Mountain States Commercial Collections, Inc. v. 99¢ Liquidators, Inc.

Judge BRIGGS

concurring in part and dissenting in part.

I concur in the majority’s holding, with one exception. I would construe § 13-21-109, C.R.S. (1995 Cum.Supp.) not to impose liability for treble damages on an individual who, without culpability, signs a corporate check returned for insufficient funds. I therefore respectfully dissent as to Part IV of the majority opinion.

It is presumed that the General Assembly intends a just and reasonable result when it enacts a statute, and a construction that leads to an absurd result will not be followed. McClellan v. Meyer, 900 P.2d 24 (Colo.1995). Hence, although statutory language should ordinarily be given effect according to its plain and obvious meaning, when a literal interpretation creates an absurd result, the intention of the General Assembly will prevail over the literal interpretation. See People v. Bowman, 812 P.2d 725 (Colo.App.1991).

Section 13-21-109 in its present form does not require that the check have been drawn on insufficient funds willfully, knowingly, or with intent to defraud. Hence, under a literal interpretation of § 13-21-109, a representative signing a corporate cheek could be held personally liable for treble damages even though others over whom the maker had no control depleted the corporate account after the maker had signed the check. I would not presume the General Assembly intended such an inequitable result.

A literal interpretation is further undercut by the fact that the General Assembly has enacted another statute, effective January 1, 1995, dealing with insufficient checks, § 4-3-402(c), C.R.S. (1995 Cum.Supp.) of the Uniform Commercial Code (UCC). It provides as follows:

If a representative signs the name of the representative as drawer of a check without indication of the representative status and the check is payable from an account *939of the represented person who is identified on the check, the signer is not hable on the check if the signature is an authorized signature of the represented person, (emphasis added)

This provision replaces § 4-3-403(2)(b), C.R.S. (1992 Repl.Vol. 2). The Official Comment to the new provision states that the provision is meant to “overrule” cases decided under former Article 3 such as Griffin v. Ellinger, 538 S.W.2d 97 (Tex.1976). In that case the Texas Supreme Court had applied the former UCC provision to conclude that a corporate officer signing a cheek on a corporate account without designating the capacity in which he or she signs is personally liable on the check.

Accordingly, to the extent that the intent of the General Assembly in a different legislative session can be considered relevant in construing an earlier enacted statute, see Montezuma Well Service, Inc. v. Industrial Claim Appeals Office, 928 P.2d 796 (Colo.App.1996), it would appear that the General Assembly has never intended for a corporate representative to be personally liable for the amount, much less treble the amount, of a check that clearly indicates it is drawn on a corporation’s account. Cf. Valley National Bank v. Cook, 136 Ariz. 232, 665 P.2d 576 (App.1983); Pollin v. Mindy Manufacturing Co., 211 Pa.Super. 87, 236 A.2d 542 (1967).

In Masinton v. Dean, 659 P.2d 50 (Colo.App.1982), a division of this court applied agency principles and concluded that an individual signing a check on behalf of a corporation and drawn on a corporate account was not personally liable on the check. Though it did not specifically refer to the UCC or § 4-3 — 403(2)(b), the court determined that the addition of “Inc.” to the name of the business was sufficient, at least when the parties had not dealt with each other to the contrary, to establish the status of the corporate account and the agency of the individual maker.

Here, the check clearly indicated it was drawn on a corporate account. The evidence showed no business expectation other than that the debtor corporation was solely responsible. No evidence was presented establishing any other basis, such as piercing the corporate veil, for holding the corporate officer personally liable on the check. At least in these circumstances, I would not impose liability on the basis of § 13-21-109 and therefore would reverse the judgment against the corporate officer.