This appeal arises out of a dispute over the ownership of 1,000 sacks of coffee beans. Appellant, Casa Guzman, S.A. (Guzman), the seller, asserts error by the trial court in its ruling on its cross-action that: (1) Balzac Brothers, Inc. (Balzac), the rightful owner of the coffee, could stop payment on its check to Guzman after "receiving delivery" of the coffee being purchased and its warehouse receipt; (2) Balzac could stop payment on its check when the court "judicially admits" that Guzman is entitled to the funds; (3) Guzman should be denied damages for Balzac's alleged wrongful stop payment order; (4) Corrigan Dispatch Co. (Corrigan), the warehouseman, could breach its agreement to deliver coffee pursuant to the terms of its warehouse receipt; (5) Guzman should be denied damages for Corrigan's wrongful refusal to deliver coffee as it had agreed in its warehouse receipt; (6) Guzman should be denied damages for Corrigan's wrongful interpleader; and (7) granted Corrigan attorney's fees. Because we find no error in the actions of the trial court, we affirm.

This case, involving a contract to purchase 1,000 sacks of coffee beans, has been brewing for several years, having been analyzed by two different panels of the Fifth Circuit in two different appeals by Guzman.1 The relevant facts of this "chock'd full o'nuts" dispute are set forth in the court's first opinion:

Corrigan Dispatch Company, an import agent and warehouseman, had custody of 1000 sacks of green coffee. Several parties claimed ownership of the coffee. Therefore, Corrigan filed an interpleader action under 28 U.S.C. Sec. 1335. It alleged that there were four claimants to the coffee, sought to place the disputed property in judicial custody, and asked the court to determine the owner. The four claimants were named in the complaint, and each was properly served.

Guzman, one of the interpleaded parties, originally owned the coffee. On February 8, 1977, it agreed to sell the coffee to Cargill for $327,052.41. Cargill, in turn, contracted to sell the coffee to Mitsui. However, various problems arose with respect to delivery of the coffee to the warehouse and the import documentation. On March 11, 1977, after all of the coffee had been delivered to Corrigan, the warehouseman, Guzman notified Cargill that it considered Cargill in breach of the contract of sale due to Cargill's failure to tender payment. Guzman requested and received a storage receipt for the coffee from Corrigan. It notified Corrigan that the coffee was held for Guzman's account and not Cargill's. Guzman then made a telephone offer to sell the coffee to Balzac Brothers.

On March 16, Guzman and Balzac Brothers consummated a purported sale by telephone, and Balzac Brothers signed a purchase order promising cash to Guzman against the warehouse receipt for the coffee. Corrigan issued a storage receipt to Guzman for the account of Balzac Brothers. Thereafter, Corrigan received a letter from Guzman that the coffee had been sold to Balzac Brothers.

In the interim, Cargill notified Corrigan by telegram to dispatch the coffee per Mitsui's instructions, and informed Corrigan that it would be held liable if it dispatched the coffee per Guzman's instructions. On March 17, Guzman gave the Corrigan warehouse receipt for the coffee to Balzac Brothers, and Guzman received Balzac Brothers' check for $418,330.00. Balzac Brothers directed Corrigan to ship the coffee to Canada, and, when Corrigan refused, Balzac Brothers issued a stop payment on its check to Guzman.

Corrigan's action interpleaded Cargill, Mitsui, Guzman and Balzac Brothers. The trial court found that Cargill did not have right to possession of the coffee because the concurrent conditions for performance of the contract had not occurred, and found that Balzac Brothers had right to possession of the coffee on its delivery of the storage receipt from Guzman. It issued a mandatory preliminary injunction pursuant to which Corrigan delivered the coffee to Balzac Brothers and Balzac Brothers paid the full purchase price into the court's registry.

The Bank2 intervened in the action and asked to withdraw funds from the trial court as holder in due course of the check deposited to the account of Guzman. On June 30, the trial court issued an Amendment to the Interlocutory Order, agreed to by all the parties, including Guzman, whereby the Bank and Guzman were paid $248,330.00 out of the monies deposited by Balzac Brothers. The court held the remaining $170,000.00 as security for the payment of such costs and damages as may be incurred by any party pending final judgment of the court. Guzman filed its motion to dissolve or modify the preliminary injunction and asked the trial court to order additional security pursuant to Federal Rules of Civil Procedure 65(c). The trial court denied Guzman's motion, and Guzman appealed to this court.3

569 F.2d 301-02.

Guzman argues as its first basis for appeal that the trial court committed reversible error in dismissing its cross-action for recovery of damages against Balzac because of Balzac's stopping payment on its check to Guzman in payment for the coffee. Guzman's argument is premised on the idea that it had fully performed its obligations under the contract. That is, it argues that by its delivery of the Corrigan warehouse receipt and Balzac's purported acceptance of delivery of the coffee at the warehouse, it had done all that it was required to do under its contract with Balzac.4 On this basis, it argues that it is entitled to recover the "unpaid" purchase price plus interest5 on the coffee as well as incidental damages. We reject this argument.

To begin our analysis of Balzac's stop payment order on its check to Guzman, we must look first to the substance of the contract between the parties. Balzac clearly entered into a contract for the purchase of coffee. There is testimony in the record to indicate that Balzac was at all times dealing with the coffee. Moreover, the payment term of the contract (see note 4 supra ) evidences concern on the part of Balzac that the coffee be ready for importation into the United States. Recall that Mitsui delayed paying Guzman for the coffee for this very reason. Finally, the fact that payment was to be made against nonnegotiable warehouse receipts indicates that the contract was one to receive, hold and dispose of the coffee.6 Thus, we hold that Balzac's duty to pay for the coffee was conditioned on its ability to remove the coffee from Corrigan's warehouse.7

On that basis, Guzman's delivery of the warehouse receipts covering goods to which there were competing claims and which were subject to an interpleader action constituted nonperformance of a condition by Guzman. As such, Balzac's duty to perform did not become due. Performance of a duty subject to a condition cannot become due unless the condition occurs or its non-occurrence is excused. Restatement (Second) of Contracts Sec. 225(1) (1981). There being no excuse here, Balzac was not under a duty to pay Guzman for the coffee on being informed of the competing claims.

Even assuming that Balzac's duty to performance became due, Balzac would still have available here a "defense" to an action against it for breach. "If a fact or event is a condition precedent to a promisor's duty to render the performance promised, its absence or non-occurrence is a 'defense' in an action brought against him for breach of his promise. This is so whether the 'condition' is described as express, implied or constructive." Corbin, supra Sec. 655.

Because we find that Balzac was not required to render its own performance in light of Guzman's failure to supply coffee capable of being disposed of by Balzac, we hold that Balzac was justified in stopping payment of its check upon being informed by Corrigan that the coffee would not be delivered because of the competing claims and interpleader action. On that basis, we hold that the Trial Court did not commit reversible error in dismissing the cross-action of Guzman and denying it recovery against Balzac on grounds of Balzac's stopping payment of its check to Guzman.

We should also point out here that had Balzac not stopped payment on its check to Guzman, Guzman would find itself in much the same position it is in now. By order of the court of March 30, 1977, Guzman was required to deposit into the Registry of the District Court any monies paid by Balzac to Guzman for the coffee in question. Thus, Guzman would not have retained the funds represented by Balzac's check even in the absence of Balzac's stop payment order and, as the result, Guzman could have no damages.

Guzman argues as its second basis for appeal that it was entitled to recover damages against Corrigan for not delivering its coffee to Balzac. Guzman is correct when it asserts that under Article 7.403 of the Texas Business and Commerce Code Corrigan had an obligation to deliver Guzman's goods to "a person entitled under the document (warehouse receipt) ...".8 Yet Guzman's position is only partially correct. Under that same section, a warehouseman is excused from his obligation to deliver if he has a personal defense against the claimant, Sec. 7.403(6), or "any other lawful excuse", Sec. 7.403(7). Thus the question here is not whether Corrigan had an obligation to deliver the coffee. It clearly did. The question here is whether Corrigan was lawfully excused from that obligation by the competing claims for Guzman's property. We hold that Corrigan did establish such a lawful excuse.

Corrigan excuses its failure to deliver Guzman's coffee to Balzac on the basis of its filing of an interpleader action.9 Interpleader is a device which allows a party in possession of money or property belonging to another to join two or more parties asserting mutually exclusive claims to the property or fund in a single suit, thereby freeing the stakeholder from multiple liability or multiple lawsuits. An interpleader action may be instituted by a plaintiff when two or more persons have claims such that the plaintiff may be exposed to double or multiple liability. At this initial stage, the merits of these potential claims are irrelevant; the threat of multiple vexation by future litigation provides sufficient basis for interpleader under F.R.Civ.P. 22. See 3 A. Lucas and J. Moore, Moore's Federal Practice Sec. 2202(1) (1974).

In this action, Corrigan was faced with the competing claims of Cargill and Balzac. E.H. Corrigan testified that Balzac threatened suit if delivery was not made. He also testified that representatives of Mitsui had claimed that the coffee belonged to it. On that basis, we hold that Corrigan's filing of an interpleader action was proper and that this filing constituted a lawful excuse for its obligation to deliver Guzman's goods. Guzman is therefore not entitled to recover damages against Corrigan for its failure to deliver coffee to Balzac.

As its final basis for appeal, Guzman argues that it was error to allow Corrigan to recover attorney's fees in its interpleader action. Guzman bases this argument on its assertion that Corrigan breached its contractual obligation to ship Guzman's coffee to Balzac. In such cases, recovery of attorney's fees might be denied. Miller v. Nacol, 224 S.W.2d 734 (Tex.Civ.App.1949) (award of attorney's fees set aside because party instituting interpleader action was not a neutral stakeholder). We have held above, however, that Corrigan was excused from its obligation to deliver the coffee by the competing claims of Cargill and Balzac which resulted in its filing an interpleader action.

It is well settled that a district court has the authority to award costs, including reasonable attorney's fees, in interpleader actions. James P. Talcott, Inc. v. Allahabad Bank, Ltd., 444 F.2d 451, 468 (5th Cir.) cert. denied, 404 U.S. 940, 92 S. Ct. 280, 30 L. Ed. 2d 253 (1971); Moore's Federal Practice, supra, Sec. 22.16. This being the case, we hold that the Trial Court's award of attorney's fees to Corrigan in this matter was correct.10

AFFIRMED.