Republic National Bank of Miami, a National Banking Association v. Fidelity and Deposit Company of Maryland, a Maryland Corporation

894 F.2d 1255, 10 U.C.C. Rep. Serv. 2d (West) 1330, 1990 U.S. App. LEXIS 2294, 1990 WL 6919
CourtCourt of Appeals for the Eleventh Circuit
DecidedFebruary 20, 1990
Docket87-6034, 88-5185
StatusPublished
Cited by21 cases

This text of 894 F.2d 1255 (Republic National Bank of Miami, a National Banking Association v. Fidelity and Deposit Company of Maryland, a Maryland Corporation) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eleventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Republic National Bank of Miami, a National Banking Association v. Fidelity and Deposit Company of Maryland, a Maryland Corporation, 894 F.2d 1255, 10 U.C.C. Rep. Serv. 2d (West) 1330, 1990 U.S. App. LEXIS 2294, 1990 WL 6919 (11th Cir. 1990).

Opinions

[1257]*1257TJOFLAT, Chief Judge:

In this case, Republic National Bank of Miami (Republic) issued a letter of credit on behalf of the Colombian Coffee Corporation (Colombian) in favor of Luis A. Duque Pena e Hijos, Ltda. (Limitada) 1 to facilitate the supposed purchase and sale of coffee. The transaction having gone awry, Repub-lie sought to recover its loss by filing a timely claim against the coverage afforded by a banker's blanket bond issued by the Fidelity and Deposit Company of Maryland (Fidelity).2 Fidelity denied Republic's claim, concluding that the bond did not cover the risk taken by Republic in its letter of credit transaction. Republic subsequently brought suit in the Circuit Court of Dade County, Florida; Fidelity thereafter removed the case to the United States District Court for the Southern District of Florida. See 28 U.S.C. § 1441(a) (1982). After a bench trial, the district court found in favor of Republic. Fidelity now appeals. We reverse.

I.

The parties' dispute in this case arises from a commercial transaction involving Republic, Colombian, and Limitada. Because the parties contest the legal significance of Republic's actions during the course of this transaction, we begin our discussion by outlining a paradigmatic letter-of-credit/bill-of-lading transaction, its legal effect, and its underlying rationale.

A.

In international transactions, a buyer and seller of goods often have never met. In such situations, the seller does not wish to deliver its goods to the buyer before receiving payment; similarly, the buyer does not want to pay the seller before actually receiving the contracted goods. To resolve this problem, such transactions often take the form of a letter-of-credit/bill-of-lading exchange. See generally J. White & R. Summers, Handbook of the Law Under the Uniform Commercial Code § 18-1 (2d ed. 1980).

In such a transaction, a buyer (the customer) asks a bank (the issuer) to issue an irrevocable letter of credit made out in favor of the seller (the beneficiary). In the typical case, the bank requires its customer to deposit funds or collateral sufficient to secure the bank's liability to the beneficiary on the letter. See, e.g., FDIC v. Philadelphia Gear Corp., 476 U.S. 426, 440, 106 S.Ct. 1931, 1939, 90 L.Ed.2d 428 (1986). With a valued customer, however, the bank may accept its customer's note to finance the purchase of the letter of credit.

After issuing the letter of credit, the bank delivers the letter to the customer. Upon its delivery, the credit becomes established with regard to the customer, see Fla.Stat. § 675.106(1)(a) (1989),3 and the bank no longer may modify or revoke the letter without the customer's consent, see id. § 67 5.106(2). The customer then delivers the letter of credit to the beneficiary. At this point, the credit becomes established with regard to the beneficiary, see id. § 675.106(1)(b), and the bank no longer may modify or revoke the letter without the beneficiary's consent, see id. § 675.106(3).

Upon receiving the letter of credit, the beneficiary delivers the contracted goods to a carrier, receiving from the carrier a bill of lading. See generally id. §~ 677.101-.105, .301-.603. The beneficiary then presents the letter of credit and bill of lading to the issuing bank. Significantly, the bank has no obligation to determine whether the documents presented are in fact genuine; rather, the bank's only duty is to examine the documents on their face to determine that the description of the goods on the face of the bill of lading [1258]*1258conforms exactly to the description recited on the face of the letter of credit. See id. § 675.114(1). If the documents conform, the bank must honor the letter by the third banking day following receipt of the documents. See id. §~ 675.112, .114(1).4

Upon honoring the letter of credit, the bank is immediately entitled to a fee for issuing the letter of credit, generally one-quarter of one percent of the face value of the letter of credit. See Verkuil, Bank Solvency and Guaranty Letters of Credit, 25 Stan.L.Rev. 716, 721 n. 29 (1973). More importantly, however, the bank is also immediately entitled to reimbursement from its customer for the amount of money disbursed to the beneficiary, unless the agreement between the bank and the customer otherwise provides. See Fla.Stat. § 675.114(3). Until such reimbursement is made, the bank's agreement with its customer invariably allows the bank to hold the bill of lading and other documents presented by the beneficiary as a security interest. See generally 7 R. Anderson, Uniform Commercial Code § 5-114:23 (3d ed. 1985). Thus, until the customer pays the bank, he has no access to the goods purchased from the beneficiary.

Should the customer default on his obligation, the bank has the right to sell the goods represented by the held documents. See Id. § 5-114:25; see also Fla. Stat. § 679.504 ("[s]ecured party's right to dispose of collateral after default"). The value of this security interest, however, is dubious. The bank may have honored the letter of credit without realizing that the documents presented by the beneficiary were forged or counterfeit. In such a case, of course, the bank's security interest in the documents is worthless. But even absent such fraud, there is always the risk that the goods represented by the documents of title will be nonconforming, damaged, or otherwise devalued. In fact, this risk is quite substantial since the customer is most likely to default on his obligation precisely when the received goods are nonexistent or worth substantially less than the purchase price already tendered to the seller by means of the letter of credit. See Verkuil, supra, at 721 n. 28.

Upon reimbursing the bank, the customer receives from it the bill of lading and other documents presented by the beneficiary. The customer presents those documents to the carrier, who then turns over the contracted goods to the customer.

Because both the buyer and seller rely not on the other's good faith, but rather on the good faith of the bank and the carrier, the transaction protects the interests of both the buyer and the seller. Through the letter of credit, the seller receives an irrevocable right to payment, not from the buyer, who might become insolvent or refuse to pay, but from the bank. The bank, however, will not pay on the letter of credit until the seller presents the letter of credit along with the bill of lading and certain other documents. These documents establish that the seller has consigned the contracted goods to the carrier and irrevocably bind the carrier to deliver the contracted goods to the buyer upon presentation.

With this model in mind, we turn to the facts of the instant ease.5

B.

Republic entered into the transaction at issue in this case as a result of its relationship with Alberto Duque, a client of the bank.

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Bluebook (online)
894 F.2d 1255, 10 U.C.C. Rep. Serv. 2d (West) 1330, 1990 U.S. App. LEXIS 2294, 1990 WL 6919, Counsel Stack Legal Research, https://law.counselstack.com/opinion/republic-national-bank-of-miami-a-national-banking-association-v-fidelity-ca11-1990.