Opinion
May 27, 1999
Appeal from the Supreme Court, New York County (Franklin Weissberg, J.).
Plaintiff, a collecting bank (UCC 4-105 U.C.C.[d]), inadvertently delivered documents of title to defendant without first obtaining defendant's acceptance of the accompanying draft, and, as a result, was compelled to pay the draft itself. Defendant, which took possession of the goods covered by the draft, refuses to reimburse plaintiff on the ground that it never signed the draft, relying on UCC 3-401 U.C.C.(1), which provides, "No person is liable on an instrument unless his signature appears thereon." The motion court held that although defendant could not be held liable on the draft, it was "nevertheless * * * liable otherwise" for the Price of the goods it accepted but never paid for. We agree. The Uniform Commercial Code does not displace common-law causes of action unless a particular Code provision expressly so provides ( see, Hechter v. New York Life Ins. Co., 46 N.Y.2d 34, 39), and nothing in UCC 3-401 U.C.C. so provides. "Nothing in this section is intended to prevent any liability arising apart from the instrument itself" (UCC 3-401 U.C.C., Comment 1), including a liability for unjust enrichment ( see, Midwest Indus. Funding v. First Natl. Bank, 973 F.2d 534, 538). Defendant took possession of the documents of title and received a shipment of goods without paying for them. Plaintiff, having made the drawee whole, is entitled to recoup its actual losses under the common-law theory of unjust enrichment.
Concur — Nardelli, J. P., Tom, Mazzarelli, Lerner and Buckley, JJ.