Knight Publishing Co. v. Chase Manhattan Bank, N.A.

GREENE, Judge. Plaintiff, The Knight Publishing Co., Inc. (Knight Publishing), and defendants, The Chase Manhattan Bank, N.A. (Chase Manhattan) and First Union National Bank of North Carolina (First Union), have been involved in this protracted litigation for over six years. Indeed, Knight Publishing initially filed a complaint against Chase Manhattan and First Union in July of 1992 seeking to recover for the improper handling of checks drawn on Knight Publishing’s account as part of a fraudulent invoice scheme. The facts recited below are drawn in part from our earlier opinion regarding this matter. See Knight Publishing Co. v. Chase Manhattan Bank, 125 N.C. App. 1, 479 S.E.2d 478, disc. review denied, 346 N.C. 280, 487 S.E.2d 548, motion dismissed, 347 N.C. 137, 492 S.E.2d 22 (1997). From 1980 until 1992, Oren Johnson (Johnson) headed Knight Publishing’s camera/platemaking department. Beginning in 1985, Johnson conspired with John Rawlins (Rawlins) and Lloyd Douglas Moore (Moore), the owners of Graphic Image, Inc. (Graphic Image), to defraud Knight Publishing. Specifically, Graphic Image would deliver bogus invoices to Johnson and charge Knight Publishing for supplies it never received. Johnson would forward the invoices to Knight Publishing’s accounts payable department, which would issue checks payable to “Graphic Image.” Graphic Image would receive these checks, cash them, and Johnson, Rawlins, and Moore would divide the monies. Knight Publishing maintained a checking account at both Chase Manhattan and First Union. All but two checks were drawn on Knight — 29 — Publishing’s Chase Manhattan account. AI1 of the checks, however, were deposited at First Union’s banks. From 1985 until 1987, Marilyn Mabe (Mabe), a bookkeeper for Graphic Image, deposited the improperly obtained checks into Graphic Image’s First Union account. In July of 1987, this procedure changed after Conbraco, Inc. (Conbraco) purchased 50% of Graphic Image’s stock, leaving Rawlins and Moore each with a 25% share. Rawlins and Moore were concerned their embezzlement scheme would be discovered by Conbraco employees, and therefore instructed Mabe to deposit Knight Publishing’s checks into Graphic Color Prep.’s (Graphic Prep.’s) account — Graphic Prep, being a wholly owned partnership of Rawlins and Moore. As instructed, Mabe began depositing the checks into Graphic Prep.’s account by endorsing them as follows: “FOR DEPOSIT ONLY GRAPHIC COLOR PREP. ACCT. #7048286557” From January 1988 to May 1992, Mabe deposited approximately fifty-five checks into the Graphic Prep, account with a total face amount of $1,479,003.96. In June of 1992, Knight Publishing discovered the embezzlement scheme and demanded reimbursement from Chase Manhattan and First Union. On 26 October 1994, Judge Chase B. Saunders entered an Order and Judgment finding: (1) Chase Manhattan liable for charging improperly endorsed checks against Knight Publishing’s account; (2) Chase Manhattan’s liability is limited to those checks charged after 19 June 1989 because Knight Publishing’s claim against any checks prior to that time was time barred under U.C.C. § 4-406; and (3) First Union’s summary judgment motion should be granted. Thereafter, on 9 January 1995, the trial court entered a Final Order and Judgment whereby Knight Publishing was awarded $1,202,344.84 in damages, representing the principal amount of Knight Publishing’s non-time barred losses. Knight Publishing and Chase Manhattan appealed both of those orders. On 7 January 1997, this Court ruled on the aforementioned appeals. Specifically, we affirmed the trial court’s granting of summary judgment against Chase Manhattan, reversed the trial court’s decision to grant First Union’s summary judgment motion, and reversed the trial court’s decision concerning the applicable rate of interest. Id. at 21, 479 S.E.2d at 490. — 30 — In accordance with our ruling, Judge Saunders held three hearings in September of 1997 to consider Knight Publishing’s proposed Modified Final Order and Judgment. It was during one of these hearings that Chase Manhattan and First Union first discovered Knight Publishing had settled claims (Settlement Agreement) with Graphic Images’ successor corporation, Performance Printing Inc. (Performance Printing), and Conbraco. According to the terms of the Settlement Agreement, Performance Printing and Conbraco would pay Knight Publishing $625,000.00 for the checks drawn on Knight Publishing’s account prior to 19 June 1989. Moreover, Rawlins and Moore agreed to transfer all of their Graphic Image and Performance Printing Stock to Performance Printing, and Knight Publishing agreed to dismiss all claims against Graphic Image, Graphic Prep., Rawlins, and Moore. Lastly, Knight Publishing agreed not to enforce federally imposed restitution orders against Rawlins and Moore. Upon learning of the Settlement Agreement, Chase Manhattan and First Union argued, inter alia, that they were entitled to credits on the judgment corresponding to the monies received by Knight Publishing under the Settlement Agreement. Judge Saunders scheduled a third hearing on 10 September 1997, at which time Chase Manhattan and First Union filed a motion for credit and for discovery to determine how Knight Publishing reached the Settlement Agreement and to what claims the monies received were applied. On 19 September 1997, after hearing arguments and accepting briefs, Judge Saunders entered an order denying the motion for credit and for discovery, and then set forth the Modified Final Order and Judgment awarding Knight Publishing damages without crediting Chase Manhattan and First Union for any of the monies Knight Publishing had already received with regard to this matter. Chase Manhattan and First Union appeal. The single issue presented is whether Chase Manhattan and First Union are entitled, in equity, to a credit on the Modified Final Order and Judgment. A general principle of equity is that a party is entitled to a full recovery for its damages and that any recovery in excess of that amount should be denied. See Markham v. Nationwide Mut. Fire Ins. Co., 125 N.C. App. 443, 455, 481 S.E.2d 349, 357, disc. review denied, 346 N.C. 281, 487 S.E.2d 551 (1997). Our review of the record in this case accords with that of the trial court and reveals no abuse of discretion, the standard for the review of relief sought on the basis — 31 — of equity. See 27A Am. Jur. 2d Equity, § 97 (1996). The record simply does not support that Knight Publishing, even when the credit requested is denied, is receiving payments in excess of those to which it is equitably entitled. Accordingly, the order of the trial court denying the credit request is affirmed. Furthermore, because the credit request was properly denied, it follows that “how the Settlement Agreement was negotiated” is immaterial and irrelevant and, thus, not subject to discovery. The trial court, therefore, correctly denied the request for discovery. Affirmed. Judge WALKER concurs. Judge WYNN dissents.