First Nat. Bank v. Carmouche

515 So. 2d 785
CourtSupreme Court of Louisiana
DecidedNovember 30, 1987
Docket87-C-1137
StatusPublished
Cited by8 cases

This text of 515 So. 2d 785 (First Nat. Bank v. Carmouche) is published on Counsel Stack Legal Research, covering Supreme Court of Louisiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
First Nat. Bank v. Carmouche, 515 So. 2d 785 (La. 1987).

Opinion

515 So.2d 785 (1987)

FIRST NATIONAL BANK OF JEFFERSON PARISH
v.
Terrel J. CARMOUCHE.

No. 87-C-1137.

Supreme Court of Louisiana.

November 30, 1987.

Rader Jackson, Betty F. Mullin, Shushan, Meyer, Jackson, McPherson & Herzog, New Orleans, for applicant.

Don M. Richard, New Orleans, Robert A. Mathis, Newman, Drolla, Mathis, Brady & Wakefield, Metairie, for respondent.

DENNIS, Justice.

In this letter of credit case, an issuing bank, First National Bank of Jefferson Parish, is seeking reimbursement from its customer, Terrel Carmouche, for sums disbursed by the bank to the beneficiary, PAC Oil Co., and its draft endorsee, Colonial Bank. The crucial issue is whether the issuing bank was in "good faith" when it paid the credit, even though the bank was informed by the customer and an employee of the beneficiary that the customer might not owe the sums stipulated in the demand due to some deficiency in the beneficiary's accounting to the customer. After a bench trial, the trial court refused to grant the *786 plaintiff bank reimbursement, finding a breach of the bank's fiduciary duty to Mr. Carmouche and awarding the defendant damages and attorney's fees, despite his failure to file a reconventional demand. The appeals court, 504 So.2d 1153, set aside the award of attorney's fees, but affirmed the balance of the trial court's judgment, holding that the bank was in bad faith because it paid the letter of credit after being notified by both the customer and the beneficiary of a possible overstatement of the customer's indebtedness to the beneficiary. We reverse and remand this case to the court of appeal for a proper adjudication of the plaintiff issuing bank's suit.

Under our letters of credit law, an issuing bank's obligation is independent of the contract between the customer and beneficiary. The bank's duty only extends to the examination of documents, and it does not act in bad faith where it pays on a demand after having been informed of a dispute or possible fraud in the customer's underlying agreement to the beneficiary. The bank is therefore entitled to reimbursement from the customer when it fulfills its obligation to pay out on any proper and timely demand wherein the documents submitted conform with the requirements of the credit.

FACTS

In May of 1982, Terrel Carmouche entered into a written contract with the PAC Oil Co. whereby Mr. Carmouche agreed to partially finance the production costs of drilling an East Texas oil well in exchange for a working interest. In order to secure his payment of these funds, the defendant approached the First National Bank of Jefferson Parish (FNJ), which agreed to issue an irrevocable documentary stand-by letter of credit for the benefit of PAC Oil in exchange for Mr. Carmouche's execution of a promissory note of $150,000 in favor of the Bank, secured by the pledge of three collateral notes.

The letter of credit issued by FNJ required the beneficiary, PAC Oil, to submit a draft on FNJ, for a sum not exceeding $150,000, along with a document certifying that Carmouche was indebted to PAC Oil for the face amount of the draft.[1] PAC Oil conveyed its interest in the formulated draft to the Colonial Bank, pursuant to a security agreement underlying the primary loan between PAC Oil and Colonial financing the drilling operation. On May 6, 1983, Colonial presented FNJ the draft, along with the necessary document executed by PAC certifying that Mr. Carmouche was indebted to PAC for the face amount of the draft ($150,000). FNJ notified its customer, Mr. Carmouche, that the draft had been presented, and that the presenter was demanding payment. Mr. Carmouche verbally asked that FNJ withhold payment because he was not certain that he owed the face amount of the draft to PAC. FNJ's loan manager referred this problem to FNJ's bank vice-president in charge of credit administration, who submitted the package to two credit administration employees, both of whom recommended that the draft be honored. The FNJ vice-president solicited the advice of the bank's attorney. *787 After examining all of the documents, FNJ's attorney informed the bank vice-president that the documents complied with the terms of the letter, and that payment to the presenter was in order.

Before final payment was made, Donald Porter, the officer of PAC who signed the document of certification, informed FNJ that he was not absolutely certain that Mr. Carmouche actually owed PAC the face amount of the draft, as there were some accounting problems which remained to be resolved. Both he and Mr. Carmouche requested that the Bank extend the letter of credit for an additional month so that a more precise accounting by PAC could be made to Mr. Carmouche. FNJ refused to extend, and pursuant to its counsel's advice, paid the $150,000 draft to Colonial and PAC on May 11th. Mr. Carmouche made one interest payment under his promissory note, but thereafter defaulted, causing FNJ to bring this suit for execution on the note and its underlying security.

We granted certiorari to consider whether our court of appeal brethren fell into error in holding that the issuing bank was in bad faith because it paid the letter of credit after it had been apprised of a possible misstatement of the customer's debt to the beneficiary. 508 So.2d 807 (La. 1987). After considering the briefs and oral arguments of the parties, we conclude that we must reverse the judgment of the court of appeal because of an error on the bad faith issue.

In doing so, however, we agree with and therefore affirm the court of appeal's decisions upon most of the other questions dealt with in its opinion. The court correctly held that the documentation submitted by the presenter was in complete compliance with the textual requirements of the letter of credit, cf. Schweibish v. Pontchartrain State Bank, 389 So.2d 731 (La.App. 4th Cir.1980), cert. den., 396 So.2d 885 (La. 1981); that Colonial bank was a proper presenter in this case in conformity with La. R.S. 10:5-112(3) & 10:5-116; that payment of the letter was not conditioned upon the fulfillment of the obligation between PAC and Carmouche, La. R.S. 10:5-109(1)(a); and that the letter of credit was timely presented. La. R.S. 10:5-112(1); UCP art. 8 (1974); art. 16(c) (1983).[2] Although we disagree with the court's statement that no assignment or sale of credit proceeds under La. C.C. art. 2642 can be made where the letter of credit fails to state that performance was "transferrable or assignable," see La.R.S. 10:5-112 and comments; we conclude that it reached the correct result in upholding payment by FNJ to Colonial in this case. FNJ's right to pay depended entirely upon the status of Colonial as holder of the draft, in accordance with the provisions of La.R.S. 10:5-116(3), which were met in the facts below.

Precepts of Law

As defined by the statute, a "letter of credit" is any written engagement by a bank or other "issuer" at the request of a customer to honor demands for payment which comply with the terms of the credit. La.R.S. 10:5-103(1)(a). There are at least three parties in each letter of credit agreement: the party requesting that the letter of credit be issued (the "customer") La.R.S. 10:5-103(1)(g); the party issuing the letter of credit (the "issuer" or "issuing bank") *788 La.R.S. 10:5-103(1)(c); and the party in whose favor the letter of credit is issued (the "beneficiary") La.R.S. 10:5-103(1)(d). In a "documentary" letter of credit, the presenter is required to submit certain identified documents, of a specific content, which establish its right to payment under the letter. Cf.

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Bluebook (online)
515 So. 2d 785, Counsel Stack Legal Research, https://law.counselstack.com/opinion/first-nat-bank-v-carmouche-la-1987.