Honeycutt v. Honeycutt

THIEME, J. In this appeal, we review two orders entered by the Circuit Court for Baltimore City, which granted two separate Motions for Summary Judgment filed by Bank of America, N.A., appellee, against Sheldon, Inc., appellant (“Sheldon”), and Nancy Honeycutt, Personal Representative of the Estate of Ron Honeycutt, appellant (“the Estate”). Appellants’ claims arose when Christine Honeycutt (“Christine Honeycutt”) withdrew approximately $13,000 from the account of Sheldon maintained with the Bank. Christine Honeycutt was a former officer of Sheldon and, at the time of the withdrawal, was an authorized signatory on Sheldon’s account. On March 13, 2000, Sheldon commenced an action against Christine Honeycutt, the former wee-president and secretary of Sheldon, in the District Court of Maryland for Baltimore City in connection with her withdrawal of funds from Sheldon’s account with the Bank (hereinafter referred to as the “District Court action”).

On May 4, 2000, Sheldon amended its original Complaint in the District Court to assert additional claims against Christine Honeycutt and to add the Bank as a defendant. In its Amended Complaint, Sheldon asserted claims for conversion, breach of contract, and negligence against the Bank for permitting the allegedly unauthorized withdrawal. ⁶⁰⁸ On June 15, 2000,- Sheldon filed a Second Amended Complaint in the District Court, adding another claim against Christine Honeycutt and, at the same time, requested a jury trial. The District Court denied Sheldon’s untimely request for a jury trial on June 29, 2000. On January 8, 2001, the Estate filed a Complaint against Christine Honeycutt and the Bank in the Circuit Court for Baltimore City and requested a jury trial (hereinafter referred to as the “Circuit Court action”).

The Estate, in its Complaint, asserted claims for conversion, breach of contract, and negligence against the Bank for permitting the allegedly unauthorized -withdrawal of funds from Sheldon’s account with the Bank. On March 9, 2001, a Third Amended Complaint was filed in the District Court action adding the Estate as a co-plaintiff. The Estate asserted the same claims against the Bank— conversion, breach of contract, and negligence — as it had previously asserted in the Circuit Court action. The Estate also requested a jury trial.

On May 22, 2001, the Bank filed a Motion for Summary Judgment in the Circuit Court action. In its Motion, the Bank argued that (i) the Estate was not the real party in interest and did not have standing to sue the Bank because the claims asserted by the Estate were for wrongs allegedly committed against Sheldon as a corporate entity and, therefore, could only be brought by Sheldon, and (ii) at the time Christine Honeycutt withdrew funds from Sheldon’s account, she was an authorized signatory on the account and, therefore, the Bank committed no legal wrong when it permitted the withdrawal. Neither of the parties requested a hearing. On June 18, 2001, the Honorable Thomas E. Noel granted the Bank’s Motion for Summary Judgment and dismissed the Estate’s claims against the Bank.

Judge Noel did not issue a memorandum opinion. Shortly after the circuit court granted the Bank’s Motion for Summary Judgment, the original Complaint in the Circuit Court action was amended to add Sheldon as a co-plaintiff. In ⁶⁰⁹ the Amended Complaint, Sheldon asserted the same claims against the Bank — conversion, breach of contract and negligence — that had previously been asserted by the Estate (on which summary judgment had been granted) and that were being asserted by Sheldon in the pending District Court action. On July 9, 2001, a hearing was held in the District Court action on the Bank’s Motion to Dismiss the Estate for improper joiner.

At that hearing, the Honorable John P. Miller stayed further proceedings in the District Court action until final disposition of the Circuit Court action. On August 1, 2001, the Bank filed another Motion for Summary Judgment in the Circuit Court action, this time as to Sheldon’s claims. In that Motion, the Bank argued that (i) the District Court for Baltimore City first acquired jurisdiction over the claims brought by Sheldon and, therefore, the claims should be heard by the District Court, and (ii) at the time Christine Honeycutt withdrew funds from Sheldon’s account, she was an authorized signatory on the account and, therefore, the Bank committed no legal wrong when it permitted the withdrawal. A hearing on the Bank’s second Motion for Summary Judgment was held on September 21, 2001, before the Honorable John Carroll Byrnes.

At the conclusion of the hearing, Judge Byrnes granted the Bank’s Motion for Summary Judgment and dismissed Sheldon’s claims against the Bank. Appellants’ claims against Christine Honeycutt in the Circuit Court action were tried without a jury on February 15, 2002. The Honorable William D. Quarles presided and rendered a verdict in favor of the Estate and against Christine Honeycutt on the breach of contract claim. The Estate and Sheldon filed a timely Notice of Appeal, on March 13, 2002, and now present two questions for our review: I. WAS THE LOWER COURT LEGALLY CORRECT IN GRANTING THE MOTION FOR SUMMARY JUDGMENT OF APPELLEE, BANK OF AMERICA, N.A.

(“APPELLEE BANK”) AGAINST APPEL ⁶¹⁰ LANT SHELDON, INC. AND APPELLANT ESTATE, ON THE BASIS THAT THERE WAS NO FACTUAL EVIDENCE TO SUPPORT THE CONTENTION THAT APPELLEE BANK HAD BREACHED ITS AGREEMENT AND/OR HAD BEEN NEGLIGENT IN THIS MATTER?

II

DID THE LOWER COURT ABUSE ITS DISCRETION BY REFUSING TO GRANT A CONTINUANCE TO EITHER APPELLANT IN ORDER TO PURSUE DISCOVERY AGAINST THE APPELLEE BANK IN THIS CASE? For the reasons that follow, we shall affirm the judgment of the circuit court. Factual Background Ron Honeycutt was the president, treasurer, and sole stockholder of Sheldon, Inc., which trades as Sheldon’s Lounge, a bar located in Baltimore City. Christine Honeycutt was, at one time, Ron Honeycutt’s wife and held the position of vice-president and secretary of Sheldon. 1 On July 1, 1984, Ron Honeycutt and Christine Honeycutt opened a business checking account with Maryland National Bank, now known as Bank of America, N.A., in the name of Sheldon’s Lounge. 2 At that time, Ron Honeycutt and Christine Honeycutt executed a signature card for the account.

The signature card read, in pertinent part: In consideration of the opening of this account and the maintenance thereof by Maryland National Bank (hereinafter “Bank”), the signer(s) (hereinafter “depositor”) by the signature(s) subscribed below agree(s) to the Rules and ⁶¹¹ Regulations of Contract provided to depositor herewith. Bank is authorized to recognize and rely upon any of the signature(s) below on checks, drafts and orders for the payment of money, the withdrawals of funds, or the transaction of any business to this account. Depositor acknowledges receipt of a copy of the Rules and Regulations governing this account. On the signature card, Ron Honeycutt and Christine Honeycutt checked off the box requiring only one signature to transact any business on the account.

Ron Honeycutt and Christine Honeycutt were the only authorized signatories on the account and remained the only authorized signatories throughout the entire time that the Bank maintained the account. Ron Honeycutt died February 10, 2000. 3 On February 15, 2000, Christine Honeycutt withdrew funds in the amount of $13,066.48 from Sheldon’s account. At the time of withdrawal, an employee of the Bank retrieved and reviewed the signature card on file with the Bank in order to verify Christine Honeycutt’s authority to direct and conduct transactions on Sheldon’s account. The Bank did not inquire as to Christine Honeycutt’s status with respect to Sheldon, nor did they inquire of anyone at Sheldon as to her status.

At the time, the Bank was unaware that Ron Honeycutt had died. The withdrawal took the form of a cashier’s check made payable to Christine Honeycutt. According to the signature card on file at the Bank at the time Christine Honeycutt withdrew the funds, she was an authorized signatory on the account and the Bank was authorized to recognize and rely upon her signature on orders for the withdrawal of funds or the transaction of any business to the account. It was Christine Honeycutt’s conten ⁶¹² tion that the bank employees told her that the “money belonged to her.” Discussion I. Summary Judgment Appellants argue that the circuit court was not legally correct in granting the Bank’s Motions for Summary Judgment. 4 We disagree.

Judge Noel granted Bank’s first Motion for Summary Judgment against the Estate on June 18, 2001. Judge Byrnes granted the Bank’s second Motion for Summary Judgment against Sheldon on September 25, 2001. For the sake of clarity, we address each of the motions for summary judgment separately. A. Summary Judgment against Sheldon.

During the September 21, 2001 hearing on appellee’s motion for summary judgment, the following colloquy occurred, in pertinent part: The Court: ... That being stated in the case that is to say they are not consolidated and one is stayed, I see no reason why this matter can[’]t be resolved one way or the ⁶¹³ other and I am, I[’]m here to be persuaded so to speak but the matter whether you use the reasonable standard or the, the signature card standard, the Bank should prevail here. I mean I struggle to see how — what the Bank is supposed to do when a person comes in and I[’]m accepting by the way for the sake of this discussion her assertions that she was told by the Bank officials that she could, that the money was hers. Two different officials or two different employees.

One of them, [sic] And the, to me its entirely reasonable and logical if someone goes to the Bank and says I[’]m a signatory on this account. May I withdrawal the money? The answer is not going to be no. The answer is going to be yes.

Now the next level of scrutiny that you would put to them is that they then begin to check her benefices and say well, are you still married, you know, are you — we heard a rumor on the street that you were divorced and your husband and yourself aren[’]t getting along and by the way, we[’]ve never seen you here before. What are you doing here? Isn[’]t there someone else who normally does the banking? Is your husband alive?

I don’t think Banks, I don’t think case law puts that burden on the Bank. [Appellant’s Counsel]: That[’]s [sic] as far as the inquiry goes but what I would suggest is that when you have a corporate account something more is required and I think something more reasonably is required. Again, this was a matter which they saw, okay, this is Christine Honeycutt. They cut a check to Christine Honeycutt. They don[’]t cut a check to Christine Honeycutt in her capacity as secretary or as treasurer but to Christine Honeycutt.

She[’]s not here, this is not a multiple party account. She is on this account as a corporate officer and the bottom line is that— The Court: What is the Bank’s answer to that specific point which is that they[’]ve breached their standard of care by giving her a check personally when she was an officer? ⁶¹⁴ [Appellee’s Counsel]: I[’]m [sic] not sure if the Bank would have looked at that check as a personal check. I[’]m not sure if— The Court: Because it was drawn on the corporate accounts. [Appellee’s Counsel]: Exactly. T[’]m not sure if they would have said, if they would had [sic] to say Christine Honeycutt as vice president of Sheldon’s Lounge.

The Court: I don’t know of any case law or even bank practice that even calls for that. I understand your logic. Do you have an expert banking person who[’]s going to say that that[’]s the standard of care? [Appellant’s Counsel]: I, I can[’]t say Your Honor that I do at this point.... The Court:....

Listen, I think rather than take up your time unnecessarily. This is a case that has to be decided on the present record and the facts of the present record do not justify holding the Bank accountable when they responded pursuant to the agreement that they had that they could withdrawal or authorize the withdrawal of money on her signature. And nothing that you[’]ve said at this hearing nor anything that I[’]ve read in the papers suggest that there[’]s a standard of care out there that[’]s going to be substantiated by an expert or anyone else to, that suggests that they have a duty that goes beyond the card and that they[’]re to conduct inquiries into the private lives and business circumstances of their customers before they will honor what they[’]ve already agreed to honor which is to pay out of our requests. And therefore the motion will have to be granted as to those four counts.

Thank you very much. Following the hearing, Judge Byrnes entered the following order: Upon consideration of the foregoing Motion and Opposition to Motion for Summary Judgment and Memorandum of ⁶¹⁵ Law in support thereof, it is, this 21 day of September, 2001, by the Circuit Court for Baltimore City; ORDERED: That Defendant Bank’s Motion for Summary Judgment be and the same is hereby Granted as to Counts 9,10,11 and 12. Sheldon argues that the Bank breached its duty of care “by failing to make an adequate inquiry as to the authority of Christine Honeycutt to conduct banking on behalf of the business.” We disagree. “A bank and its customers enjoy a debtor/creditor relationship in which the rights and liabilities of each are contractual.” Gordon, Feinblatt, Rothman, Hoffberger & Hollander v. Gerhold, 90 Md.App. 360, 376 , 600 A.2d 1194 (1992); see also Kiley v. First Nat’l Bank, 102 Md.App. 317, 326-27 , 649 A.2d 1145 (1994), cert. denied, 338 Md. 116 , 656 A.2d 772 (1995). “Implicit in the contract [between the bank and customer] is the duty of the bank to use ordinary care in disbursing the depositor’s funds.” Gillen v. Maryland Nat’l Bank, 274 Md. 96, 101 , 333 A.2d 329 (1975) (citing Commonwealth Bank v. Goodman, 128 Md. 452 , 97 A. 1005 (1916)). In Kiley, supra, we stated: A signature card may constitute a contract between a bank and its customer.

Fleming v. Bank of Va., 231 Va. 299 , 343 S.E.2d 341, 344 (Va.1986) (“The signature card constituted the contract between the parties and, subject to the statutory schemes, regulates their rights and duties.”); Fed. Deposit Ins. Corp. v. West, 244 Ga. 396 , 260 S.E.2d 89, 91 (Ga.1979) (“The signature card and the checks drawn against the account are the contract documents between the bank and the customer.”); Chickerneo v. Soc’y Nat’l Bank of Cleveland, 58 Ohio St.2d 315 , 390 N.E.2d 1183, 1185 (Ohio 1979). See 5(a) Michie on Banks & Banking, Ch. 9, § 1, at 30 (1994 Repl.Vol.) (“A ‘signature card’ is a contract which creates a savings account or checking account....”). ⁶¹⁶ Kiley, 102 Md.App. at 327 , 649 A.2d 1145 . See also University Nat’l Bank v. Wolfe, 279 Md. 512, 521 , 369 A.2d 570 (1977).

Here, Ron and Christine Honeycutt, on July 1, 1984, opened a business checking account in the name of Sheldon’s Lounge with the Bank’s predecessor. On that same day, Ron and Christine Honeycutt executed a signature card and checked off the box requiring only one signature to transact any business on the account. Similar to our decisions in Riley and Wolfe , the signature card created a contractual obligation on the part of the Bank to pay the depositor’s funds only as authorized by the signature card. The plain language of the signature card established that both Ron and Christine Honeycutt were authorized signatories able to transact business on Sheldon’s account. 5 Moreover, the signature card expressly and unambiguously provided that the Bank is authorized to recognize and rely upon either of Ron or Christine Honeycutt’s signatures on checks, drafts and orders for the payment of money, the withdrawal of funds, or the transaction of any business to Sheldon’s account.

When