First State Bank v. Diamond Plastics Corp.

SUMMERS, Justice,

concurring in part and dissenting in part.

I agree that strict compliance is a proper standard for measuring a demand .for payment pursuant to a letter of credit. I further agree that a nonnegotiable bill of lading cannot be unilaterally presented by a beneficiary to demand payment on a letter of credit requiring a negotiable bill of lading. But this letter of credit does not require Diamond Plastics to present a negotiable bill of lading. In my view, its presentment strictly complied with the terms of the letter of credit. I would not remand this case on an estoppel theory as does the Court, but rather would remand with instructions to enter judgment for appellant Diamond Plastics Corporation.

A letter of credit involves three, and sometimes four, parties: a customer, a seller, an issuing bank, and sometimes a confirming, or negotiating, bank. See 12A O.S.1991 § 5-103; Centrifugal Casting Machine Co., Inc. v. American Bank & Trust Co., 966 F.2d 1348, 1351-1352 (10th Cir.1992). One author explained the usual commercial practice after the seller (beneficiary) sends the goods to the customer (account party):

... in the commercial setting, the owner of the goods (i.e., the beneficiary) has sent the documents representing the right to obtain possession of those goods to the issuer. If the issuer finds the documents in order, it pays the beneficiary for them. It now owns the documents and has the right to have the goods. If the account party is unable or unwilling to reimburse, the issuer retains the documents, and has some security, at least, for its reimbursement claim against its customer. However, if the account party, the buyer, reimburses the issuer, the issuer transfers the documents to the account party, who then obtains possession of the goods represented by the documents.

Rosenblith, Seeking a Waiver of Documentary Discrepancies from the Account Party: Unexplored Legal Problems, 56 Brooklyn L.Rev. 81, 83 (1990).

This concept is echoed in White & Summers, Uniform Commercial Code, § 19-4 (3rd ed. 1988), where the authors explain that the issuing bank is protected upon its payment to the beneficiary by the bank’s possession of the documents that control the goods.

In our case the customer was Vic Klingen-burg, d/b/a Arkansas Irrigation and Waterworks. His bank, First State Bank of Ket-chum, issued a letter of credit promising to pay a certain amount to the beneficiary, Diamond Plastics Corporation. Did the issuing bank wrongfully dishonor the letter of credit? I conclude that it did.

When documents are presented to a bank for payment on a letter of credit the bank “must examine documents with care so as to ascertain that on their face whether they appear to comply with the terms of the credit....” 12A O.S.1991 § 5-109. See Ward Petroleum Corp. v. Federal Deposit Insurance Corp., 903 F.2d 1297, 1299 (10th Cir. 1990). A letter of credit is independent of the underlying contracts, and pursuant to a standard of strict-compliance the examiner at the issuing bank must exercise discretion to the extent of factually determining if the documents facially meet the specifications of those required by the face of letter of credit. In other words, are the documents a mirror-image of those required by the letter of *1275credit?1 In actions by beneficiaries against the issuing bank for wrongful dishonor courts have split on whether minor spelling errors or insignificant errors should be overlooked when no one could have been misled by the payment.2 Even in opinions articulating a strict-compliance standard a literal mirror-image analysis has not always been required.3 One court following a strict-compliance standard stated that: “In Nebraska, when construing the provisions regarding documentation for a letter of credit, the courts ‘will not demand literal adherence to requirements dictated by the parties at the risk of frustrating the objectives of the Uniform Commercial Code.’ ”4

There is also a substantial-compliance standard, which many courts have rejected.5 One court has stated that an action against the issuing bank by the beneficiary involves a strict-compliance standard, while an action against the issuer by the account party for wrongful payment involves a substantial-compliance standard. Far Eastern Textile, Ltd. v. City Nat. Bank & Trust Company, 430 F.Supp. 193, 196-197 (S.D.Ohio 1977). The strict-compliance standard appears to be the one most followed by courts, though its application has not caused uniform results. I concur in its adoption for Oklahoma in an action brought by a beneficiary against an issuer.

I also agree that a required negotiable bill of lading cannot be replaced with a nonnegotiable bill. One court explained the importance of a negotiable bill of lading this way: *1276“a negotiable or order bill of lading is a fundamental and vital pillar of international trade and commerce, indispensable to the conduct and financing of business involving the sale and transportation of goods between parties located at distance from one another.” 6 A negotiable bill of lading is different than a nonnegotiable bill:

A negotiable bill of lading calls for the freight to be delivered to the bearer of the bill; one who has possession of a negotiable bill of lading is deemed to have title to the shipped goods. A nonnegotiable bill of lading, in which a consignee is specified, may be considered evidence of title, but the transfer of a nonnegotiable bill of lading does not, in and of itself, transfer title to the goods under the bill.

Met-Al, Inc. v. Hansen Storage Company, 828 F.Supp. 1369, 1375 (E.D.Wis.1993), citing, White & Summers, Uniform Commercial Code, § 21-4 at 163 (1988).

A letter of credit is totally independent of the underlying contracts.7 Thus, the issuing bank usually does not examine the underlying agreements, and ambiguity in those agreements is not used to interpret the letter of credit. Pringle-Associated Mortgage Corporation v. Southern National Bank of Hattiesburg, 571 F.2d 871, 874 (5th Cir.1978). A nonnegotiable bill of lading, as an instrument evidencing the underlying agreement, would ordinarily not be relied upon to determine whether the issuing bank is required to pay on the letter of credit. However, in this case the letter of credit is ambiguous on its face by requiring that “The remaining documents must accompany drafts.” This is so because the identity of the remaining documents is nowhere specified on the face of the letter of credit. A nonnegotiable bill of lading could thus be presented as a remaining document accompanying a draft, but not as a substitute for a negotiable bill of lading.

The Court states that it is applying the rule of strict-compliance but then fails to strictly read the letter of credit. The terms of the letter of credit do not require Diamond Plastics to submit a negotiable bill of lading. The letter of credit requires a confirming bank (“the bank negotiating the documents”) to submit a negotiable bill of lading. I have no doubt that had the bank carefully considered the language of the letter it would have required a negotiable bill of lading by anyone demanding payment.8 But the bank did not require negotiable bills of lading from anyone *1277demanding payment, only a negotiating bank. For this Court to hold that this letter of credit required Diamond Plastics to submit negotiable bills of lading is to create a letter of credit based upon what the bank should have issued, instead of enforcing the letter actually written. In Aetna Insurance Company v. S.S. Ortiguera, 583 F.Supp. 671, 674 (S.D.N.Y.1984), the court explained that seller, manufacturer, or shipper could have structured the documentation to retain title until payment by issuing a negotiable bill of lading against an international letter of credit, but chose not to do so. In our ease the issuing bank could have stated similar requirements on the face of the letter of credit, but it did not.

The bank wrote the letter of credit and should be held accountable for the imprecision in its terms. Diamond Plastics complied with the literal terms on the face of the letter of credit. Its presentment was proper and the bank should be required to pay on it. I would remand and direct that judgment be entered for Diamond Plastics.

. Marino Industries Corp. v. Chase Manhattan Bank, NA, 686 F.2d 112, 115 (2d Cir. 1982); Westwind Exploration, Inc. v. Homestate Savings Association, 696 S.W.2d 378, 381 (Tex.1985); Airlines Reporting Corporation v. Higginbotham, 643 So.2d 952, 954 (Ala. 1994). One author has argued this rule of strict compliance is derived from both the independence principle (i.e., that the letter is independent of underlying contracts) and the fact that banks deal solely in documents. Rosenblith, Letter-of-Credit Practice: Revisiting Ongoing Problems, 24 U.C.C.LJ, 120, 121 n. 3 (1991). See Semetex Corporation v. UBAF Arab American Bank, 853 F.Supp. 759, 769-770 (S.D.N.Y.1994), (describing letter of credit relationships and that the parties deal in documents and not in goods to which the documents relate).

. See Breathless Associates v. First Savings & Loan Association, 654 F.Supp. 832 (N.D.Tex. 1986), (bank was required to pay where presentment of a note dated April 28, 1983 was required and a note dated April 29, 1983 was presented); Beyene v. Irving Trust Company, 596 F.Supp. 438 (S.D.N.Y.1984), affirmed, 762 F.2d 4 (2d Cir. 1985), (document misspelling last name of Sofan as Soran was sufficient to dishonor).

. See Tosco Corporation v. Federal Deposit Insurance Corporation, 723 F.2d 1242 (6th Cir.1983), (deviations in certain words were insubstantial and did not warrant dishonor); Banco Español de Crédito v. State Street Bank & Trust Company, 385 F.2d 230 (1st Cir.1967), cert, denied, 390 U.S. 1013, 88 S.Ct. 1263, 20 L.Ed.2d 163 (1968), (dishonor not proper although letter of credit required inspection certificate that goods were in conformity with the order and draft of corresponding bank stated that goods conformed to conditions on order-stock-sheets); Bank of Cochin Limited v. Manufacturers Hanover Trust Company, 612 F.Supp. 1533, 1541 (S.D.N.Y. 1985), affirmed on other grounds, 808 F.2d 209 (2d Cir. 1986), (court discussed submitting only five copies of documents when six copies was required and misspelling the name Smith as Smithh, and that these types of variances may be allowed when there is no possibility that they would mislead the paying bank to its detriment). See also American Airlines Inc. v. Federal Deposit Insurance Corporation, 610 F.Supp. 199 (D.Kan. 1985), (applying Kansas law and discussing a defect in misnumbering a letter of credit). One author has argued that a defect in required documents should be disregarded when the defect does not impugn the integrity of the document, and when disregard of the defect is within the commercial expectation of the parties. Kozol-chyk, Strict Compliance and the Reasonable Document Checker, 56 Brooklyn L.Rev. 45 (1990). See also Rosenblith, Letter-of-Credit Practice: Revisiting Ongoing Problems, 24 U.C.C.L.J. 120, 123 n. 7 (1991).

. Kelley v. First Westroads Bank, 840 F.2d 554, 559-560 (8th Cir.1988), citing, Brown v. United States National Bank of Omaha, 220 Neb. 684, 371 N.W.2d 692, 791 (1985), (an opinion that cited the strict-compliance standard).

. American Coleman Co. v. Intrawest Bank of Southglenn, N.A., 887 F.2d 1382, 1386 (10th Cir. 1989), (expressly rejected a rule of substantial-compliance); Insurance Company of North America v. Heritage Bank, 595 F.2d 171, 175 (3d Cir. 1979), (same); Osten Meat Company v. First America Bank-Southeast Michigan, NA, 205 Mich.App. 686, 517 N.W.2d 742 (1994), (same).

. Berisford Metals Corp. v. S/S Salvador, 779 F.2d 841, 845 (2d Cir.1985). See Hartford Fire Insurance Company v. M/V "SAVANNAH", 756 F.Supp. 825 (S.D.N.Y.1991), (same). Cf. Buckeye Cellulose Corp. v. Atlantic Mutual Insurance Company, 643 F.Supp. 1030, 1032 (S.D.N.Y. 1986)', (a negotiable bill of lading served purpose of authorizing consignee to possession of cargo); Fuentes v. Sea-Land Services Inc., 665 F.Supp. 206, 209 (S.D.N.Y. 1987), (explained functions of bill of lading); C-Art, Ltd. v. Hong Kong Islands Line America, S.A., 940 F.2d 530, 531-532 (9th Cir.1991), (defined bill of lading as a receipt for goods, contract for their carriage, and documentary evidence of title to goods, and described transaction whereby bills of lading were presented to bank for payment); Allied Chemical International Corp. v. Companhia De Navegacao Lloyd Brasileiro, 775 F.2d 476, 481 (2d Cir.1985), (explained that a seller distant from a buyer often tenders shipping documents, including a negotiable bill of lading, rather than the goods).

. Murphy v. Federal Deposit Insurance Corporation, 38 F.3d 1490, 1502 (9th Cir.1994); Security Finance Group, Inc. v. Northern Kentucky Bank and Trust, Inc., 858 F.2d 304, 307 (6th Cir.1988); Pringle-Associated Mortgage Corp. v. Southern Nat. Bank of Hattiesburg, 571 F.2d 871, 874 (5th Cir.1978); Centrifugal Casting Machine Co., Inc. v. American Bank & Trust Co., 966 F.2d 1348, 1352 (10th Cir.1992); Bank of China v. Chan, 937 F.2d 780 (2d Cir.1991); Colon, Letters of Credit in Times of Business and Bank Failures, 107 Banking L.J. 6, 8 (1990). See also Ward Petroleum Corp. v. Federal Deposit Insurance Corp., 903 F.2d 1297, 1299 (10th Cir.1990), (the independence of the letter of credit from the underlying transaction means that honoring the letter of credit turns upon a facial examination of the letter of credit and the documents presented without regard to the underlying contract for sale).

.I have no doubt that the bank would have also more carefully considered the requirement of a consular invoice. A consular invoice is used only when the point of shipment is outside the United States. See 19 U.S.C. §§ 338-340 and Jay-Arr Slimwear Inc. v. United States, 681 F.Supp. 875, 880 (Ct.Int'1 Trade 1988).