Red Rock Commodities, Ltd. v. Standard Chartered Bank

140 F.3d 420, 1998 U.S. App. LEXIS 6307, 1998 WL 141803
CourtCourt of Appeals for the Second Circuit
DecidedMarch 30, 1998
DocketDocket 97-7426
StatusPublished
Cited by31 cases

This text of 140 F.3d 420 (Red Rock Commodities, Ltd. v. Standard Chartered Bank) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Red Rock Commodities, Ltd. v. Standard Chartered Bank, 140 F.3d 420, 1998 U.S. App. LEXIS 6307, 1998 WL 141803 (2d Cir. 1998).

Opinion

WOOD, Jr., Circuit Judge:

This diversity case was argued, by agreement of the parties, on cross motions for summary judgment, and by stipulation the district court was permitted to decide the case on the record as supplemented. This agreed procedure was intended to avoid any possible triable fact issues not otherwise resolvable by summary judgment.1 The case involves the interpretation of a loan agreement between plaintiff-appellant Red Rock Commodities, Ltd. (Red Rock) of Delaware, together with its Israeli associate, Olges Ltd., and defendant-appellee Standard Chartered Bank (Standard) of New York. Red Rock brought this $137,000,000 lender liability suit against Standard which after argument and consideration of the record was dismissed by the district court. Red Rock appeals.

Under Anderson v. City of Bessemer City, North Carolina, 470 U.S. 564, 105 S.Ct. 1504, 84 L.Ed.2d 518 (1985), the “clearly erroneous” standard of review controls our consideration of the factual findings of the district court even though based upon a documentary record. We are not permitted to find the district court’s findings of fact to be clearly erroneous if the findings are one of two permissible views of the evidence. 470 U.S. at 574, 105 S.Ct. at 1511-12. Likewise, Fed.R.Civ.P. 52(a) provides for the same standard and states in relevant part: “[findings of fact, whether based on oral or documentary evidence, shall not be set aside unless clearly erroneous____”

FACTUAL BACKGROUND

As the district court began its statement of the facts so do we: “[t]his case features the unlikely prospect of a plaintiff suing a bank that was defrauded by the criminal activity of plaintiffs president, Menachem Pri-Har.”2

[422]*422In September 1991 Standard agreed, at the request of and for the benefit of Red Rock, to establish credit in the amount of $5,000,000 to permit Red Rock to fund certain transactions in Israel. One of those transactions is referred to as the Steel Credit. In turn, Red Rock gave Standard a promissory note for $5,000,000 backed by a security interest in all of Red Rock’s real and personal property. Letters of credit were then issued by Standard to Red Rock. However, that credit was not enough to satisfy Red Rock for very long.

In 1992 Mr. Pri-Har sought additional funding from Standard in the nature of a bridge loan to help Red Rock in a new Israel venture, the Israeli Emergency Wheat Program (“IEWP”), which Red Rock sought to operate under a contract with Israel. As operator of the program Red Rock was to purchase the entire Israeli wheat production of approximately 240,000 metric tons, and at the same time maintain in Israel a wheat stockpile of not more than 170,000 metric tons. The purpose of the IEWP was to purchase and maintain an emergency stockpile of wheat for Israel’s needs. The IEWP provided for a sell-off of the wheat reserves commencing in January 1993.

It was Mr. Pri-Har’s story to Standard that, although he already had lined up some of the $60,000,000 needed to finance the IEWP, he now needed an additional $12,000,-000 on an expedited basis. The transaction, as Pri-Har explained to Standard, had to be with an Israeli company, Olges, because Israel, under the IEWP, could do business only with an Israeli company. Olges was also an affiliate of Red Rock. This additional money was needed immediately, it was explained, to permit Olges to meet its wheat purchase obligations. Olges had signed an IEWP contract with the government of Israel and the Israeli farmers who were to supply the wheat in June, 1992. Before advancing the additional financing, Standard required Red Rock to make a substantial payment on one of its prior Standard loans, in particular, the Steel Credit. Subsequently, Red Rock paid over $2,000,000 to Standard, or a little less than one-half of the Steel Credit outstanding balance at the time. Red Rock also sought to enlist Standard to serve as lead manager for Red Rock’s idea of putting together a syndicate of banks which would provide longer term financing to substitute for the short term bridge loans of Red Rock. Standard declined Red Rock’s invitation.

The Reimbursement Agreement at issue here was then entered into between Standard and Red Rock along with Olges. The resulting loan is referred to by the parties as the Bridge Loan because of its interim purpose. Accordingly, Standard issued a $12,-000,000 letter of credit to Olges in July, 1992. The Reimbursement Agreement in pertinent part provided as follows:

The Borrowers [i.e., RRC and Olges] shall reimburse [SCB] for , the amount of any payment under the Letter of Credit on or prior to the day which is 90 days after such payment is made or, if sooner, upon the execution of and availability of extensions of credit under, any new credit facility which is extended to either Borrower with respect to the purchase of wheat with an amount available equal to or in excess of $12,000,000 (it being understood that[SCB] shall have no obligation to lead or extend any such facility ... and, in any event, immediately upon the release by the Bank of, or any other disposition of or receipt of proceed with respect to, any Specific Collateral).

Their business relationship did not go well. In August 1992 Standard sought information about the payment of the balance of the Steel Credit which was due that month. Red Rock claimed as an excuse for its delay in making the payment to Standard that the steel company in which Red Rock held a security interest “had disappeared.” Since the steel company failed to make its required payment to Red Rock, which Red Rock had counted on using to in turn pay Standard, Red Rock’s payment to Standard was delayed. No additional information about Red Rock’s Steel Credit payment was forthcoming from Red Rock. That prompted Standard in November, 1992 to notify Red Rock that Red Rock was now in default on both the Steel Credit and the Bridge Loan. Standard promptly sued Red Rock in the Southern District of New York and secured a judgment in excess of [423]*423$15,000,000. Red Rock retaliated with this present suit.

The issue in Red Rock’s suit is whether the $12 million dollar Bridge Loan by Standard to Red Rock became due ninety days after the loan was extended as Standard claims, or instead became due no sooner than one year after the date of the loan as Red Rock claims. Red Rock argues that an internal document, which Red Rock characterized as a “credit application,” should have been considered by the district court before it dismissed the suit, but was not. In any event the loan was not repaid by Red Rock.

ANALYSIS

Red Rock contends that the Bridge Loan repayment under the Reimbursement Agreement was not due until the necessary business arrangements had been completed by Red Rock enabling it to repay the Bridge Loan from the proceeds of sales from the Israeli wheat stockpile. Those stockpile sales could not begin, however, until January 1993 so Red Rock claims repayment of the Bridge Loan was never intended, contemplated or possible until the stockpile proceeds became available to Red Rock.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
140 F.3d 420, 1998 U.S. App. LEXIS 6307, 1998 WL 141803, Counsel Stack Legal Research, https://law.counselstack.com/opinion/red-rock-commodities-ltd-v-standard-chartered-bank-ca2-1998.