Triffin v. Dillabough

CASTILLE, Justice,

dissents.

The majority concludes that appellee Robert J. Triffin (“appellee”) is entitled to recover the value of the money orders at issue because the money orders were negotiable instruments and because appellee was a holder in due course of those negotiable instruments. However, since the money orders at issue contained express conditional language which precluded negotiability under the relevant statute, I must respectfully dissent from the majority’s conclusion.

The requirements for negotiability are set forth at 13 Pa. C.S. § 3104, which provides:1

(a) Requisites to negotiability. — Any writing to be a negotiable instrument within this division must:
(1) be signed by the maker or drawer;
(2) contain an unconditional promise or order to pay a sum certain in money and no other promise, order, obligation, or power given by the maker or drawer except as authorized by this division;
(3) be payable on demand or at a definite time; and
*566(4) be payable to order or to bearer.

13 Pa.C.S. § 3104 (emphasis added).

At issue here is the second of the four statutory prerequisites to negotiability, the requirement of an “unconditional” promise or order. Regarding this prerequisite, section 3105 provides:2

(a) Unconditional promise or order. — A promise or order otherwise unconditional is not made conditional by the fact that the instrument:
(1) is subject to implied or constructive conditions;
The comment to section 3105 states:
1---- Nothing in [paragraph (a) subsection (1) ] is intended to imply that language may not be fairly construed to mean what it says, but implications, whether of law or fact, are not to be considered in determining negotiability.

Thus, the statute clearly distinguishes between language which creates an implied condition and language which creates an express condition. The latter renders a promise or order non-negotiable while the former does not. This conclusion derives further support from the revised § 3106(a), which provides that"... a promise or order is unconditional unless it states (1) an express condition to payment ... ”.3

Here, the operative language in the money orders at issue clearly created an “express” condition and thereby rendered the money orders non-negotiable. The language at issue states:

*567 IMPORTANT

DO NOT CASH FOR STRANGERS

THIS MONEY ORDER WILL NOT BE PAID IF IT HAS BEEN ALTERED OR STOLEN OR IF AN ENDORSEMENT IS MISSING OR FORGED. BE SURE YOU HAVE EFFECTIVE RECOURSE AGAINST YOUR CUSTOMER.

PAYEE’S ENDORSEMENT

This language explicitly conditions payments on the money orders’ not being altered or stolen and the endorsements’ not being missing or forged. The use of the word “if’ renders the condition an express one, since “if’ by definition means “on condition that; in case that; supposing that.” Webster’s New World Diet., 2d College ed. (emphasis added).

Furthermore, the official comment to revised section 3106 explains what the code intends by drawing the distinction between implied and express conditions:

If the promise or order states an express condition to payment, the promise or order is not an instrument. For example, a promise states, “I promise to pay $100,000 to the order of John Doe if he conveys title to Blackacre to me.” The promise is not an instrument because there is an express condition to payment. However, suppose a promise states, “In consideration of John Doe’s promise to convey title of Blackacre I promise to pay $100,000 to the order of John Doe.” That promise can be an instrument if [section 3104] is otherwise satisfied.

13 Pa.C.S. § 3106 (1992 amended version)(emphasis added). Accordingly, the use of the word “if’ creates an express condition which otherwise might be lacking, and thereby precludes a money order from being a negotiable instrument under the statute. The language at issue in this case created the same type of express condition which is embodied in the *568Comment; consequently, the language precludes the money orders from being negotiable instruments.4

The reasons proffered by the majority to justify its departure from this seemingly inescapable statutory logic are strained. First, the majority cites a case, decided by the Louisiana Court of Appeal in 1974, in which a condition incorporating the word “if’ was construed not to bar negotiability.5 In that case, the Louisiana Court did not evaluate the significance of the word “if’ or the significance of the condition which that word introduced. Moreover, in 1974, Louisiana had not yet adopted Article III of the Uniform Commercial Code (“UCC”). Hence, it appears that the Louisiana decision was decided against the backdrop of the Code of Napoleon. See 9 to 5 Fashions, Inc. v. Petr L. Spumey, 538 So.2d 228, 233 (La.l989)(discussing roots of Louisiana’s civil code in the Napoleonic code). Pennsylvania, on' the other hand, has adopted Article III of the UCC, which speaks directly to the issue presented in this case, as explained supra. A decision by an intermediate Louisiana appellate court interpreting French legal principles should not override the explicit statutory guidance furnished by the Pennsylvania legislature on an issue of Pennsylvania law.

The majority also seizes on Comment 4 to 13 Pa.C.S. § 3104, which states that “any writing which meets the requirements of subsection [ (a) ] and is not excluded under Section [3103] is a negotiable instrument, and all sections of this [Division] apply to it, even though it may contain additional language beyond that contemplated by this sec*569tion” (emphasis added by majority). Since, as explained supra, the money orders contained language which precluded them from satisfying subsection (a), the quoted language from Comment 4 does not further the majority’s argument.

Finally, the majority attempts to support its conclusion by referring to the principle that “purported conditions on an otherwise negotiable instrument, that merely reflect other provisions of the law, do not vitiate negotiability.” Op. at 609 (citations omitted). The majority contends that the language at issue amounts merely to a restatement of appellant’s statutory defenses against payment where there has been alteration (13 Pa.C.S. § 3407), theft (§ 3306(4)), absence of signature (§ 3401) and forgery (§ 3404). The majority overlooks the fact that all of these statutory defenses are, by their own terms, ineffective against holders in due course. On the other hand, the language at issue here - which categorically states that the money order will not be paid if it was stolen — is operative even against holders who have taken in due course. As noted in the Comment to section 3105(a)(1), conditional language may be fairly construed to mean what it says. By its plain terms, the language at issue here sweeps beyond the scope of appellant’s statutory defenses, and therefore does more than simply “reflect other provisions of the law.”

In sum, the statute at issue in this case is devoid of ambiguity, and the application of that statute to these facts compels a conclusion contrary to that reached by the majority. Consequently, I respectfully dissent.

CAPPY, J., joins this dissenting opinion.

. In 1992, subsequent to the transactions at issue in this case, section 3104 was clarified by amendment.

. In 1992, subsequent to the transactions at issue in this case, section 3105 was clarified and replaced by 13 Pa.C.S. § 3106.

. Although section 3106 was not revised until 1992, it is axiomatic that where new legislation is merely declaratory of existing law or clarifies existing law, it may be given retroactive effect. Banic v. WCAB, 550 Pa. 276, 705 A.2d 432, 437 (1997); Simmonds v. State Employees’ Retirement System, 548 Pa. 219, 226, 696 A.2d 801, 804 (1997); Sutherland, Statutes and Statutory Construction § 22.34 (5th ed.1993). The official comment to the revised section points out that the section is not changing the law. Therefore, the revised section may be given retroactive effect insofar as it provides further evidence that express conditions to payment serve as a bar to negotiability.

. Additionally, I note that if there was any doubt about this conclusion, the doubt would be resolved against negotiability. See United States v. Gonzalez, 797 F.2d 1109, 1113 (1st Cir.l986)("when a writing is ambiguous with respect to negotiability, the conclusion to be reached is that it is not negotiable”)(emphasis added)(other citations omitted).

. Specifically, the condition provided: "CASH ONLY IF RECOURSE FROM ENDORSER IS AVAILABLE. IF THE MONEY ORDER HAS NOT BEEN VALIDLY ISSUED OR HAS BEEN FRAUDULENTLY NEGOTIATED, IT WILL BE RETURNED. KNOW YOUR ENDORSER (sic) CASH ONLY IF RECOURSE IS AVAILABLE.” Hong Kong Importers, Inc., v. American Express Co., 301 So.2d 707, 708 (La.App. 1974).