Philadelphia Gear Corporation v. Central Bank

717 F.2d 230
CourtCourt of Appeals for the Fifth Circuit
DecidedNovember 17, 1983
Docket82-3294
StatusPublished
Cited by68 cases

This text of 717 F.2d 230 (Philadelphia Gear Corporation v. Central Bank) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Philadelphia Gear Corporation v. Central Bank, 717 F.2d 230 (5th Cir. 1983).

Opinions

GEE, Circuit Judge:

The terrain of the present appeal is a failed business transaction, one that culminated in several and mutual allegations of failure to honor contractual obligations. The contract at issue is a documentary letter of credit.1 The district court determined that the issuing bank wrongfully dishonored drafts presented pursuant to the letter of credit. In consequence, it ordered the issuer to pay the face value of all drafts presented. Because we conclude that the district court did not strike the correct balance between the parties’ competing duties and obligations, we reverse its judgment.

Background

On April 23, 1981, Central Bank, appellant, issued a document entitled “Irrevocable Commercial Letter of Credit No. 02408” in the amount of 4.5 million dollars (hereinafter “credit” or “letter of credit”). The credit was issued on behalf of Central’s customer United Machinery Services, Inc. (“United”) in favor of Philadelphia Gear Corporation (“Philadelphia”) as beneficiary. The record reflects that the credit was issued to support Central’s obligations to Philadelphia under a sale of goods contract. By its terms, the credit could accommodate individual drafts in maximum amounts of 75 thousand dollars; thereafter to be automatically reinstated to a limit of 4.5 million dollars. Each draft presented pursuant to the credit was required to bear the notation: “DRAWN UNDER LETTER OF CREDIT OF CENTRAL BANK.” The record also reveals that each draft was to be accompanied by a copy of the credit. In addition, payment was conditioned upon presentation by Philadelphia’s intermediary, Provident National Bank of Philadelphia (“Provident”), of an “inland bill of lading evidencing shipment of any of the above described units to United Machinery, Inc.” Contrary to this provision, the credit did not specify the exact nature of the goods to be delivered.2 More, the credit was expressly [233]*233subject to the Uniform Customs and Practices for Commercial Documentary Credits fixed by the Thirteenth Congress of the International Chamber of Commerce (1974 Revision Publication 290) (hereinafter “I.C.C. Pub. 290”).

Sometime during the latter half of 1981 relations between United and Philadelphia soured. United refused to pay for goods which it claimed were not ordered; and Philadelphia, in contradiction, demanded payment — maintaining that the goods were delivered pursuant to contractual agreement. As a result of this dispute Philadelphia, through Provident, tendered six drafts on the letter of credit in late December of 1981. Several days later Central decided that it would not pay the drafts and returned them to Provident with notice to that effect. The notice stated that the drafts were being returned “due to their non-compliance with the terms of the relevant credit.” In early January of 1982 Philadelphia tendered three additional drafts on the credit. Again Central refused to pay, in each case citing as its reason general noncompliance with the credit’s terms. Undeterred, Philadelphia wired Central requesting a more definite statement of Central’s reasons. Central responded that “[t]he reasons for dishonor are as previously stated.”

Oblivious to the manifest logic of Central’s position, on February 10, 1982, Philadelphia instituted this diversity action for breach of contract in the Western District of Louisiana. Specifically, Philadelphia sought a declaratory judgment that the drafts were payable under the credit, damages for wrongful dishonor, and — because the credit remained a valid contractual obligation — a preliminary and permanent injunction ordering that future drafts be timely paid.3 Without result the district court attempted to reconcile the parties’ differences at pretrial conference. By this time Philadelphia had been made aware of the exact defect in each of the drafts previously tendered. On the eve of trial Philadelphia presented to Central eleven additional drafts with supporting documentation. These were placed in the registry of the court. The record also reflects that throughout trial Philadelphia presented additional drafts; each was placed in the registry.

At the conclusion of all the evidence the district court found: (1) Each of Philadelphia’s tendered drafts failed in some respect to conform to the letter of credit; (2) all the defects were curable; (3) some of the deficiencies were known to agents of Philadelphia and Provident; and (4) Central neither returned the supporting documentation to Philadelphia’s drafts (submitted before institution of suit) nor informed Philadelphia that it would hold the documentation on file for its inspection. Applying to these findings what it perceived to be the relevant statutory and case law, the district court determined that Central was liable for the face value of all drafts presented and entered judgment in a corresponding amount. Central now appeals that judgment.

Relevant Standard

Because the resolution of all other issues flows from its determination, the crucial issue of this appeal is whether the district court struck the proper balance between the [234]*234parties’ competing duties and obligations under the credit. We conclude that it did not. The district court characterized the present case as an action for wrongful dishonor. So doing, it relied extensively on the following provisions of the Louisiana Uniform Commercial Code (hereinafter the “Code”) and I.C.C. Pub. 290:

Time allowed for honor or rejection; withholding honor or rejection by consent; presenter
(1) A bank to which a documentary draft or demand for payment is presented under a credit may without dishonor of the draft of credit
(a) defer honor until the close of the third banking day following receipt of the document; and
(b) further defer honor if the presenter has expressly or impliedly consented thereto.
Failure to honor within the time here specified constitutes dishonor of the draft or demand and of the credit.
(2) Upon dishonor the bank may unless otherwise instructed fulfill its duty, to return the draft or demand and the documents by holding them at the disposal of the presenter and sending him an advice to that effect.
(3) “Presenter” means any person presenting a draft or demand for payment for honor under a credit even though that person is a confirming bank or other correspondent which is acting under an issuer’s authorization.

La.R.S. 10:5-112.

(c) If, upon receipt of the documents, the issuing bank considers that they appear on their face not to be in accordance with the terms and conditions of the credit, that bank must determine, on the basis of the documents alone, whether to claim that payment, acceptance or negotiation was not effected in accordance with the terms and conditions of the credit.
(d) The issuing bank shall have a reasonable time to examine the documents and to determine as above whether to make such a claim.

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Bluebook (online)
717 F.2d 230, Counsel Stack Legal Research, https://law.counselstack.com/opinion/philadelphia-gear-corporation-v-central-bank-ca5-1983.