[30ASR2d126]
RICHARD JOHNSON, Plaintiff
v.
ROBERT B. COULTER dba SOUTH PACIFIC ENGINE & REPAIR, SOUTH PACIFIC ENGINE
& REPAIR INC., a corporation and SAMOA NAPA INC., a corporation, Defendants
High Court of
Trial Division
CA No. 22-91
[1] Title ownership of shares of stock is prima
facie evidence of true ownership.
[2] Where no written agreement accompanies
a loan, a 6% interest rate is inferred.
[3] An offer of settlement is not a tender
of payment that would stop prejudgment interest from accruing.
Before KRUSE, Chief Justice,
TAUANU`U Chief Associate Judge, and BETHAM, Associate Judge.
Counsel: For Plaintiff, Marshall Ashley
For Defendants, Roy J.D.
Hall, Jr. and Brian M. Thompson
Opinion and Order on Damages:
INTRODUCTION
Plaintiff Richard Johnson seeks compensation for
monies advanced by him to defendants Robert B. Coulter, South Pacific Engine
and Repair, Inc., and Samoa Napa, Inc., for services provided by him as an
accountant, and for office equipment given to them. Initially, Johnson claimed that the monies
advanced and services performed were for the formation of a partnership between
himself and Coulter in the two defendant companies. In the first part of this bifurcated trial,
we rejected Johnson's partnership theory.
See Johnson v. Coulter, et al., 28
A.S.R.2d 218 (Trial Div. 1995).
Johnson now seeks to have his advances to the defendants repaid and his
services compensated. [30ASR2d126]
DISCUSSION
I. Loans
Since we have already rejected Johnson's partnership
theory, his only remaining tack is to attempt to recover the monies advanced to
the defendants as loans. The defendants
do not deny that these loans were made.
Johnson lent the defendants $5,000 in April 1989, and an additional
$65,029.41 between August 1989 and February 1990, for a total of
$70,029.41.
The defendants claim, first of all, that they have
repaid a portion of this amount.
Specifically, they claim to have made three payments against the debt in
the amounts of $7,895, $1,500, and $676, for a total of $10,071. Johnson, on the other hand, claims that these
amounts were given to him to pay his expenses for a business trip on behalf of
the defendants. We are not convinced,
and will offset all three payments, leaving an unpaid balance of
$59,958.41.
[1] The defendants next claim that
this balance was repaid by transferring Coulter's stock in Precision Machine to
Johnson. However, Coulter's shares were
transferred to Trevor Simmons, not Johnson.
The defendants claim that Simmons was holding these shares on Johnson's
behalf, but they have failed to prove this claim. The title of the shares was in Simmons'
name. This is prima facie
evidence that he was the true owner. The
defendants did not call Simmons to testify.
As we stated in our earlier Opinion and Order, business people dealing
in sophisticated business dealings should reduce their agreements to
writing. We do not accept this argument.
Johnson, on the other hand, has presented an
extensive written argument that he is entitled to restitution damages above and
beyond the amount conveyed to the defendants.
However, Johnson has not proved unjust enrichment, fraud, or any other
quasi-contract theory that allows him any recovery beyond disgorgement of the
money conveyed. See Dan B. Dobbs,
Handbook on the Law of Remedies § 12.1 (1973); Restatement of Restitution § 150
(1937) ("In an action of restitution in which the benefit received was
money, the measure of recovery for this benefit is the amount of money
received.").
[2-3] Thus, the defendants owe Johnson
$59,958.41, plus interest accruing from the date of the various loans. Where no written agreement accompanies a
loan, a 6% interest rate is inferred. See
A.S.C.A. § 28.1501; Ghiselli
Bros., Inc., v. Ryan, Inc., 22 A.S.R.2d 57, 59 (Trial Div. 1992). The defendants' assertion that interest
should only accrue until March 24, [30ASR2d128] 1993 when "Johnson refused
to accept repayment of the loan," Def.'s Closing
Arg. at 6, is baseless. First, the rule from the case they cite, Murphy
v. T. Rowe Price, 8 F.3d 1420 (9th Cir. 1993), is based upon the
interpretation and application of a
Applying the defendants' $10,071 payment to the
oldest loans, a breakdown of principal and interest still owed is as follows:
Date Loan Amount1 Interest2 Total
TOTAL $
59,958.41 $ 24,722.47 $ 84,680.88
Therefore, we enter judgment in favor of Johnson for
$84,680.88.
II. Services Rendered
Johnson worked for the defendant companies for
slightly over a year, from
He also claims that the market value of his services
was $70,000 per year. This figure is
apparently based upon his opinion of the market. Johnson did not call any witnesses to testify
as to what the normal value of an accountant doing work such as his would
be. Johnson is not a licensed accountant
and was not when he worked for the defendants.
We seriously doubt that the market value of a licensed accountant in
While Johnson worked for the defendants, he was
provided with a room and the use of a vehicle.
These had some value, but did not cover the entire value of Johnson's
services. We award Johnson an additional
$20,000 to compensate him for the entirety of services rendered for the
defendants.
III. Office Equipment
Finally, Johnson alleges that he conveyed $5,000
worth of office equipment to the defendants.
As a matter of fact, he has failed to adequately prove either the
existence of this equipment or its value.
CONCLUSION
Johnson
is entitled to the repayment of the loan principals advanced to the defendants
in the amount of $59,958.41, plus accumulated interest in the amount of
$24,722.47, a total of $84,680.88. He is
also entitled to compensation for his services in the amount of $20,000. Post-judgment interest of 6% will accumulate
on the judgment until paid.
Judgment
shall enter accordingly.
It
is so ordered.
*********
1 We have applied the defendants' repayments to the loans oldest-in-time. We have chosen to award no interest on these offsets.
4 Loan amount - repayment = $5,364.82 - $5,071 = $293.82 [30ASR2d129]