UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

AMZURA ENTERPRISES, INCORPORATED, 

d/b/a Amzco/Surgical Devices,

U.S.A.,

Plaintiff-DefendantAppellant,

and

GLOBAL FINANCIAL CORPORATION,

Plaintiff-IntervenorDefendant,  No. 02-1987

v.

ROWE INCORPORATED,

Defendant-Appellee,

and

STANLEY V. CAMPBELL; JAVAID A.

RATCHER, an individual; AFFILIATED

INDUSTRIES, INCORPORATED; FRANK

FRANCOIS, an individual,

Defendants. 

Appeal from the United States District Court

for the Eastern District of Virginia, at Alexandria.

Claude M. Hilton, Chief District Judge.

(CA-96-1601-A, CA-97-956-A)

Argued: October 30, 2003

Decided: November 24, 2003

Before LUTTIG, WILLIAMS, and KING, Circuit Judges.
Affirmed by unpublished per curiam opinion. 

COUNSEL

ARGUED: Walter Elmer Diercks, RUBIN, WINSTON, DIERCKS,

HARRIS & COOKE, L.L.P., Washington, D.C., for Appellant. Timothy Brian Mills, PATTON BOGGS, L.L.P., Washington, D.C., for

Appellee. ON BRIEF: Frederick D. Cooke, Jr., RUBIN, WINSTON,

DIERCKS, HARRIS & COOKE, L.L.P., Washington, D.C., for

Appellant.

Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c). 

OPINION

PER CURIAM: 

This case arises from the breach of a contract to lend money.

Amzura Enterprises, Inc. (AMZCO), the breaching party, appeals the

district court’s award of damages to Rowe, Inc. Specifically, AMZCO

asserts that the district court erred when it treated the value of medical

vehicles transferred under a substitute loan agreement as interest. We

affirm. 

I.

A detailed description of the undisputed facts underlying this case

is contained in our previous opinion, Amzura Enterprises, Inc. v. Ratcher, 2001 WL 1023112, *1-2 (4th Cir. 2001) (unpublished) (per

curiam). We will briefly summarize them here. AMZCO contracted

to lend Rowe one million dollars to finance Rowe’s contract to provide twenty-nine medical vehicles to the United States Army and then

later refused to perform. Under the loan agreement, Rowe was to pay

AMZCO $554,040.40 in interest on the loan over a period of five

2 AMZURA ENTER’S v. ROWE INC.
years. After AMZCO failed to perform, Rowe obtained substitute

financing from another lender. Under the substitute financing arrangement, Rowe paid a total of $1,450,437.52 in fifty-six monthly installments and assigned all of its "rights, title and interests" in the medical

vehicles to the substitute lender as consideration for the loan. The district court concluded that the resale value of the vehicles at the conclusion of Rowe’s contract with the Army, $260,000, was part of the

interest that Rowe was required to pay under the substitute financing

arrangement. After making some adjustments that the parties do not

challenge, the district court concluded that Rowe had paid $86,323.98

more in interest under the substitute loan agreement than it would

have paid under the AMZCO financing agreement. Accordingly, the

district court granted summary judgment to Rowe, including prejudgment interest, in the amount of $95,868.35. 

II.

Under New York law, which governs this dispute,* "[t]he utmost

liability of a person who breaches his contract to lend money, in the

absence of notice of special circumstances, is for the increased interest the other person was obliged to pay." Avalon Const. Corp. v.

Kirch Holding Co., 175 N.E.2d 651, 653 (N.Y. 1931) (quotations

omitted). Although seemingly a straightforward standard, the parties

dispute what it means to "pay" interest. Specifically, AMZCO asserts

that interest can be paid only in money, not in goods, because "pay"

means "to give money to in return for goods or services rendered."

(Appellant’s Br. at 21) (quoting The American Heritage Dictionary

911 (2d College ed. 1985)). Thus, according to AMZCO, the district

court should not have included the value of the medical vehicles in

its damage award, because interest cannot be paid in goods. 

AMZCO’s narrow definition of the term "pay" is in discord with

Black’s Law Dictionary, New York’s usury statute, and the New York

Uniform Commercial Code. According to Black’s, to "pay" is to "deliver to a creditor the value of a debt, either in money or in goods,

for his acceptance." Black’s Law Dictionary 1128 (6th ed. 1990)

*The Rowe-Amzura contract contains a choice-of-law clause, which

specifies that the contract is to be governed by New York Law. The parties do not dispute that New York law governs the case. 

AMZURA ENTER’S v. ROWE INC. 3
(emphasis added). Similarly, New York’s usury law prohibits creditors from "receiv[ing] any money, goods or things in action as interest" in excess of the statutory rate — clearly contemplating that

interest can be paid in goods. N.Y. Gen. Oblig. § 5-501(2) (McKinney

2003). Usury is not an issue in this case, but the statute is nonetheless

instructive of New York’s understanding of the term "interest." New

York’s Uniform Commercial Code, although not applicable here, is

also illustrative. It allows "payment" to be "made by any means or in

any manner current in the ordinary course of business unless the seller

demands payment in legal tender." N.Y.U.C.C. § 2-511 (McKinney

2003). These sources persuade us that interest may be paid in goods

under New York law. Accordingly, the district court properly treated

the value of the medical vehicles as interest when it calculated its

damage award. 

III.

For the foregoing reasons, we affirm the judgment of the district

court.

AFFIRMED

4 AMZURA ENTER’S v. ROWE INC.