{ "id": 9187540, "name": "ALLISON A. WALDEN, Plaintiff v. C. RICHARD VAUGHN, EDWARD V. ZOTIAN, and T. PAUL HENDRICK, Defendants", "name_abbreviation": "Walden v. Vaughn", "decision_date": "2003-05-06", "docket_number": "No. COA02-819", "first_page": "507", "last_page": "512", "citations": [ { "type": "official", "cite": "157 N.C. App. 507" } ], "court": { "name_abbreviation": "N.C. Ct. App.", "id": 14983, "name": "North Carolina Court of Appeals" }, "jurisdiction": { "id": 5, "name_long": "North Carolina", "name": "N.C." }, "cites_to": [ { "cite": "Va. Code Ann. \u00a78", "category": "laws:leg_statute", "reporter": "Va. Code Ann.", "opinion_index": 0 }, { "cite": "42 A.L.R.4th 117", "category": "reporters:specialty", "reporter": "A.L.R. 4th", "year": 2002, "opinion_index": 0 }, { "cite": "569 S.E.2d 406", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2002, "opinion_index": 0 }, { "cite": "264 Va. 285", "category": "reporters:state", "reporter": "Va.", "case_ids": [ 4205910 ], "year": 2002, "opinion_index": 0, "case_paths": [ "/va/264/0285-01" ] }, { "cite": "48 Va. Cir. 516", "category": "reporters:state", "reporter": "Va. Cir.", "case_ids": [ 3788108 ], "year": 1999, "opinion_index": 0, "case_paths": [ "/va-cir/48/0516-01" ] }, { "cite": "46 S.E. 690", "category": "reporters:state_regional", "reporter": "S.E.", "year": 1904, "opinion_index": 0 }, { "cite": "102 Va. 568", "category": "reporters:state", "reporter": "Va.", "case_ids": [ 2024567 ], "year": 1904, "pin_cites": [ { "page": "574" } ], "opinion_index": 0, "case_paths": [ "/va/102/0568-01" ] }, { "cite": "90 S.E.2d 866", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 1956, "pin_cites": [ { "page": "870", "parenthetical": "citing Standard Sewing Mach. Co. v. Gunter, 102 Va. 568, 574, 46 S.E. 690 (1904)" } ], "opinion_index": 0 }, { "cite": "197 Va. 589", "category": "reporters:state", "reporter": "Va.", "case_ids": [ 2061410 ], "weight": 2, "year": 1956, "pin_cites": [ { "page": "592-93", "parenthetical": "citing Standard Sewing Mach. Co. v. Gunter, 102 Va. 568, 574, 46 S.E. 690 (1904)" } ], "opinion_index": 0, "case_paths": [ "/va/197/0589-01" ] }, { "cite": "Va. Code Ann. \u00a7 11-12", "category": "laws:leg_statute", "reporter": "Va. Code Ann.", "weight": 2, "year": 2003, "opinion_index": 0 }, { "cite": "316 S.E.2d 272", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1984, "pin_cites": [ { "page": "273" } ], "opinion_index": 0 }, { "cite": "311 N.C. 259", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 4683498 ], "year": 1984, "pin_cites": [ { "page": "260" } ], "opinion_index": 0, "case_paths": [ "/nc/311/0259-01" ] }, { "cite": "428 S.E.2d 190", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1993, "pin_cites": [ { "page": "193-94", "parenthetical": "citations omitted" } ], "opinion_index": 0 }, { "cite": "109 N.C. App. 425", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8525651 ], "year": 1993, "pin_cites": [ { "page": "432", "parenthetical": "citations omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/109/0425-01" ] }, { "cite": "157 S.E. 860", "category": "reporters:state_regional", "reporter": "S.E.", "year": 1931, "pin_cites": [ { "page": "863" } ], "opinion_index": 0 }, { "cite": "200 N.C. 511", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8623929 ], "year": 1931, "pin_cites": [ { "page": "516" } ], "opinion_index": 0, "case_paths": [ "/nc/200/0511-01" ] }, { "cite": "N.C. Gen. Stat. \u00a7 1-60", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "year": 2001, "opinion_index": 0 } ], "analysis": { "cardinality": 568, "char_count": 11100, "ocr_confidence": 0.765, "pagerank": { "raw": 1.011235641189178e-07, "percentile": 0.5421814167544131 }, "sha256": "d3d04ccac3633c645cf47945163fdc5d8199cd9c4ecb3cf8b0863d40f18feca3", "simhash": "1:027a5867d76fbc31", "word_count": 1797 }, "last_updated": "2023-07-14T16:54:20.581695+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Judges McGEE and HUDSON concur." ], "parties": [ "ALLISON A. WALDEN, Plaintiff v. C. RICHARD VAUGHN, EDWARD V. ZOTIAN, and T. PAUL HENDRICK, Defendants" ], "opinions": [ { "text": "STEELMAN, Judge.\nPlaintiff, Allison A. Walden, appeals a judgment denying a motion to enforce a foreign judgment. We affirm.\nOn 20 May 1999, plaintiff obtained a judgment against defendants, C. Richard Vaughn, T. Paul Hendrick, Edward V. Zotian and Hampton Nissan Limited Partnership, jointly and severally, in the Circuit Court of Hampton, Virginia. This judgment was for the following amounts: $115,873.00 on a claim for breach of a non-compete agreement, $115,873.00 for breach of a consulting agreement, $20,000.00 in attorney fees, together with interest at 9% per annum.\nIn August 1999, defendant Hendrick contacted plaintiff\u2019s Virginia trial attorney, George Rogers, regarding paying his portion of the judgment. Rogers told him to contact Robert Quadros, a Virginia attorney specializing in collections who was representing plaintiff with respect to the collection of the judgment.\nOn 7 September 1999, Quadros sent identical letters to each of the three defendants. The letter acknowledged that a payoff on the judgment had been requested. The letter demanded payment of the principal amount of the judgment (\u201c$115,873.00\u201d) together with interest and attorney fees, for a total of $146,301.37. The letter also contained the following language:\nIf you wish to negotiate anything with us then please forward us your suggestion along with your certified check for the amount of the offer. Any further discussion, correspondence or verbiage of any kind that are not accompanied by certified funds will be ignored.\nThe more trouble and the more time you waste, the less likely we are to accept anything but full payment.\nI will wait ten days for your offer and at that point will order North Carolina counsel to proceed with all speed.\nQuadros contends that he inadvertently omitted from the demand letter the principal and interest due under the second part of the judgment, which would have been an additional $126,301.37.\nBy letter dated 13 September 1999, defendants tendered to Quadros an offer and three certified checks totaling $146,301.36. The letter and its contents were received by Quadros on 14 September 1999. Quadros received a letter from Rogers on. 15 September 1999 informing him of the mistake in the amount demanded from defendants. Quadros\u2019s bookkeeper also informed him of the mistake. Nonetheless, Quadros deposited the three checks in his trust account on 15 September 1999. Defendants\u2019 letter dated 13 September 1999 which accompanied the three checks stated that the funds were tendered \u201cin full satisfaction of the above-referenced judgment.\u201d Each of the checks were marked \u201cSatisfaction in full of Judgment 97-36430 Circuit Court, Hampton, VA.\u201d On 19 November 1999, Quadros sent defendant Hendrick a letter attempting to return the money to defendants. Defendants, however, never accepted the return of the money.\nOn 3 August 2000, plaintiff filed the judgment of the Circuit Court of Hampton, Virginia, in the Superior Court of Forsyth County pursuant to N.C. Gen. Stat. \u00a7\u00a7 1C-1703 and 1C-1704 seeking to enforce the judgment against defendants. On 8 September 2000, defendants filed a notice of defense under N.C. Gen. Stat. \u00a7 1C-1705. The trial court, sitting without a jury, entered a judgment denying plaintiff\u2019s motion to enforce the Virginia judgment. Plaintiff appeals.\nI.\nIn the first assignment of error, plaintiff argues the trial court erred in considering defendants\u2019 accord and satisfaction defense to enforcement of the judgment. We disagree.\nThe \u201cUniform Enforcement of Foreign Judgments Act\u201d (Act) provides that a judgment from another state, filed in accordance with the procedures set out in the Act, has the same effect and is subject to the same defenses as a judgment issued by a North Carolina court and shall be enforced or satisfied in a like manner. N.C. Gen. Stat. \u00a7 lC-1703(c) (2001).\nIn North Carolina, accord and satisfaction is a valid defense against a claim to enforce a judgment. N.C. Gen. Stat. \u00a7 1-60 (2001). See also N.C.R. Civ. P. 60(b)(5). We therefore hold that the trial court did not err in considering defendants\u2019 defense of accord and satisfaction. This assignment of error has no merit.\nII.\nIn the second assignment of error, plaintiff argues the trial court erred in applying Virginia law rather than North Carolina law in analyzing the accord and satisfaction defense. We disagree.\nUnder contract law, \u201cthe interpretation of a contract is governed by the law of the place where the contract was made.\u201d Bundy v. Commercial Credit Co., 200 N.C. 511, 516, 157 S.E. 860, 863 (1931). A contract is made \u201cin the place where the last act necessary to make it binding occurred.\u201d Century Data Sys., Inc. v. McDonald, 109 N.C. App. 425, 432, 428 S.E.2d 190, 193-94 (1993) (citations omitted).\nThe trial court found that the 7 September 1999 letter from Quadros to defendants was a demand letter and not an offer. Defendants\u2019 letter dated 13 September 1999 was an offer to settle the matter, which strictly complied with the parameters set forth in the 7 September 1999 letter. This offer was accepted by the cashing and retention of the checks enclosed in the letter. The last act necessary to make the contract binding was the acceptance and deposit of the checks into Quadros\u2019s trust account, which occurred in Virginia. We therefore hold that the trial court did not err in applying the law of Virginia. This assignment of error has no merit.\nIII.\nIn the third and final assignment of error, plaintiff argues the trial court erred in finding that the parties had entered into an accord and satisfaction. We disagree.\nWhere the trial is conducted by the judge sitting without a jury, as occurred in this case, the trial court\u2019s findings of fact have the force and effect of a jury verdict and are conclusive on appeal if there is competent evidence to support them, even though the evidence could be viewed as supporting a different finding. See Curl v. Key, 311 N.C. 259, 260, 316 S.E.2d 272, 273 (1984).\nSection 11-12 of the Virginia Code, titled \u201cPart performance extinguishing obligation,\u201d reads as follows: \u201cPart performance of an obligation, promise or undertaking, either before or after a breach thereof, when expressly accepted by the creditor in satisfaction and rendered in pursuance of an agreement for that purpose, though without any new consideration, shall extinguish such obligation, promise, or undertaking.\u201d Va. Code Ann. \u00a7 11-12 (2003). This statute expressly allows the extinguishment of an obligation by the partial performance of the debtor, accepted as such by tbe creditor. Id.\nIn Kasco Mills, Inc. v. Ferebee, 197 Va. 589, 592-93, 90 S.E.2d 866, 870 (1956) (citing Standard Sewing Mach. Co. v. Gunter, 102 Va. 568, 574, 46 S.E. 690 (1904)), the Virginia Supreme Court held that:\nAn accord and satisfaction is founded on contract, and the essentials of a valid contract must be present. Under Code \u00a7 11-12 the burden was on the debtors to show that the payment of less than was due was \u201cexpressly accepted by the creditor in satisfaction, and rendered in pursuance of an agreement for that purpose[.\u201d]\nThe essential elements of a contract are an offer, acceptance and consideration. Bruton & Co. v. Toth, 48 Va. Cir. 516 (1999).\nThe evidence before the trial court showed that: (1) Quadros had the authority to act on plaintiffs behalf; (2) Quadros sent a letter to defendants soliciting an offer to settle the matter; (3) Quadros\u2019s letter set forth specific parameters that any offer of defendants had to meet; (4) Quadros\u2019s letter stated that the more time defendants wasted in making an offer, the less likely plaintiff would accept anything but full payment; (5) Quadros\u2019s letter openly solicited an offer less than the full amount due; (6) defendants submitted an offer that was less than the full amount of the judgment and which complied with the requirements of Quadros\u2019s demand letter; (7) defendants\u2019 offer was clearly and unequivocally submitted in full satisfaction of the judgment; (8) defendants\u2019 offer was accepted by Quadros on behalf of plaintiff by depositing the three checks into his trust account; and (9) no attempt was made by Quadros to rescind the agreement until some two months later.\nUnder these circumstances, we hold that the parties\u2019 actions constituted a binding offer and acceptance under Virginia law. See Gelles & Sons Gen. Contr., Inc. v. Jeffrey Stack, Inc., 264 Va. 285, 569 S.E.2d 406 (2002); Kasco Mills, Inc. v. Ferebee, 197 Va. 589, 90 S.E.2d 866 (1956). The instant case is distinguishable from cases cited by plaintiff where the creditor informed the debtor that it expected more money before cashing or depositing a check. See generally, 42 A.L.R.4th 117 (2002).\nSection 8.3A-311 of the Virginia Code, titled \u201cAccord and satisfaction by use of instrument,\u201d provides that there is no accord and satisfaction if the claimant \u201cproves that within ninety days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted.\u201d Va. Code Ann. \u00a78.3A-311(c)(2) (2003). However, this statute only applies to situations where there is an unliquidated or disputed amount. In their briefs, both plaintiff and defendants concede that the amount due under the judgment was not in dispute. Consequently, section 8.3A-311 does not apply to this c\u00e1se.\nThe findings of fact of the trial court were supported by competent evidence which, in turn, supported the conclusions of law. This assignment of error is without merit.\nAFFIRMED.\nJudges McGEE and HUDSON concur.", "type": "majority", "author": "STEELMAN, Judge." } ], "attorneys": [ "Brooks Pierce McLendon Humphrey & Leonard, LLP, by Derek J. Allen and Andrew J. Haile, for plaintiff-appellant.", "Robinson & Lawing, LLP, by Norwood Robinson and James R. Theuer, for defendants-appellees." ], "corrections": "", "head_matter": "ALLISON A. WALDEN, Plaintiff v. C. RICHARD VAUGHN, EDWARD V. ZOTIAN, and T. PAUL HENDRICK, Defendants\nNo. COA02-819\n(Filed 6 May 2003)\n1. Accord and Satisfaction\u2014 enforcement of judgment\u2014 defense proper\nThe trial court did not err by considering an accord and satisfaction defense to enforcement of a foreign judgment.\n2. Courts\u2014 disputed settlement \u2014 checks deposited in Virginia \u2014 Virginia law controlling\nVirginia law was properly applied to a disputed settlement in a civil lawsuit where the checks were accepted and deposited in Virginia. The interpretation of a contract is governed by the law of the place where the contract was made, a contract is made where the last act necessary to make it binding occurred, and the acceptance and deposit of the checks was the last act necessary to form this contract.\n3. Accord and Satisfaction\u2014 disputed settlement \u2014 Virginia law\nThere was an accord and satisfaction of a judgment under Virginia law, and the North Carolina trial court did not err by denying a motion to enforce that judgment, where the parties\u2019 actions in negotiating a settlement constituted a binding offer and acceptance under Virginia law.\nAppeal by plaintiff from judgment entered 12 February 2002 by Judge Richard L. Doughton in Forsyth County Superior Court. Heard in the Court of Appeals 20 February 2003.\nBrooks Pierce McLendon Humphrey & Leonard, LLP, by Derek J. Allen and Andrew J. Haile, for plaintiff-appellant.\nRobinson & Lawing, LLP, by Norwood Robinson and James R. Theuer, for defendants-appellees." }, "file_name": "0507-01", "first_page_order": 539, "last_page_order": 544 }