Ultramar Energy Ltd. v. Chase Manhattan Bank , 179 A.D.2d 592 ( 1992 )

The plaintiff, Ultramar Energy Limited, contends that the Supreme Court erred in dismissing its second and third causes of action on the basis of documentary evidence presented by Chase (see, CPLR 3211 [a] [1]). As to the second cause of action, it is alleged that Chase, with knowledge of its debtor’s poor financial condition, nonetheless enforced its security agreement against the debtor by receiving and retaining purported accounts receivable owing to the debtor from participants in a circular sale sequence oil trade. The plaintiff, one of the participants in this oil transaction, who had contracted to buy oil through the debtor, alleges it fully performed on their contract, but that the debtor was unable to reciprocate because Chase interfered and took proceeds owing to the debtor in this circular sale sequence, thereby rendering the debtor financially unable to meet its obligations to the plaintiff. This alleged conduct by Chase, in attempting to protect its security interest, cannot be construed as malicious or carried out with the intent to harm the plaintiff. As such, the plaintiff has not made out a prima facie case for tortious interference with contracts. (See, Felsen v Sol Cafe Mfg. Corp., 24 NY2d 682.)

A triable issue of fact does exist, however, as to whether Chase was unjustly enriched by its alleged receipt and retention of purported accounts receivable owing to the debtor, which were associated with the circular sale sequence. Not only is there a question as to whether Chase was entitled to these proceeds in light of the debtor’s non-performance of its contractual obligations and Chase’s failure to cure such nonperformance, but Chase, as a movant pursuant to, inter alia, CPLR 3211 (a) (1), has failed to meet its burden of submitting sufficient documentary proof of a legal right to proceeds connected with the circular sale sequence. "Rider X” of Chase’s perfected security interest proclaims Chase to have an interest in accounts receivable of the debtor, or which are financed by Chase. Chase has provided no documentary evidence establishing that the debtor pledged or assigned its interest in the circular sale sequence proceeds to Chase, or that Chase financing contributed to accounts receivable due and owing to the debtor.

While, as the dissent notes, enrichment alone is insufficient to invoke the powers of equity, the doctrine of unjust enrichment does not require wrongful conduct by the one enriched (Simonds v Simonds, 45 NY2d 233), only that "the enrichment be unjust” (McGrath v Hilding, 41 NY2d 625, 629). Since the plaintiff maintains that Chase retained proceeds to which it was not entitled, a triable issue of fact exists as to whether it was unjustly enriched. Concur — Carro, J. P., Rosenberger, Ross and Asch, JJ.