Cenlin Taiwan Ltd. v. Centon, Ltd.

5 F.3d 354, 1993 WL 331286
CourtCourt of Appeals for the Ninth Circuit
DecidedSeptember 2, 1993
DocketNo. 92-35003
StatusPublished
Cited by7 cases

This text of 5 F.3d 354 (Cenlin Taiwan Ltd. v. Centon, Ltd.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Ninth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cenlin Taiwan Ltd. v. Centon, Ltd., 5 F.3d 354, 1993 WL 331286 (9th Cir. 1993).

Opinion

BEEZER, Circuit Judge:

In this diversity case under Washington law, Cenlin Taiwan Ltd. appeals the district court’s summary judgment in favor of the Bank of California (“BankCal”). Cenlin primarily argues BankCal improperly collected payment under letters of credit for which Cenlin had ultimate liability.- Cenlin also contends it should have been permitted to amend the complaint to clarify breach of warranty and negligence claims and add a claim for fraud. We have jurisdiction under 28' U.S.C. § 1291, and we affirm.

I

' Cenlin arranged to buy fruit from Centón Ltd. for export from Washington to Taiwan. Consistent with many international transactions, this arrangement included letters of credit issued by Cenlin’s banks in favor of Centón, the “beneficiary.” BankCal had a business relationship with Centón and notified Centón when the credits were issued. BankCal thus served as the “advising bank.” Cenlin was the “customer” of the credits, and its banks were the “issuers.”

The credits allowed Centón to receive payment for fruit delivered to Cenlin. To draw against the credits, Centón had only to present the credits for payment, together with appropriate documentation of orders, deliveries and the like. As BankCal knew, Centón sometimes used the credits for payment from Cenlin, but generally Cenlin paid by other means.

Through loans to Centón, BankCal received a security interest in the proceeds of the credits. Centón defaulted on those loans and, to .partially satisfy its debt to BankCal, authorized BankCal to collect payment under the credits.

BankCal presented the credits for payment in June 1986, not knowing whether Centón had been paid for the orders shown in the supporting documents. Cenlin’s banks rejected the supporting documents as not complying with the credits. BankCal, acting on information provided- by Centón, modified the documents in an attempt to achieve compliance. Cenlin informed BankCal that it had already paid for the orders. As proof, Cenlin supplied copies of unendorsed checks drawn by parties other than Cenlin and not made payable to Centón. - Cenlin does not contest BankCal’s assertion that these checks were used to avoid Taiwanese currency restrictions. As shown in the supporting documents; the cheek amounts covered only a small fraction of the total debt owed' by Cenlin.

BankCal eventually received payment under some of the credits, and Cenlin sued BankCal under breach of warranty and negligence theories. After extensive discovery and shortly before' trial, BankCal moved for summary judgment. Cenlin sought to restate its warranty and negligence claims and add a claim of fraud. The district court denied leave to amend the complaint and dismissed it with prejudice.

The summary judgment is reviewed de novo. T.W. Elec. Serv., Inc. v. Pacific Elec. Contractors Ass’n, 809 F.2d 626, 629 (9th Cir.1987). Viewing the evidence in the light most favorable to Cenlin, we determine whether any genuine issue of material fact must be tried and whether BankCal is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(e); T.W. Elec. Serv., 809 F.2d at 630.

II

Cenlin contends BankCal breached warranties set forth in Revised Code of [356]*356Washington 62A5-111(1). BankCal made no such warranties.

RCW 62A.5-111(1) describes warranties made by a “beneficiary” of a credit. A “beneficiary” is one- who is “entitled under [the credit’s] terms to draw or demand payment.” RCW 62A.5-103(l)(d). No Washington case disregards the statute’s express language to expand this definition in any way. Centón is the only beneficiary of the credits. BankCal is not a beneficiary under Washington law and did not make the relevant warranties.

In arguing BankCal is a beneficiary, Cen-lin relies heavily upon Pubali Bank v. City Nat’l Bank, 676 F.2d 1326 (9th Cir.1982) (“Pubali I ”), later proceeding, 777 F.2d 1340 (9th Cir.1985) (“Pubali II”). These decisions are distinguishable from the present case.

In the Pubali cases, the advising bank collected on credits through knowingly false statements and used the proceeds to pay itself. Pubali I, 676 F.2d at 1330. This “fraud in the transaction” presumably made the bank’s actions unlawful regardless of any warranties the bank may have breached. See Emery-Waterhouse Co. v. Rhode Island Hosp. Trust Nat’l Bank, 757 F.2d 399, 404-05 (1st Cir.1985). Liability was based, however, upon breach of warranties the bank made as a beneficiary of the credits. Applicable California law defined “beneficiary” the same as current Washington law, and the opinions do not state the bank was “entitled under [the credits’] terms to draw or demand payment.” Cal.Com.Code § 5103(l)(d). The bank nevertheless was deemed to have made and breached a beneficiary’s warranties be-' cause the bank acted “in its own self-interest” in collecting payment under the credit. Pubali II, 777 F.2d at 1343-44; Pubali I, 676 F.2d at 1329.

Besides lacking a statutory foundation, the Pubali warranty rationale sweeps far too broadly. An advising bank generally serves its self-interest by assisting the beneficiary in obtaining payment under a credit. For example, if the bank succeeds in obtaining payment, the beneficiary might be more likely to pay any debt owed to the bank and might provide the bank more business. Nothing requires that a bank serving its self-interest in these and similar ways be deemed to have warranted to “all interested parties that the necessary conditions of the credit have been complied with.” See RCW 62A.5-111(1). The district court properly ruled that Washington would not deem BankCal to have made a beneficiary’s warranties.

Ill

Cenlin contends issues of fact prevent summary judgment on whether BankCal breached warranties referenced in RCW 62A.5-111(2). BankCal is entitled to sum: mary judgment on this issue as a matter of law.

By presenting the credits for payment, BankCal warranted to the “payor bank or other payor” that, among other things, Bank-Cal was authorized to obtain payment. RCW 62A.4-207(1). Cenlin maintains that, as the party with ultimate liability on the credits, it is an “other payor” protected by these presentment warranties.

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