Fleet National Bank v. Liberty

LEVY, J.,

dissenting.

[¶ 12] The Court’s opinion is, in my view, contrary to the Legislature’s intent to have all provisions of Article 3-A of the Uniform Commercial Code apply to all types of negotiable instruments, including the precise class of promissory notes at issue in this case. I therefore respectfully dissent.

A. Article 3-A of the U.C.C. Applies to Negotiable Demand Notes

[¶ 13] Article 3-A of the U.C.C. was enacted in Maine in 1993, prior to the defaults asserted by Fleet Bank as the basis for this action. As its prefatory note makes clear, Article 3-A is intended to provide a uniform and national approach to negotiable instruments:

The law for payments through checks and which governs other negotiable instruments similarly should be uniform and up-to-date, either through state enactments or Federal preemption. Otherwise, checks as a viable payment system in international and national transactions will be severely hampered and the utility of other negotiable instruments impaired.

U.C.C. Art. 3-A Prefatory Note, 11 M.R.S.A. at 423 (1995) (emphasis added).

[¶ 14] The Court states that “[i]t is evident that section 3-1118(1) establishes a six-year statutory period for general, unattested negotiable instruments,” but not the attested promissory notes at issue here. It also suggests in a footnote that the framers of Article 3-A were “largely concerned with the need for uniformity in state laws given the tremendous increase in the volume of unattested personal checks crossing state lines.” This reading of the statute and its legislative history is inconsistent with the prefatory note of the National Conference of Commissioners on Uniform State Law and the American Law Institute and the actual provisions of Article 3-A.

[¶ 15] Article 3-A governs all negotiable instruments, not simply personal checks, and covers the promissory notes at issue here. See 11 M.R.S.A. §§ 3-1102, 1104(1), 1104(4) (1995) (defining the subject matter of Article 3-A and negotiable instruments). We have previously acknowledged the applicability of Article 3-A’s six-year statute *1187of limitations to negotiable promissory notes in Premier Capital, Inc. v. Doucette, 2002 ME 83, ¶7, 797 A.2d 32, 34, and Johnson v. McNeil, 2002 ME 99, ¶ 9, 800 A.2d 702, 704. The provisions of Article 3-A plainly cover the promissory notes issued by Liberty.

[¶ 16] The previously quoted excerpt from Article 3-A’s prefatory note establishes that the framers of the article were concerned with all forms of negotiable instruments, not simply personal checks. Article 3-A establishes a comprehensive code governing all facets of negotiable instruments ranging from them creation to their enforcement. See 1A SUTHERLAND STATUTORY CONSTRUCTION § 23:14, at 505-06 (6th ed.2002) [hereinafter SUTHERLAND] (“The enactment of a code contemplates a systematic and complete body of law designed to function as the sole regulatory law on the subject to which it relates.... [and such provisions] are liberally interpreted to effectuate the purpose of their enactment.”). When a comprehensive code such as Article 3-A “purports to cover the entire field of regulation[,] any prior law not included in the code is repealed ... [if it is] the intent of the legislature to create a single, complete and exclusive body of law in substitution for all previous enactments.” Id. § 28:13, at 662-63.

[¶ 17] Article 3-A’s prefatory note provides explicit support for the view that the legislature intended that the new six-year statute of limitations contained in section 3-1118(1) would supersede any preexisting, inconsistent period of limitations. Although the Legislature did not promulgate a Maine comment regarding each section of Article 3-A, section 3-1118 (codified as section 3-118 in the U.C.C.) and 14 M.R.S.A. § 751 were addressed in the prefatory note to Article 3-A:

Statute of Limitations — Sections 3-118 and 4-111 include statutory periods of limitations which will make the law uniform rather than leaving the topic to widely varying state laws.

U.C.C. Art. 3-A Prefatory Note, 11 M.R.S.A. at 425. At the time of Article 3-A’s enactment in Maine, the twenty-year limitations period established in section 751 was an existing state law that was widely variant from section 3-1118(l)’s six-year limitations period.

B. The Partial Repeal by Implication of 14 M.R.S.A. § 751 is Fully Warranted

[¶ 18] The applicable rule of statutory construction is that the Legislature will not be presumed to have intended the repeal of a statute by implication.5 That presumption is overcome “when a later enactment encompasses the entire subject *1188matter of an earlier act, or when a later statute is inconsistent with or repugnant to an earlier statute.” Heber v. Lucerne-in-Maine Vill. Corp., 2000 ME 137, ,¶ 14 n. 6, 755 A.2d 1064, 1068 (quoting Blair v. State Tax Assessor, 485 A.2d 957, 959 (Me.1984)). As applied to the negotiable promissory notes issued by Liberty, the twenty-year statute of limitations in section 751 is inconsistent with and repugnant to the six-year statute of limitations in section 3-1118(1).

[¶ 19] In addition, section 3-1118(1) should be regarded as the more specific of the two statutes as applied to negotiable instruments. Not only are the notes issued by Liberty negotiable instruments, they are negotiable instruments that are “payable at a definite time,” which is the specific type of note addressed in subsection (1) of section 3-1118. Section 751 is, in contrast, a more general statute, governing both negotiable and nonnegotiable “contracts or liabilities under seal, promissory notes signed in the presence of an attesting witness or on the bills, notes or other evidences of debt issued by a bank....” 14 M.R.S.A. § 751 (2003). Although the notes issued by Liberty are addressed by both statutes, section 3-1118(1) is the more specific of the two and the most recent in time. 1A SUTHERLAND § 22:22, at 324-26; see also Lenders Collection Corp. v. Harris, 900 P.2d 1022, 1023-24 (Okla.Ct.App.1995) (concluding that section 3-118 effected an implicit repeal of a broad contract statute of limitations as applied to promissory notes because the new section “is the more specific of the two statutes”); Blair v. State Tax Assessor, 485 A.2d 957, 959 (Me.1984) (stating that “[w]hen a later statute does not cover the earlier act in its entirety, but is inconsistent with only some of its provisions, a repeal by implication occurs to the extent of the conflict.”).

[¶ 20] Sections 3-1118(1) and 751 can be read in harmony only insofar as they apply to the classes of non-negotiable instruments listed in section 751. With regard to the negotiable instruments in this case, section 751 and section 3-1118(1) are inharmonious. “[W]here two statutes deal with the same subject matter, the more recent enactment prevails as the latest expression of legislative will.” 2B SUTHERLAND § 51.02, at 193-94 (6th ed.2000).6 As the two statutes pertain to instruments that fall within the ambit of Article 3-A of the U.C.C., section 3-1118(1) is the most recent and specific expression of the Legislature’s intent and should be treated as having partially superseded section 751. See 1A SUTHER*1189LAND § 22:22, at 826-27 (stating that the partial repeal and replacement by the more recent of two inconsistent acts is appropriate).

[¶ 21] The Legislature that enacted section 751 in 1841 could not have anticipated the complexities of interstate commerce in the 21st century and the utility for Maine and the nation of having uniform standards govern the creation, and enforcement of negotiable instruments.7 An action based on defaults in the payment of promissory notes that occurred after Article 3-A took effect in 1993 should be governed by section 3-1118(1).

. This rule of statutory construction was explained in State v. Taplin, 247 A.2d 919 (Me.1968) as follows:

[W]e must bear in mind certain well established principles of statutory construction respecting repeals by implication. Our Court has, in State v. London, spelled out many of these well recognized rules of statutory interpretation and cited the authorities in support thereof. Thus, we observe that repeals by implication are not favored. The Legislature will not be presumed to have intended a repeal. However, implied repeals do exist and must be given effect based as they are on the rationale that "the legislature cannot be supposed to have intended that there should be two distinct enactments embracing the same subject matter in force at the same time, and that the new statute, being the most recent expression of the legislative will, must be deemed a substitute for previous enactments, and the only one which is to be regarded as having the force of law.” Nevertheless, implied repeals, provided no contrary legislative intent appears, will be restricted in scope to the extent of the inconsistency or conflict.

Id. at 922 (internal citations omitted) (quoting Knight v. Aroostook River R.R. Co., 67 Me. 291, 293 (1877)).

. See Lewiston Firefighters Assoc. v. City of Lewiston, 354 A.2d 154, 159-60 (Me.1976), stating:

[Tlie] "presumption” against repeal by implication is not an inflexible bar to judicial inquiry but is, rather, a manner of stating legislative intent. Thus, the implied repeal of an earlier by a later statute is grounded in "... the reasonable inference that the legislature cannot be supposed to have intended that there should be two distinct enactments embracing the same subject matter in force at the same time, and that the new statute, being the most recent expression of the legislative will, must be deemed a substitute for previous enactments, and the only one which is to be regarded as having the force of law.”

Id. (quoting Knight, 67 Me. at 293). See also 1A SUTHERLAND § 23:9, at 457, 471-74, stating:

[Ljegislatures cannot be expected to have complete knowledge [to specify every statute to be repealed]....
... When a subsequent enactment covering a field of operation coexistent with a prior statute cannot by any reasonable construction be given effect while the prior law remains in existence because of irreconcilable conflict between the two acts, the latest legislative expression prevails, and the prior law yields to the extent of the conflict.

. Other states have applied U.C.C. Article 3-A § 3-118 to negotiable promissory notes over their preexisting statutes of limitation. E.g., Motley v. Motley, 60 F.Supp.2d 380, 384 (D.N.J.1999); Springfield Oil Servs. v. Costello, 941 F.Supp. 45, 47-48 (E.D.Pa.1996); Emerson v. Zagurski, 3 Neb.App. 658, 531 N.W.2d 237, 240-41 (1995). However, a few states have enacted special savings clauses to apply preexisting statutes that would address the issue we face at bar. E.g., Samples-Ehrlich v. Simon, 876 P.2d 108, 111 (Colo.Ct.App.1994) (applying a statute of limitations that was in effect when a note was negotiated due to a savings clause in the statute).