Crossroads Bank of Georgia v. State Bank of Springfield

474 N.W.2d 14, 15 U.C.C. Rep. Serv. 2d (West) 1285, 1991 Minn. App. LEXIS 832, 1991 WL 156910
CourtCourt of Appeals of Minnesota
DecidedAugust 20, 1991
DocketC8-90-2726
StatusPublished

This text of 474 N.W.2d 14 (Crossroads Bank of Georgia v. State Bank of Springfield) is published on Counsel Stack Legal Research, covering Court of Appeals of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Crossroads Bank of Georgia v. State Bank of Springfield, 474 N.W.2d 14, 15 U.C.C. Rep. Serv. 2d (West) 1285, 1991 Minn. App. LEXIS 832, 1991 WL 156910 (Mich. Ct. App. 1991).

Opinion

OPINION

FOLEY, Judge.

State Bank of Springfield appeals from a grant of summary judgment entered against it for refusing to honor a letter of credit. We affirm.

FACTS

Respondent Crossroads Bank of Georgia contracted with a Georgia corporation in July 1989 for a loan that was partially secured by an irrevocable letter of credit for $50,000. Springfield issued the letter of credit on behalf of its customer, the Georgia corporation. “A ‘customer’ is a buyer or other person who causes an issuer to issue a letter of credit.” Minn.Stat. § 336.5-103(l)(g) (1988). Before Crossroads could draw on the letter of credit, it had to present a draft to Springfield and satisfy the following requirements:

The Draft presented [by Crossroads] must bear the clause “Drawn under Letter of Credit # 303816 of the State Bank of Springfield, dated July 31, 1989” and be presented within ten days prior to the expiration date, and be accompanied by the following documentation.
*16 1. A signed statement by a duly authorized officer certifying that the amount of this draft presented represents the amount due and unpaid.
2. The matured, promissory note properly endorsed in favor of the State Bank of Springfield.
3. Any and all other documentation executed evidencing this obligation.

Crossroads attempted to invoke the letter of credit by sending a draft and certain documentation to Springfield, but Springfield refused to honor Crossroads’ attempt to draw on the credit. Crossroads’ president and legal counsel then traveled to Springfield to present the customer’s loan file for inspection. When Crossroads’ representatives arrived, they met with the chairman of Springfield’s board of directors. The chairman declined to act and allegedly told the Crossroads’ representatives he would inform them if further documentation was required. Springfield did not photocopy any of the loan file, request any additional documentation, or request a follow-up meeting to discuss other documents needed to honor the letter of credit. Springfield has never specified what additional documents it requires.

The trial court found there were no genuine issues of material fact and ruled that Crossroads had complied with all the letter of credit requirements. The trial court therefore granted Crossroads’ motion for summary judgment against Springfield for $50,000 plus interest.

ISSUE

Are there any genuine issues of material fact concerning Crossroads’ compliance with the terms of the letter of credit?

ANALYSIS

On appeal from an order granting summary judgment, we must determine whether there are any genuine issues of material fact and whether the trial court erred in applying the law. Betlach v. Wayzata Condominium, 281 N.W.2d 328, 330 (Minn.1979). “The party moving for summary judgment * * * must demonstrate that no genuine issue of material fact exists.” Thiele v. Stich, 425 N.W.2d 580, 583 (Minn.1988). When the moving party makes out a prima facie case, however, the burden of producing facts that raise a genuine issue shifts to the non-moving party. Id.; see Minn.R.Civ.P. 56.05. Summary judgment is appropriate against a party who fails to present specific facts showing there is a genuine issue for trial. Thiele, 425 N.W.2d at 583; see Minn.R.Civ.P. 56.-05.

The letter of credit issued by Springfield required Crossroads to present a documentary draft for payment. Therefore, the credit is within the scope of Article 5 of the Uniform Commercial Code. See Minn.Stat. § 336.5-102(1)(a) (1988); see also Shaffer v. Brooklyn Park Garden Apartments, 311 Minn. 452, 454 n. 1, 250 N.W.2d 172, 175 n. 1 (1977). Under Article 5

an issuer must honor a draft or demand for payment which complies with the terms of the relevant credit regardless of whether the goods or documents conform to the underlying contract * * * between the customer and the beneficiary.

Minn.Stat. § 336.5-114(1) (1988). “An ‘issuer’ is a bank or other person issuing a credit.” Minn.Stat. § 336.5-103(l)(c) (1988). “A ‘beneficiary’ * * * is a person who is entitled under its terms to draw or demand payment.” Minn.Stat. § 336.5-103(l)(d) (1988). Moreover, the issuer is not excused from honoring a draft or demand based on

an additional general term that all documents must be satisfactory to the issuer, but an issuer may require that specified documents must be satisfactory to it.

Minn.Stat. § 336.5-114(1) (1988).

An issuer’s duty to honor drafts presented for payment depends only on the terms and conditions of the letter of credit and not on the underlying agreements providing for issuance of the letter of credit. Shaffer, 311 Minn. at 461-62, 250 N.W.2d at 178-79. As we said earlier this year:

Letters of credit are independent and separate from the underlying contractual relationship. The issuer’s obligation is *17 independent of the existence or nonexistence of an obligation of the customer to the beneficiary.

Menard, Inc. v. King De Son, Co., 467 N.W.2d 34, 36 (Minn.App.1991); see Minn. Stat. § 336.5-109(1)(a) (1988); see also Minn.Stat.Ann. § 336.5-114 Minnesota Code comment, Uniform Commercial Code comment 1 (West 1966). Thus, when the documentary drafts facially appear to comply with the letter of credit, the issuer must honor the draft. See Menard, 467 N.W.2d at 37; Minn.Stat. § 336.5-114. By conditioning payment solely upon the terms set forth in the letter of credit, an issuing bank’s justifications for refusing to honor the credit are severely restricted, thereby assuring the reliability of letters of credit as a payment mechanism. Voest-Alpine Int’l Corp. v. Chase Manhattan Bank, 707 F.2d 680, 682 (2d Cir.1983). Because the great utility of letters of credit arises from the independent obligation of the issuing bank, attempts to avoid payment premised on extrinsic considerations tend to compromise their chief virtue of predictable reliability. Id.

In this case, Springfield issued an irrevocable letter of credit which contained several conditions for payment. Springfield maintains Crossroads did not comply with one of the conditions of payment, claiming there is a fact issue as to whether Crossroads provided “[a]ny and all other documentation executed evidencing this obligation.” Springfield alleges the parties agreed Crossroads would present documentation to Springfield’s president in Minneapolis rather than in Springfield at a time when Crossroads knew Springfield’s president was waiting in Minneapolis.

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Related

Shaffer v. Brooklyn Park Garden Apartments
250 N.W.2d 172 (Supreme Court of Minnesota, 1977)
Menard, Inc. v. King De Son, Co., Ltd.
467 N.W.2d 34 (Court of Appeals of Minnesota, 1991)
Thiele v. Stich
425 N.W.2d 580 (Supreme Court of Minnesota, 1988)
Betlach v. Wayzata Condominium
281 N.W.2d 328 (Supreme Court of Minnesota, 1979)

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Bluebook (online)
474 N.W.2d 14, 15 U.C.C. Rep. Serv. 2d (West) 1285, 1991 Minn. App. LEXIS 832, 1991 WL 156910, Counsel Stack Legal Research, https://law.counselstack.com/opinion/crossroads-bank-of-georgia-v-state-bank-of-springfield-minnctapp-1991.