Corporacion De Mercadeo Agricola v. Mellon Bank International

LUMBARD, Circuit Judge:

Plaintiff Corporación de Mercadeo Agricola [CMA] appeals from an order entered by Judge Leval in the Southern District of New York on December 7, 1978 and reported at 464 F.Supp. 88 (S.D.N.Y.1978) dismissing CMA’s contract claim against Mellon Bank International [Mellon]. CMA alleged that Mellon unjustifiably refused to honor CMA’s draft drawn under Mellon’s letter of credit 5171. Mellon moved for summary judgment and showed that CMA failed to tender documentation in conformity with *45the specifications contained in the letter of credit. The district court granted Mellon’s motion and CMA appealed. We affirm.

This ease arises out of dealings between CMA and the Pan American Fruit and Produce Corporation [Pan American]. CMA is a corporation organized under the laws of the Republic of Venezuela as an official government agency engaged in the business of selling Venezuelan agricultural commodities. Pan American is a New York corporation engaged in international trade. The Mellon Bank is a New York corporation as well.

In March, 1974, CMA and Pan American entered into Contract No. 84 which provided that CMA would sell to Pan American approximately 30,000 metric tons of Venezuelan paddy rice at a price of $9,630,000. The ninth paragraph of the contract provided for payment of the purchase price by means of an irrevocable letter of credit. This first letter of credit was to be issued in CMA’s favor in the above amount within five days after execution of the contract of sale.

To ensure performance of its contractual obligations, including execution of the first letter of credit as required by paragraph nine, Pan American agreed to provide CMA upon execution of the contract with a guaranty of ten percent of the total purchase price, of $963,000. The contract further provided that this guaranty would become payable “by virtue of the sole fact of non-fulfillment” by Pan American of any of its obligations under the agreement. Accordingly, Pan American purchased from Mellon Bank on March 18, 1974 a second letter of credit (LC 5171) in CMA’s favor which provided liquidated damages totalling $963,000 should Pan American default. This second letter of credit obligated Mellon to honor sight drafts drawn by CMA in amounts up to $963,000, when accompanied by:

“Beneficiary’s signed statement in duplicate that Pan American Fruit & Produce Corp. did not perform in accordance with contract 084 for the purchase sale of 30,-000 M.T. Paddy Rice in accordance with conditions agreed upon by buyers and sellers. Statement of facts by beneficiary and accountee.”

This guaranty was designed to compensate the seller for any losses incurred as the result of the buyer’s insolvency or as the result of any other contingency leading to the buyer’s default. The letter of credit called for statements from both the buyer and the seller acknowledging the buyer’s default, but the contract did not specify any circumstances under which the buyer would be required to issue a statement. However, in the event of default, the seller could have sought a court order requiring the production by the buyer of the necessary statement in order to enforce the good faith intentions of the parties. No such court order was sought here until after the letter of credit expired.

As of April, 1974, Pan American had failed to obtain the first irrevocable letter of credit which was to be used for payment of the purchase price, in violation of paragraph nine of the contract. CMA therefore advised Mellon in late April, 1974 that it planned to exercise its right to obtain liquidated damages under the second letter of credit. Mellon agreed, at Pan American’s request, to extend the expiration date of the second letter of credit from April 30, 1974 to June 30, 1974, in order to allow more time for Pan American to cure its default. Pan American, however, failed to cure its default. Accordingly, on June 5, 1974, CMA presented Mellon Bank with a draft on the second letter of credit in the amount of $963,000, accompanied by documents which CMA claims satisfied the requirements of the letter of credit. These documents included:

1. A document written by one Sr. Val-era on April 29,1974, in which Valera asserts that he is the representative of Pan American and that Pan American has not fulfilled its obligations under the contract;
2. A copy of Pan American's letter of February 13,1974, authorizing Valera to sign Contract No. 84 on behalf of Pan American (see infra);
*463. A statement by CMA that Pan American had not fulfilled its obligations under the contract; and
4. A copy of Contract No. 84 bearing Valera’s signature for Pan American.

Since Valera’s authority to sign on behalf of Pan American for payment on the letter of credit is at the center of this controversy, we shall review the nature and extent of that authority in some detail. Pan American engaged Valera, a Venezuelan commodity trader, in early 1974, for the purpose of negotiating the contract with CMA. Accordingly, on February 13,1974, Pan American sent to CMA the following letter, which delineates the authority granted to Valera:

Gentlemen:
We are pleased to inform you hereby that we have conferred a power of attorney to Mr. Gonzalo Sanchez Valera, Identity Card (Venezuelan) No. 163598, by which he is entitled to sign contracts and represent us and our company before the official and private organizations of the Republic of Venezuela.
Very truly yours,
Pan American Fruit & Produce Corp.

Pursuant to this authorization Val-era signed Contract No. 84 on behalf of Pan American. The authority contained in this letter, however, was not general. Rather, Valera was authorized to represent Pan American only before the “official and private organizations of the Republic of Venezuela” — such as CMA. Mellon Bank is neither an official nor a private organization of the Republic of Venezuela. Accordingly, this authority did not include representation of Pan American before Mellon Bank and it did not include any authority to prepare the documents necessary for payment on the letter of credit. CMA does not assert that Valera’s authority was ever enlarged beyond the parameters delineated in this February 13, 1974 letter.

That Valera never possessed the authority to prepare and sign the documents necessary for CMA to collect on the letter of credit is further confirmed by the names and signatures which Pan American certified to Mellon in July, 1973 as authorized to represent Pan American in its dealings with Mellon. Pan American certified to Mellon the name and signature of Gilbert D. Heller, Pan American’s president, and Loretta Szeliga, its secretary. Valera’s name was never on any list of authorized signatures submitted to Mellon.

Finally, whatever authority Valera possessed with respect to Pan American was revoked in a notarized document dated March 8, 1974. CMA received this document March 15, 1974 — eighty days before CMA attempted to use Valera’s signature to collect on the letter of credit. To be sure, CMA seeks to lessen the impact of this revocation notice by arguing that the way in which it was mailed and received rendered it ineffective. CMA argues that Pan American should have sent this letter to CMA’s legal department or to the president’s office, where its importance would have been recognized. Instead, this letter was received by another bureau of CMA and placed in the general correspondence file, where its significance was not recognized until defendants obtained it through discovery. Notice to the ageht, however, is notice to the principal, unless the person giving notice has reason to know that the agent has no duty to or will not transmit the message to the principal. See generally, Seavey, Notice Through an Agent, 65 U.Penn.L.Rev. 1 (1916). Since CMA has made no showing that Pan American should have known that the CMA mailroom would not transmit the revocation notice to the proper parties, the general rule applies. Indeed, even without proof of receipt by the addressee, proof that such a letter was sent would be strong evidence of sufficient notice.

When CMA demanded payment on the letter of credit, Valera’s lack of authority immediately attracted attention. After reviewing the documents and noting Valera’s lack of authority, Mellon Bank checked with Pan American to see if it should nevertheless honor CMA’s draft on the basis of Valera’s signature. Pan American ad*47vised Mellon that Valera was not authorized to prepare a statement of facts or sign for Pan American and that Mellon should therefore not pay on the draft.

On June 11, 1974, Mellon advised CMA that it would not honor the draft because:

“. . . Sr. Gonzalo Sanchez Valera is not authorized to sign on behalf of the accountee, Pan American Fruit and Produce Corporation. The accountee informs us the authority which was previously granted to him was revoked prior to the opening of our credit. Consequently, the requirement for a statement of facts by the accountee has not been fulfilled.”

CMA never submitted the required statement of facts to Mellon. The letter of credit expired June 30, 1974.

CMA commenced no action seeking in-junctive relief against Mellon or Pan American, such as an order requiring Pan American to provide a statement of facts, prior to the June 30, 1974 expiration of the letter of credit. Nor did CMA seek to cure the defect in the original documentation by submitting revised or new documents. Instead, CMA commenced this suit against Mellon on November 26, 1974, seeking damages for breach of contract and alleging that Mellon breached its contract with CMA by failing to pay on the letter of credit. On April 5, 1975, CMA filed a second complaint seeking equitable relief in the form of an order directing Pan American to deliver a proper statement of facts to Mellon or adjudging Mellon nunc pro tunc to have received a proper statement of facts.

Pan American moved for dismissal of the second action pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Treating the motion as one for summary judgment, Judge Cannella of the Southern District of New York ordered dismissal as to Pan American on April 21, 1976, on the ground that it was by then too late to compel Pan American to provide a statement of facts. CMA has not appealed that ruling. On the same day, Judge Cannella also granted CMA’s cross-motion for consolidation.

On July 8, 1976, Mellon moved for summary judgment, on the ground that Valera was not authorized to sign for Pan American and that the refusal to pay on the letter of credit was therefore proper. On May 10, 1977, Judge Cannella denied Mellon’s motion in a two-sentence order on the ground that there were disputed factual issues regarding the effectiveness of Pan American’s alleged revocation of Valera’s authority and the parties’ knowledge of that purported revocation.

After additional discovery, Mellon again moved for summary judgment, asserting that further discovery made such a motion proper once again. That same day, without request by the parties, the action was transferred to Judge Leval. There ensued several pretrial conferences with Judge Leval, who raised additional issues and afforded the parties the opportunity to respond to these issues with supplemental briefs and affidavits. Judge Leval granted Mellon’s motion for summary judgment on December 6, 1978.

Judge Leval granted Mellon’s motion for summary judgment for two reasons. First, since a power which is neither stated to be revocable nor coupled with an interest is revocable at will, he concluded that Mellon could not be required to honor a statement by a representative without fresh confirmation of that representative’s authority. Second, Judge Leval concluded that Val-era’s original authorization did not include any authority “to make on behalf of Pan American a statement to its banker amounting to a confession of liability authorizing payment of an indemnity of nearly a million dollars.” Since it is black letter law that the terms and conditions of a letter of credit must be strictly adhered to, see, e. g., Bounty Trading Corp. v. S. E. K. Sportswear, 48 A.D.2d 811, 370 N.Y.S.2d 4 (1st Dept. 1975), Judge Leval concluded that Mellon had followed the only proper course available in refusing payment.1

*48On appeal, CMA argues that Judge Cannella’s denial of Mellon’s first motion for summary judgment became the law of the case barring Judge Leval from later granting a similar motion. In Dictograph Products Company v. Sonotone Corporation, 230 F.2d 131 (2d Cir. 1956), we set forth the standard which governs consideration of such a motion. We held that on a renewed motion for summary judgment before a second judge, the district court must balance the need for finality against the forcefulness of any new evidence and the demands of justice. With respect to a non-appealable denial of summary judgment, the law of the case is not a limit on the court’s jurisdiction, but a rule of practice which may be departed from in the sound discretion of the district court. The first judge always has the power to change a ruling; further reflection may allow a better informed ruling in accordance with the conscience of the court. A fortiori, if the first judge can change his mind after denying summary judgment, and change his ruling, a second judge should have and does have the power to do so as well.

CMA also contends that Judge Leval reached out to decide an issue not tendered by the parties — the need to confirm Val-era’s authority — and that this error requires reversal under FLLI Moretti Cereali v. Continental Grain Co., 563 F.2d 563 (2d Cir. 1977). In FLLI Moretti Cereali, the district court granted summary judgment on the basis of its determination of an issue which was not raised in the statement of facts. Since the defendant was as a result prevented from introducing evidence relevant to that issue, this court reversed the grant of summary judgment. Here there has been no denial of the right to be heard on any issue. Although Judge Leval himself raised the legal issue of the need to confirm Valera’s authority, he heard from both parties orally and in writing on this point, as CMA concedes in its brief. In addition, Judge Leval did not introduce an entirely new issue, as occurred in FLLI Cereali Mor-etti. Judge Leval directed attention to a different facet of the one issue which has been central to this case from the moment it was filed: the nature and extent of Val-era’s authority. With the outcome of the dispute dependent upon this one question, CMA can hardly claim surprise because Judge Leval probed somewhat deeper than did either of the parties.

CMA also argues that when Mellon referred to Pan American’s revocation of Valera’s authority in refusing to honor the draft on the letter of credit, Mellon thereby waived all other defenses, including a defense based on Valera’s complete lack of authority at all times. We think this too narrow a construction of the authority issue. To be sure, when a bank offers one reason for refusing a draft on a letter of credit, and that reason is later refuted, it cannot at trial point to an entirely different reason for sustaining the refusal. Otherwise, a bank could surprise the beneficiary of a letter of credit with a defense which *49might have been cured earlier. See, e. g., Maurice O'Meara v. National Park Bank, 239 N.Y. 386, 397, 146 N.E. 636. But where, as here, a bank offers a reason for refusing a draft on a letter of credit which fairly places into issue an agent’s authority so that there can be no question of the proper cure and no surprise at trial, there is no reason to construe the bank’s action as waiving the authority defense. Although Mellon’s statement of refusal mentioned the revocation of Valera’s authority, mere mention of the revocation did not necessarily mean that Mellon was henceforth conceding that Valera would otherwise have possessed full authority.

CMA next argues that the grant of summary judgment was error because it necessarily required that Judge Leval resolve issues of disputed fact. CMA contends that Judge Leval’s finding that Valera’s authority was stale, entitling Mellon to refuse to honor the draft on the letter of credit in the absence of a fresh confirmation of authority, required resolution of disputed claims of fact and was therefore a matter for trial.

We need not decide whether Judge Leval was correct in holding that Valera’s authority was stale under the circumstances obtaining here. Judge Leval also held that Valera’s original authorization, as documented, did not include any authority to sign a statement of facts for the letter of credit. Valera’s authority, as documented, was a question of law. We have reviewed the relevant documents, which are unambiguous, and we agree that Valera never had the requisite authority. Accordingly, we affirm the grant of summary judgment on this ground.

CMA also claims that Judge Leval should not have granted summary judgment because whether Mellon acted in good faith in denying the draft is a factual matter which can only be resolved at trial. But Mellon’s good faith is not a relevant issue on this record. The contract among the parties required that Mellon pay on the letter of credit only after CMA presented conforming documents. CMA never presented conforming documents. Accordingly, Mellon was never obligated to pay on the draft and the question of good faith does not arise. See, é. g., Key Appliance, Inc. v. First National City Bank, 37 N.Y.2d 826, 377 N.Y.S.2d 482, 339 N.E.2d 888 (1975); AMF Head Sports Wear, Inc. v. Ray Scott’s All-American Sports Club, Inc., 448 F.Supp. 222, 224 (D.Ariz.1978) (“Dishonor of a demand for payment when the demand does not comply with the terms of the letter of credit cannot constitute bad faith”).

Finally, CMA contends that if its legal arguments fail, this court should nevertheless issue an equitable nunc pro tunc order either adjudging Mellon to have received a proper statement of facts or directing Pan American to deliver a proper statement of facts. But since Mellon has not been shown guilty of any wrongdoing or bad faith, and its legal obligations under the letter of credit have expired, there is no basis for awarding an equitable decree. CMA, moreover, has not been without a remedy at law. Rather, CMA has slept on whatever rights it has. Once the letter of credit expired, CMA’s proper remedy was to sue Pan American directly, a remedy which CMA has not chosen to pursue.

There can be no doubt, as our Brother Gurfein so persuasively points out, that the terms of the letter of credit accepted by CMA proved to be unfortunate for it because they required it, before payment could be made, to present to Mellon a “statement of facts”, signed by CMA and Pan American, with respect to Pan American’s failure to perform its obligations under the rice-purchase contract “in accordance with conditions agreed upon by buyers and sellers”. We find nothing ambiguous about this plain requirement, which was clearly intended to protect the bank against becoming involved in any dispute that might develop between the beneficiary and accountee over whether the underlying conditions had been met.

CMA, presumably a sophisticated business organization, had been put on notice by the plain language of the letter of credit and by the express written limitation on Valera’s authority, which was restricted to *50representation before organizations of the Republic of Venezuela and did not extend to the letter of credit, that it would have to rely upon Pan American to join in any statement of default if that should become necessary. This reliance turns out to have been misplaced. However, CMA’s predicament is not attributable to Mellon but to Pan American. Thus CMA failed to avoid the harm to it by negotiating a more advantageous letter of credit in the first place or by seeking relief against Pan American before the letter of credit expired.

Under the circumstances, it is hardly appropriate for a federal court to supply the protection which CMA thought it had at the expense of the Mellon Bank which was within its rights in strictly construing the agreement. Any claims CMA may have as a result of its bad bargain lie against Pan American, not against the bank.

Affirmed.

. Judge Leval’s conclusion with respect to the propriety of Mellon’s refusal to honor CMA’s draft on the letter of credit tracks Judge Can-nella’s conclusions on the same issue when he *48granted Pan American’s motion to dismiss on April 21, 1976. In his opinion, Judge Cannella had written:

“A bank’s obligation in a letter of credit transaction is defined by the contract between the bank and its customer. It is obliged to pay only if the documents submitted strictly comply with the essential requirements of the letter of credit. E. g., Fair Pavilions, Inc. v. First Nat’l City Bank, 19 N.Y.2d 512, 281 N.Y.S.2d 23, 227 N.E.2d 839 (1967); Anglo-South American Trust Co. v. Uhe, 261 N.Y. 150, 184 N.E. 741 (1933); Ufi-tec, S. A. v. Trade Bank and Trust Co., 21 A.D.2d 187, 249 N.Y.S.2d 557 (1st Dept. 1964), aff'd, 16 N.Y.2d 698, 261 N.Y.S.2d 893, 209 N.E.2d 551 (1965). Accord, Sisalcords Do Brazil, Ltd. v. Fiacao Brasileira De Sisal, S.A., 450 F.2d 419 (5th Cir. 1971), cert. denied, 406 U.S. 919 [92 S.Ct. 1771, 32 L.Ed.2d 118] (1972); Venizelos, S.A. v. Chase Manhattan Bank, 425 F.2d 461 (2d Cir. 1970). Here Mellon obligated itself to honor plaintiffs drafts against the letter of credit until June 30, 1974. When Mellon did not receive the proper documents prior to that date, whether due to its customer’s wrongful acts or otherwise, its obligation to pay terminated. Whatever rights plaintiff may now have against Pan American for its alleged wrongful refusal to submit a statement of facts, they do not include an enlargement of Mellon’s obligations under the letter of credit, absent some wrongful act on its part. Any other result would have serious ramifications throughout the banking community.”