CopyPublished | Court of Appeals for the Eleventh Circuit
Argued: Mar 7, 2024
...to VFS was discharged when the joint check was improperly ac-
cepted by the drawee bank and payment was made solely to TDL.
After careful review, and with the benefit of oral argument, we
conclude that under Florida Statute § 673.4141(3), a drawer is dis-
charged of its payment obligation when a jointly issued check is
accepted by a drawee bank....
...cation of statutory provisions. Catalyst Pharms., Inc. v. Becerra, 14
F.4th 1299, 1306 (11th Cir. 2021).
III. ANALYSIS
On appeal, Markel American contends, among other things,
that Florida Statute § 673.4141(3) relieves it from liability....
...VFS
counters that Markel American waived this argument because it
never cited to that specific statutory provision in the district court.
Our analysis thus proceeds in two parts. First, we address
whether Markel American waived its § 673.4141(3) argument by
failing to raise it below....
...American’s arguments below was that VFS’s “exclusive remedy is
against the bank that cashed the checks” and that “only the drawee
bank is liable.” Thus, we conclude that Markel American did not
waive or forfeit its § 673.4141(3) argument.
B....
...the judicial interpretation of the other state as persuasive authority
in interpreting the Florida statute.’” Id. at 380 (quoting Dunn v.
Doskocz,
590 So. 2d 521, 523 (Fla. 3d Dist. Ct. App. 1991)).
2. Sections
673.4141 and
673.1101 of Florida’s UCC
Having earlier determined that Markel American did not
waive its §
673.4141 argument, we must reconcile two provisions
of Florida’s UCC. Section
673.4141(3) states that “[i]f a draft is
4 One Florida appellate court has suggested that the Florida Legislature
adopted “the UCC and the comments thereto[.]” Nat’l Bank of Sarasota v....
...co-payee, who then unilaterally cashes the check, discharge the ob-
ligor’s performance in the amount of the check?” Id. at 392. Look-
ing to Illinois’s version of the UCC and relying on a statute identical
to Florida Statute § 673.4141(3), the Seventh Circuit concluded that
the defendant’s performance obligation was discharged when the
checks endorsed by the third party were accepted by the
USCA11 Case: 22-13338 Document: 56-1 Date Filed: 1...
...sion between the two provisions that the parties urge us to apply.
Section
673.1101(4) states that joint payees must act together, such
that discharge of the obligation can only occur “by all of them.” In
contrast, §
673.4141(3) states that the drawer’s obligation is dis-
charged upon acceptance by a bank. At first blush, it appears diffi-
cult to reconcile these two statutory mandates.
Ultimately, we agree with the Seventh Circuit’s analysis in
Thirteen Investment Company and conclude that §
673.4141(3) con-
trols the outcome here....
...statutory equivalent to §
673.1101(4). 433 S.W.3d at 541. In other
words, as relevant here, §
673.1101(4) tells the drawee-bank who it
should recognize as the “holder” of the draft being presented to it.
On the other hand, §
673.4141(3) explicitly states that when
“a draft is accepted by a bank, the drawer is discharged, regardless of
when or by whom acceptance was obtained.” (Emphasis added)....
...Date Filed: 10/30/2024 Page: 16 of 18
16 Opinion of the Court 22-13338
“which provided that the drawer is discharged only if the holder ob-
tains acceptance.” §
673.4141 cmt.3. (emphasis added). Therefore,
under Florida’s version of the UCC, it is immaterial whether TDL
was or was not a “holder” under §
673.1101(4), because under §
673.4141(3), a bank’s acceptance 6 of the draft discharges the
drawer’s obligation either way. In other words, §
673.4141(3) insu-
lates the drawer of a properly-issued draft from the risk that a bank
will fail to recognize the proper holder identified by §
673.1101(4).
As in Thirteen Investment Company, the drawee-bank here d...
...losses under its insurance policy. Under §
673.1101(4), TDL was
not the holder of the draft, and the bank’s acceptance of the draft
upon presentation by TDL appears to be contrary to that statute’s
instruction. But under §
673.4141(3), the bank’s acceptance of the
draft discharged Markel American’s performance obligation on the
claim.7 In effect, VFS seeks to impose upon an insurer a duty of
performance that exceeds the insurer’s obligations under the insur-
ance contract....
...they are received by the proper person as named in the contract
does not give rise to a cause of action against the insurer by a ben-
eficiary who was properly entitled to the proceeds.”).
Therefore, and in light of §
673.4141(3), the proper remedy
here is a conversion claim against the drawee bank. This also rec-
onciles any apparent tension between the two Florida UCC provi-
sions. While Markel American’s obligation has been discharged
under §
673.4141(3), the underlying obligation on the checks them-
selves has not been discharged under §
673.1101(4), but rather sus-
pended under §
673.3101, and it may still be enforced against the
bank.
IV. CONCLUSION
For these reasons, we conclude that, under Florida Statute
§
673.4141(3), a drawer is discharged of its payment obligation
when a jointly issued check is accepted by a drawee bank....
