 505, 507, 30 So. 630, 631 (1900) (stating that an account arises ‘out of contract or some fiduciary relation’ between the parties).”

Mahoney v. Loma Alta Prop. Owners Ass'n, Inc., 4 So.3d 1130, 1134–35 (Ala.Civ.App.2008). In this case, the circuit court did not receive sufficient evidence of a “new agreement” to an original account. The circuit court did not err by entering a summary judgment for Peed on Stacey and I.T.S.'s account-stated claim.

III. Money Lent³

“An action for money lent is an action at law which lies whenever there has been a payment of money from the plaintiff to the defendant as a loan.

“An action for money lent is an action at law for the recovery of money, based on an allegation that there was money lent to the defendant. The three elements of a claim on money lent are that the money was delivered to the defendant, the money was intended as a loan, and the loan has not been repaid.”

42 C.J.S. Implied Contracts § 2 (2007). A review of Alabama law reveals that what could be stated as a money-lent claim is perhaps more accurately stated as a claim of “money due on an open account,” which contains identical factors.

“A plaintiff establishes a prima facie case in an action for money due on [an] open account by presenting evidence that money was delivered to the defendant, that it was a loan, and that it has not been repaid.' 58 C.J.S. Money Lent § 7 (1948).”

Livingston v. Tapscott, 585 So.2d 839, 841 (Ala.1991); see also Mantiply, 951 So.2d at 649.

In Livingston, the trial court received ore tenus evidence indicating that a woman gave $17,000 to a man to pay his business debts during the time the parties were involved in an adulterous relationship. 585 So.2d at 840. The woman claimed the money was a loan; the man claimed the money was a gift. Id. The trial court determined that the woman had presented evidence of a claim for money due on an open account: the money was delivered to the man, it was a loan, and it had not been repaid. 585 So.2d at 841. Applying the ore tenus...