List of Cases Bank of the Philippine Islands v. De Reny Fabric Industries, Inc. 1 Philippine Virginia Tobacco Administration v. Walfrido De Los Angeles 2 Insular Bank of Asia and America v. Intermediate Appellate Court J Feati Bank and Trust Company v. Court of Appeals 4 Prudential Bank and Trust Company v. Intermediate Appellate Court 5 Bank of America, NT & SA v. Court of Appeals 6 Reliance Commodities Inc. v. Daewoo Industrial Co., Ltd. 7 Rodzzen Suppy Co., Inc. v. Far East Bank and Trust Co. 9 Ramon L. Abad v. Court of Appeals 10 Consolidated Bank and Trust Corporation v. Court of Appeals 11 etropolitan Waterworks and Sewerage System v. Honorable Reynaldo B. Daway 12 Transfield Philippines, Inc. v. Luzon Hydro Corporation 14 Bank of Commerce v. Teresita S. Serrano 16 Land Bank of the Philippines v. onet's Export and anufacturing Corporation 17
Bank of the PhiIippine IsIands v. De Reny Fabric Industries, Inc. October 16, 1970
L-24821
Facts: De Reny Fabric ndustries, nc. (De Reny) applied to the Bank of Philippine slands (BP) for four irrevocable commercial letters of credit to cover the purchase of "dyestuffs of various colors from J.B. Distributing Company. All the applications of the corporation were approved and the corresponding Commercial Letter of Credit Agreements were executed pursuant to banking procedures. J.B. Distributing Company thereafter collected the full value of the drafts upon presentment of necessary documents. n the meantime, as each shipment arrived in the Philippines, De Reny made partial payments to the Bank amounting to Php 90,000.00. However, further payments were subsequently discontinued by the De Reny when it was made known to it, through a chemical test, that the goods that were shipped were colored chalk instead of dyestuffs. t also refused to accept and take possession of the goods. BP filed a complaint for collection of the value of the Letters of Credit, in which the lower court has granted through its decision ordering De Reny and its co-defendants to pay the bank the amount of the Letter of Credit Agreements. De Reny contends that it was the duty of the foreign correspondent bank of BP to take necessary precaution to insure that the goods shipped under the Letters of Credit confirmed with the item appearing on its face and that the foregoing banks having failed to perform this duty, no claim for recoupment against De Reny, arising from the losses incurred for the non- delivery or defective delivery of the articles ordered, cold accrue.
ssue: Whether or not the Bank has the obligation to inspect the goods subject of a Letter of Credit
Ruling: Banks, in providing financing in international business transactions such as those entered into by the appellants, do not deal with the property to be exported or shipped Letters of Credit
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to the importer, but deal only with the documents. The existence of a custom in international banking and financing circles negating any duty on the part of a bank to verify whether what has been described in letters of credits or drafts or shipping documents actually tallies with what was loaded aboard ship, having been positively proven as a fact, the appellants are bound by this established usage.
PhiIippine Virginia Tobacco Administration v. WaIfrido De Los AngeIes August 19, 1988
No. L-27829 Facts: Respondent Timoteo Sevilla (Sevilla), with two other entities were awarded in a public bidding the right to import leaf tobacco for blending purposes and exportation by them of the Philippine Virginia Tobacco Administration (PVTA) and farmer's low-grade tobacco. Subsequently, the other two entities assigned their rights to PVTA and Sevilla remained the only private entity accorded the privilege. The contract entered into between PVTA and Sevilla was for the importation of Virginia Leaf tobacco and a counterpart exportation of PVTA and farmer's low grade tobacco. n accordance with their contract, Sevilla purchased and exported tobacco but was not able to pay the total amount of such purchase to PVTA. Before Sevilla could import the counterpart blending Virginia tobacco, RA 4155 was passed, authorizing the PVTA to grant import privileges at a ratio of 4:1 instead of 9:1 and to dispose of all its tobacco stock at the best price available. Thus, the subject contract which was already amended was further amended to grant Sevilla the privileges under the newly passed law, subject to conditions, one of which is "(3) that Sevilla would open an irrevocable letter of credit in favor of PVTA to secure the payment of said balance. While Sevilla was trying to negotiate the reduction of the procurement cost already exported, PVTA prepared two drafts to be drawn against said letter of credit for the amount which have already become due and demandable. Sevilla then filed a complaint for damages with preliminary injunction against PVTA. PVTA filed an answer with counterclaim, admitting the execution of the contract, however, it alleged that Sevilla violated the terms thereof by causing the issuance of the preliminary injunction to prevent the former from drawing from the letter of credit for amounts due and payable and that caused PVTA additional damage of 6% per annum. A writ of preliminary injunction was issued by respondent Judge Walfrido De los Angeles adjoining PVTA from drawing against the letter of credit. On motion of Sevilla, the court dismissed the complaint without prejudice and lifted the preliminary injunction but PVTA's motion was granted setting aside the order of dismissal. Sevilla filed a motion for reconsideration, but pending its resolution and without notice to PVTA, respondent Judge issued the assailed order directing the Prudential Bank and Trust Co. to make the questioned release of funds from the Letter of Credit in favor of Sevilla.
ssue: Whether or not a court can order the release to the applicant the proceeds of an irrevocable letter of credit
Letters of Credit
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Ruling: n issuing the order, respondent Judge violated the irrevocability of the letter of credit issued by the bank to PVTA. An irrevocable letter of credit cannot during its lifetime be cancelled or modified without the express permission of the beneficiary.
InsuIar Bank of Asia and America v. Intermediate AppeIIate Court November 17, 1988
No. L-74834 Facts: Respondent spouses Ben and Juanita Mendoza (the Mendozas) obtained two loans from respondent Philippine American Life nsurance Co. (Philam Life) in the total amount of Php600,000.00 to finance the construction of their residential house. To secure payment, Philam Life required that amortizations be guaranteed by an irrevocable standby letter of credit with petitioner nsular Bank of Asia and America (BAA). BAA issued two irrevocable standby letters of credit in favor of Philam Life secured by a real estate mortgage one the property of the Mendozas in favor of BAA. The Mendozas failed to pay Philam Life on two amortizations causing the latter to declare the entire balance outstanding on both loans immediately due and demandable and demanded payment from BAA of Php274,779.56, but the latter took the position that, as a mere guarantor of the Mendozas who are the principal debtors, its remaining outstanding obligation under the two standby letters of credit was only Php30,100.60 Later, BAA corrected the latter amount and showed instead an overpayment by deducting from its liability the amount already paid by them to Philam Life as well as the payments made to the latter by the Mendozas.
ssue: Whether or not BAA's obligation under the two letters of credit is that of a surety and direct payments made by the Mendozas to Philam Life reduced such obligation
Ruling: Letters of credit and contracts for the issuance of such letters are subject to the same rules of construction as are ordinary commercial contracts. They are to receive a reasonable and not a technical construction and although usage and custom cannot control express terms in a letter of credit, they are to be construed with reference to the surrounding facts and circumstances, to the particular and often varying terms in which they may be expressed, the circumstances and intentions of the parties to them and the usages of the particular trade of business contemplated. Unequivocally, the subject standby letters of credit secure the payment of any obligation of the Mendozas to Philam Life including all interests, surcharges and expenses thereon but not to exceed Php600,000.00. But while they are a security arrangement, they are not converted thereby into contracts of guaranty. That would make them ultra vires rather than a letter of credit, which is within the powers of the bank. The standby Letters of Credit are, "in effect an absolute undertaking to pay the money advanced or the amount for which credit is given on the faith of the instrument. They are primary obligations and not accessory Letters of Credit
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contracts. Being separate and independent agreements, the payments made by the Mendozas cannot be added in computing BAA's liability under its own standby letters of credit. Payments made by the Mendozas directly to Philam Life are in compliance with their own prestation under the loan agreement. And although these payments could result in the reduction of the actual amount which could ultimately be collected from BAA, the latter's separate undertaking under its letters of credit remains.
Feati Bank and Trust Company v. Court of AppeaIs April 30, 1991
GR. No. 94209
Facts: Bernardo Villaluz agreed to sell to Axel Christiansen lauan logs. After inspecting the logs, Christiansen issued a purchase order and through Hanmi Trade Development, the Security Pacific National Bank of Los Angeles issued an rrevocable Letter of Credit available at sight in favor of Villaluz for the sum of the total purchase price of the lauan logs. The letter of credit was mailed to Feati Bank and Trust Company (Feati) with the instructions to the latter that it "forward the enclosed letter of credit to the beneficiary and further provided that the draft to be drawn is to be accompanied by certain documents, one of which is "(4) certification from Han-Axel Christiansen, Ship and Merchandise Broker, stating that logs have been approved prior to shipment in accordance with the terms and conditions of corresponding purchase order. The logs were thereafter loaded on the vessel chartered by Christiansen and were inspected by the Bureau of Customs and the Bureau of Forestry, all of whom certified to the good condition and exportability of the logs. However, Christiansen refused to issue the certification as required despite several requests made by Villaluz, the latter instituted an action for mandamus and specific performance against the former and the Feati. Feati was impleaded as defendant before the lower court only to afford complete relief should the court a quo order Christiansen to execute the required certification. However, with the subsequent flight of Christiansen, Villaluz filed an amended complaint to make Feati solidarily liable with Christiansen. The trial court ruled in favor of Villaluz stating that Feati must be held liable together with Christiansen for its refusal to negotiate the letter of credit in the absence of Christiansen's certification. t stated further that the Feati, by accepting the instructions from the issuing bank has assumed the very same undertaking as the issuing bank under the terms of the letter of credit. On appeal, the Court of Appeals affirmed the decision of the lower court.
ssue: Whether or not a correspondent bank is to be held liable under the letter of credit despite non- compliance by the beneficiary with the terms thereof
Ruling: t is a settled rule in commercial transactions involving letters of credit that the documents tendered must strictly conform to the terms of the letter of credit. The tender of documents by the beneficiary must include all documents required by the letter. A correspondent bank which departs from what has been stipulated under the letter of credit, as when it accepts a faulty tender, acts on its own Letters of Credit
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risks and it may not thereafter be able to recover from the buyer or the issuing bank. Thus the rule of strict compliance.
PrudentiaI Bank and Trust Company v. Intermediate AppeIIate Court December 8, 1992
GR No. 74886 Facts: Philippine Rayon Mills (Philippine Rayon), nc. entered into a contract with Nissho Co., Ltd of Japan for the importation of textile machineries under a 5-year deferred payment plan. To effect payment for said machineries, Philippine Rayon applied for a commercial letter of credit with Prudential Bank and Trust Company (Prudential Bank) in favor of Nissho. Against this letter of credit, drafts were drawn and issued by Nissho which were all paid by the Prudential Bank. As indicated on their faces, two of these drafts were accepted by Anacleto Chi, Philippine Rayon's president, while the other were not. Some time after, Philippine Rayon ceased business operations and its factory was leased by Yupangco Cotton Mills. Subsequently all the textile machineries of Philippine Rayon were sold to AC Development Corporation. However, the obligations of Philippine Rayon arising from the letter of credit and trust receipts remained unpaid and unliquidated. Repeated formal demands for its payment yielded no result prompting Prudential Bank to file an action for the collection of the amount stated in the letter of credit. The trial court rendered its decision in favor of Prudential Bank to the extent of the amount covered by the two drafts that were accepted by Philippine Rayon but held that as to the amounts involved in the drafts that were not accepted by the latter, it cannot be demanded as the cause of action thereon has not yet accrued, thereby, the case is considered premature. The decision was further affirmed by the Court of Appeals. ssue: Whether or not presentment for acceptance of the drafts was indispensable to make Philippine Rayon liable thereon
Ruling: A letter of credit is defined as an engagement by a bank or other person made at the request of a customer that the issuer will honor drafts or other demands for payment upon compliance with the conditions specified in the credit. Through a letter of credit, the bank merely substitutes its own promise to pay for the promise to pay of one of its customers who in return promises to pay the bank the amount of funds mentioned in the letter of credit plus credit or commitment fees mutually agreed upon. n the instant case, the drawee was necessarily the Prudential Bank. t was to the latter that the drafts were presented for payment. n fact, there was no need for acceptance as the issued drafts are sight drafts. Presentment for acceptance is necessary only in the cases expressly provided for in Sec. 143 of the Negotiable nstruments Law.
Letters of Credit
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Bank of America, NT & SA v. Court of AppeaIs December 10, 1993
GR No. 105395
Facts: Bank of America, NT & SA, Manila (Bank of America) received by registered mail an rrevocable Letter of Credit purportedly issued by Bank of Ayudhya, Samyaek Branch, for the account of General Chemicals, Ltd. , of Thailand to cover the sale of plastic ropes and "agricultural files, with the Bank of America as advising bank and nter-Resin ndustrial Corporatin (nter-Resin) as beneficiary. nter-Resin made partial availment under the letter of credit by submitting to the Bank of America the necessary documents. Thereafter, Bank of America wrote Bank of Ayudhya advising the latter of the availment under the letter of credit and sought the corresponding reimbursement therefor. Meanwhile, nter-Resin presented to Bank of America the documents for the second availment under the same letter of credit, evidencing the second shipment of goods. However, immediately after receiving a telex from Bank of Ayudhya declaring the letter of credit fraudulent, Bank of America stopped the processing of nter-Resin's documents. Upon investigation, it was discovered that the good exported by nter-Resin did not contain ropes but plastic strips, wrappers, rags and waste materials. Bank of America sued nter-Resin for the recovery of the amount paid on the partial availment of the fraudulent letter of credit. nter- Resin on the on the other hand claimed that not only was it entitled to retain the amount paid to it on its first shipment but also to the balance covering the second shipment. The trial court ruled in favor of nter-Resin holding that Bank of America should shoulder the losses as it was careless and negligent for failing to determine the authenticity of the letter of credit before sending it to nter-Resin. On appeal, the Court of Appeals sustained the trial court.
ssue: 1. Whether or not Bank of America has incurred liability to the beneficiary 2. Whether or not Bank of America may recover what it has paid under the letter of credit when the corresponding draft for partial availment and the required documents were negotiated with it by nter-Resin
Ruling:
First ssue: Any liability that may be incurred by the bank, under a letter of credit, to its beneficiary is dependent on the bank's participation in that transaction, if as a mere advising or notifying banks, it would not be liable but as a confirming bank, had this been the case, it could be considered as having incurred that liability. t cannot seriously be disputed that Bank of America has, in fact, only been an advising, not confirming bank and this much is clearly evident, among other things, by the provisions of the letter of credit itself, the Bank of America's letter of advice, its request for payment of advising fee and the admission of nter-Resin that it had paid the same. That Bank of America has asked nter-Resin to submit documents required by the letter of credit and eventually has paid the proceeds thereof, did not obviously make it a confirming bank. The fact, too, that the draft required by the letter of Letters of Credit
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credit is to be drawn under the account of General Chemicals only means that the same has to be presented to Bank of Ayudhya (issuing bank) for payment. t may be significant to recall that the letter of credit is an engagement of the issuing bank, not the advising bank, to pay the draft. As an advising or notifying bank, Bank of America did not incur any obligation more than just notifying nter-Resin of the Letter of Credit issued in its favor, let alone to confirm the letter of credit. Bringing the letter of credit to the attention of the seller is the primordial obligation of an advising bank. The view that Bank of America should have first checked the authenticity of the letter of credit with Bank of Ayudhya, by using advanced mode of business communication, before dispatching the same to nter-Resin finds no real support, since, as an advising bank, Bank of America is only bound to check the "apparent authenticity of the letter of credit, which it did.
Second ssue: Bank of America may recover what is has paid under the letter of credit when the corresponding draft for partial availment thereunder and the required document therefor were later negotiated with it by nter-Resin. This kind of transaction is what is commonly referred to as a discounting arrangement. This time, Bank of America, has acted independently as a negotiating bank, thus saving nter-Resin from the hardship of presenting the documents directly to Bank of Ayudhya to recover payment. As a negotiating bank, Bank of America has a right of recourse against the issuer bank and until reimbursement is obtained, nter-Resin, as the drawer of the draft, continues to assume a contingent liability thereon. nter-Resin admits having received payment from Bank of America on the letter of credit transaction and in having executed the corresponding draft. That payment to nter- Resin has given Bank of America the right of reimbursement from the issuing bank, Bank of Ayudhya which, in turn, could then seek indemnification from the buyer, General Chemicals. Since Bank of Ayudhya disowned the letter of credit, Bank of America may now turn to nter-Resin for restitution.
ReIiance Commodities Inc. v. Daewoo IndustriaI Co., Ltd. December 17, 1993
GR. No. 100831 Facts: Reliance Commodities nc. (Reliance) and Daewoo ndustrial Co., Ltd. (Daewoo) entered into a contract of sale under the terms of which the latter took to ship and deliver to the former 2,000 metric tons of foundry pig iron. Upon arrival in Manila, the subject cargo was found to be short of 135.655 metric tons as only 1,864.345 metric tons were discharged and delivered to Reliance. Another contract was entered into between the same parties for the purchase of another 2,000 metric tons of foundry pig iron. Daewoo acknowledged the short shipment under the first contract and bound itself to reduce the price for succeeding orders. However, the contract was not consummated and was later superseded by another contract wherein the payment of the shipment should be made by an irrevocable letter of credit. Thereafter, Reliance, through its Mrs. Samuel Chuason, filed with the China Banking Corporation, an application for a letter of credit in favor of Daewoo covering the amount of the shipment for the latest contract. The application Letters of Credit
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was endorsed to the ron and Steel Authority (SA) for approval but the application was denied. Reliance was instead asked to submit purchase orders from end-users to support its application for a letter of credit. However, Reliance was not able to raise purchase orders for 2,000 metric tons, thus Daewoo rejected the proposed letter of credit. Subsequently, Daewoo learned that the failure of Reliance to open the letter of credit as stipulated in the latest contract was due to the fact that Reliance had already exceeded its foreign exchange allocation for the year. Because of the failure of Reliance to comply with its undertaking, Daewoo was compelled to sell the cargo to another buyer at a lower price, to cut losses and expenses Daewoo had begun to incur due its inability to ship it to Reliance under their contract. Reliance then wrote to Daewoo requesting for the amount representing the value of the short delivery of foundry pig iron under their first contract. After no response from Daewoo, Reliance filed an action for damages it, which the former responded with a counterclaim for damages contending that the latter was guilty of breach of contract when it failed to open a letter of credit as required under their latest contract. The trial court ruled that Daewoo is liable for the amount of the short delivered goods pursuant to the first contract and also held that Reliance is in turn liable for breach of contract for its failure to open a letter of credit. Reliance appealed the second part of the trial court's decision but the Court of Appeals affirmed such decision. Hence this present petition wherein Reliance contends that its failure to open a letter of credit was due to the failure of Daewoo to accept the purchase order which fell short of 2,000 metric tons. t further contends that the opening of the letter of credit was a condition precedent to the effectivity of the contract between them and since such condition did not happen, there was no contract to speak of and Reliance should not be liable for damages.
ssue: Whether or not the failure of Reliance to open a letter of credit make it liable to Daewoo for damages
Ruling: The court considers that under the instrument, the opening of a letter of credit upon application of Reliance was not a condition precedent for the birth of the obligation of Reliance to purchase foundry pig iron from Daewoo. We agree with the Court of Appeals that Reliance and Daewoo, having reached "a meeting of minds in respect of the subject matter of the contract (2,000 metric tons of foundry pig iron with a specified chemical composition), the price thereof (US $380,600.00) and other principal provisions, "they had a perfected contract. The failure of Reliance to open, the appropriate letter of contract did not prevent the birth of the contract and neither did such failure extinguish that contract. The opening of the letter of credit in favor of Daewoo was an obligation of Reliance and the performance of that obligation by Reliance was condition for enforcement of the reciprocal obligation of Daewoo to ship the subject matter of the contract to Reliance. But the contract itself between Reliance and Daewoo had already sprung into legal existence and was enforceable. We believe and so hold that failure of a buyer seasonably to furnish an agreed letter of credit is a breach of the contract between the Letters of Credit
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buyer and seller. Where the buyer fails to open a letter of credit as stipulated, the seller or exporter is entitled to claim damages for such breach. Damages for failure to open a commercial credit may, in appropriate cases, include the loss of profit which the seller would reasonably have made had the transaction been carried out.
Rodzzen Suppy Co., Inc. v. Far East Bank and Trust Co. May 9, 2001
G.R. No. 109087 Facts: Rodzssen Supply, Co., nc. (Rodzssen) opened with Far East Bank and Trust Co., (Far East) a 30-day domestic letter of credit for Php 190,000.00 in favor of Ekman and Company, nc. (Ekman) for the purchase of five hydraulic loaders. Subsequent amendments were made which extended the validity of the letter of credit to 8 months. Three units of the hydraulic loaders were first shipped and were subsequently paid by Rodzssen before the expiry date of the letter of credit. The shipment of the remaining two units of hydraulic loaders valued at Php 76,000.00 was received by Rodzssen before the expiry date of the letter of credit. Ekman presented the documents evidencing the second shipment also before the expiration the letter of credit, however, when Far East demanded reimbursement for the payment made, Rodzssen refused without any valid reason. Far East filed a complaint for specific performance against Rodzssen praying for the payment of the value of the two hydraulic loaders with interest. Rodzssen, in its answer, contended that Far East had no cause of action against it as there was a breach of contract by the latter who paid Ekman, knowing that the delivery of the two hydraulic loaders were made after the expiry of the subject letter of credit, thereby making such a payment in bad faith. Also, Rodzssen offered to return the subject hydraulic loaders to Far East, but the latter refused to take possession of it. The trial court ruled in favor of Far East based on its findings that the failure of Rodzssen to directly pay Ekman for the value of the subject two units lead to the demand by the latter from Far East for it to pay in behalf of the former. n the honest belief of Far East that it was still under obligation to Ekman for said amount, considering that it had presented all the necessary documents, the former voluntarily paid the said amount to the latter. The trial court ruled that the voluntary and lawful act of payment gave rise to a quasi- contract between Far East and Rodzssen and if Rodzssen should escape liability for said amount, the result would allow it to enrich itself at Far East's expense. On appeal, CA rejected Rodzssen's allegation of bad faith and negligence to Far East for paying the subject two units which has been delivered after the expiration of the letter of credit.
ssue: Whether or not a banking institution may pay a letter of credit which has already expired or has been cancelled
Ruling: Clearly, the bank paid Ekman when the former was no longer bound to do so under the subject Letter of Credit. The records show that Far East paid the latter for the two hydraulic Letters of Credit
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loaders five months after the expiration of the Letter of Credit. The subject letter of credit had become invalid upon the lapse of the period fixed therein. Thus, Far East should not have paid Ekman; it was not obliged to do so. However, Rodzssen should pay Far East the amount the latter expended for the equipment belatedly delivered and voluntarily received and kept by the former. when both parties to a transaction are mutually negligent in the performance of their obligation, the fault of one cancels the negligence of the other, as in this case, their rights and obligations may be determined equitably under the law proscribing unjust enrichment.
Ramon L. Abad v. Court of AppeaIs January 22, 1990
G.R. No. 42735 Facts: Southeast Timber Co. (Phils.), nc. (previously TOMCO, nc.), was granted by the Philippinr Commercial and ndustrial Bank (PCB), a domestic letter of credit for Php 80,000.00 in favor of Oregon ndustries, nc.(Oregon), to pay for one Skagit Yarder with accessories. PCB paid to Oregon the cost of machinery against a bill of exchange for the same amount. After making the required marginal deposit of Php 28,000.00, TOMCO signed and delivered to the bank a trust receipt. Such trust receipt was guaranteed by Ramon Aban and promised to pay the obligation jointly and severally with TOMCO, nc. The bank defaulted payment of the amount and was consequently sued by the bank for the payment of the value of the letter of credit and interests therein amounting to Php 125,766.13. TOMCO did not deny its liability to PCB but alleged that inasmuch as it made a marginal deposit, such amount should have been deducted from its principal obligation on which the bank should have computed the interest, bank charges and attorney's fees. The trial court rendered judgment in favor of PCB ordering TOMCO nc. and Abad to pay jointly and severally the amount prayed for by the bank. Abad appealed to the Court of Appeals which affirmed in toto the decision of the trial court.
ssue: Whether or not the marginal deposit in the possession of the bank should first be deducted from its principal obligation before computing the interest and other charges due
Ruling: The marginal deposit requirement is a Central Bank measure to cut off excess currency liquidity which would create inflationary pressure. t is a collateral security given by the debtor and is supposed to be returned to him upon his compliance with his secured obligation. Consequently, the bank pays no interest on the marginal deposit, unlike an ordinary bank deposit which earns interest in the bank. t is only fair then that the importer's marginal deposit should be set off against his debt, for while the importer earns no interest on his marginal deposit, the bank, apart from being able to use said deposit for its own purposes, Letters of Credit
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also earns interest in the money it loaned to the importer. t would be onerous to compute interest and other charges on the face value of the letter of credit which the bank issued, without first crediting or setting off the marginal deposit which the importer paid to the bank. Compensation is proper and should take effect by operation of law because the requisites in Article 1279 of the Civil Code are present and should extinguish both debts to the concurrent amount. Although Abad is only a surety, he may set up compensation as regards what the creditor owes the principal debtor, TOMCO.
ConsoIidated Bank and Trust Corporation v. Court of AppeaIs April 19, 2001
G.R. No. 114286 Facts: Continental Cement Corporation (Continental) and Gregory Lim (Lim) obtained from Consolidated Bank and Trust Corporation (Consolidated) a Letter of Credit in the amount of Php1,068,150.00. On the same day, Continental paid a marginal deposit of Php320,445.00 to Consolidated. The letter of credit was used to purchase around 5,000 liters of bunker fuel oil from Petrophil Corporation. n relation to the same transaction, a trust receipt was executed by Continental, with Lim as signatory. Claiming that Continental failed to turn over the goods covered by the trust receipts or the proceeds thereof, Consolidated filed a complaint for the sum of money with application for preliminary attachment. n answer, Continental claimed that the transaction between them was a simple loan and not a trust receipt transaction and that the amount claimed by Consolidated did not take into account payments already made by them. Furthermore, in a Supplemental Answer, Continental prayed for reimbursement of alleged overpayment to Consolidated of the amount of Php490, 228.90. The trial court rendered its decision dismissing the complaint and ordering Consolidated to pay Continental the amount overpaid by the latter. The Court of Appeals partially modified the decision by deleting the award of attorney's fees.
ssues: 1. Whether or not the subject transaction is a trust receipt transaction or a simple loan. 2. Whether or not marginal deposit must be deducted outright from the amount of the letter of credit.
Ruling:
First ssue: The recent case of Colinares v. Court of Appeals appears to be the foursquare with the facts obtaining in the case at bar. There, we found that inasmuch as the debtor received the goods subject of the trust receipt before the trust receipt itself was entered into, the transaction in question was a simple loan and not a trust receipt agreement. Prior to the date of execution of the trust receipt, ownership over the goods was already transferred to the debtor. This situation is inconsistent with what normally obtains in a pure trust receipt transaction, wherein the goods belong in ownership to the bank and are only released to the importer in trust after the loan is granted. Letters of Credit
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n the case at bar, the delivery to Continental of the goods subject of the trust receipt occurred before the trust receipt itself was executed. More specifically, delivery of the bunker fuel oil to Continental's Bulacan plant was made two months prior the execution of the subject trust receipt.
Second ssue: Consolidated argues that the marginal deposit should be considered only after computing the principal plus accrued interests and other charges. However, to sustain such contention would be to countenance a clear case of unjust enrichment, for while a marginal deposit earns no interest in favor of the debtor- depositor, the bank is not only able to use the same for its own purposes, interest-free, but is also able to earn interest on the money loaned to Continental. ndeed, it would be onerous to compute interest and other charges on the face value of the letter of credit which Consolidated issued, without first crediting or setting off the marginal deposit which Continental paid to it. Compensation is proper and should take effect by operation of law because requisites in Article 1279 1 of the Civil Code are present and should extinguish both debts to the concurrent amount.
1 ArL 1279 ln order LhaL compensaLlon may be proper lL ls necessary 1 1haL each one of Lhe obllgors be bound prlnclpally and LhaL he be aL Lhe same Llme prlnclpal credlLor of Lhe oLher 2 1haL boLh debLs conslsLs ln a sum of money or Lhe Lhlngs due are consumable Lhey be of Lhe same klnd and also of Lhe same quallLy lf Lhe laLLer has been sLaLed 3 1haL Lhe Lwo debLs be due 4 1haL Lhey be llquldaLed and demandable 3 1haL over nelLher of Lhem Lhere be any reLenLlon or conLroversy commenced by Lhlrd persons and communlcaLed ln due Llme Lo Lhe debLor Hence, the interests and other charges on the subject letter of credit should be computed only on the balance which was the portion actually loaned by the bank to Continental.
etropoIitan Waterworks and Sewerage System v. HonorabIe ReynaIdo B. Daway June 21, 2004
G.R. No. 160732 Metropolitan Waterworks and Sewerage System (MWSS) granted Maynilad Water Services, nc. (Maynilad) under a Concession Agreement a twenty-year period to manage, operate, repair, decommission and refurbish the existing MWSS water delivery and sewerage services in the West Zone Service Area. To secure the concessionaire's performance of its obligations under the agreement, Maynilad was required to put up a bond, bank guarantee or other security acceptable to MWSS. n compliance with the requirement, Maynilad arranged for a three-year facility with a number of foreign banks for the issuance of an rrevocable Standyby Letter of Credit in the amount of US$120,000,000 in favor of MWSS for the full and prompt performance of Maynilad's obligation to the former. While the agreement was still in effect, Maynilad requested MWSS for a mechanism by which it hoped to recover present and future losses as a result of the depreciation of the Philippine peso against the US dollar. However, with its request not having met, Maynilad issued a Force Majeure Notice and unilaterally suspended the payment of the concession fees. n an effort to salvage the Concession Agreement, the parties entered into a
Letters of Credit
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Memorandum of Agreement and the subsequent amendment of the Concession Agreement. However, Maynilad served upon MWSS a Notice of Event of Termination, claiming that MWSS failed to comply with its obligation under the Concession Agreement and its Amendment regarding the adjustment mechanism that would cover Maynilad's foreign exchange losses and it consequently filed a Notice of Early Termination which the latter challenged. The matter was brought before the Appeals Panel, and it ruled n favor of MWSS stating that that there was no Event of Termination as defined under the Concession Agreement and that Maynilad should pay the concession fees that had fallen due. The decision of the Appeals Panel became final and executor and MWSS submitted a written notice to Citicorp nternational Limited, as agent for the participating banks, that it was drawing on the rrevocable Standby Letter of Credit and demanded that payment of the fees already due. Prior to the finality of the decision, Maynilad filed a petition for rehabilitation which resulted in the issuance of the Stay Order by Judge Reynaldo Daway and the its order to withdraw the certification/notice to draw from the rrevocable Standby Letter of Credit.
ssue: Whether or not a rehabilitation court can enjoin a party from seeking payment from banks that issued an rrevocable Standby Letter of Credit in its favor
Ruling: First, the claim is not one against the debtor but against an entity that Maynilad has procured to answer for its nonperformance of certain terms and conditions of the Concession Agreement, particularly the payment of concession fees. Secondly, Sec.6 of Rule 4 of the nterim Rules does not enjoin the enforcement of all claims against guarantors and sureties, but only those claims against guarantors and sureties who are not solidarily liable with the debtor. Maynilad's claim that the banks are not solidarily liable with the debtor did not find support in jurisprudence. Letters of credit were developed for the purpose of insuring to a seller payment of a definite amount upon the presentation of documents and is thus a commitment by the issuer that the party in whose favor it is issued and who can collect upon it will have his credit against the applicant of the letter, duly paid in the amount specified in the letter. They are in effect absolute undertakings to pay the money advanced or the amount for which credit is given on the faith of the instrument. They are primary obligations and not accessory contracts and while they are security arrangements, they are not converted thereby into contracts of guaranty. The participating bank's obligation is solidary with Maynilad in that it is primary, direct, definite and an absolute undertaking to pay and is not conditioned on the prior exhaustion of the debtor's assets. These are the same characteristics of a surety or solidary obligor. Judge Daway, therefore, exceeded his jurisdiction, in holding that he was competent to act on the obligation of the banks under the Letter of Credit under the argument that this Letters of Credit
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was not a solidary obligation with that of the debtor. Being a solidary obligation, the letter of credit id excluded from the jurisdiction of the rehabilitation court and therefore enjoining MWSS from proceeding against the Standby Letter of Credit to which it had a clear right under the law and the terms of said Standby Letter of Credit, Judge Daway acted in excess of his jurisdiction.
TransfieId PhiIippines, Inc. v. Luzon Hydro Corporation November 22, 2004
G.R. No. 146717 Facts: Transfield Philippines, nc.(Transfield) and Luzon Hydro Corporation (LHC) entered into a Turnkey Contract whereby Transfield, as Turnkey Contractor, undertook to construct a seventy (70)-Megawatt hydro-electric power station. The Turnkey Contract provides, among others, that: (2) Transfield is entitled to claims extensions of time (EOT) for reasons enumerated in the Turnkey Contract. Further, in case of dispute, the parties are bound to settle their difference through mediation, conciliation and such other means enumerated under Clause 20.3 of the Turnkey Contract. To secure the performance of Transfield's obligation, it opened in favor of LHC two standy letters of credit with the local branch of Australia and New Zealand Banking Limited (ANZ Bank) and Security Bank Corporation (SBC). n the course of the construction, Transfield sought various EOT to complete the project. The extensions were requested allegedly due to several factors which prevented the completion of the project on target date which gave rise to a series of legal actions between the parties. LHC filed a Request for Arbitration before the Construction ndustry Arbitration Commission (CAC) and then before the nternational Chamber of Commerce. Transfield, anticipating that LHC would call on the securities, advised ANZ Bank and SBC of the arbitration proceedings already pending before the CAC and CC in connection with the alleged default in the performance of its obligation. Despite the letters of the former, however, both banks informed it that they would pay on the securities if and when LHC calls on them. Subsequently, LHC declared Transfield in default /delay in the performance of its obligation and demanded the payment of US$75,000.00 for each day of delay until actual completion of the project. At the same time, LHC served notice that it would call on the securities for the payment of liquidated damages for the delay. Transfield filed a Complaint for Injunction, with prayer for temporary restraining order and writ of preliminary injunction to restrain LHC from calling on the securities and the banks from transferring, paying on, or in any manner disposing the securities or any renewals or substitutes thereof. The RTC issued a 72-hour temporary restraining order which was extended for a period of 17 days after the commencement of appropriate proceedings. However, after trial, the RTC issued an Order denying Transfield's application for a writ of preliminary injunction ruling that it has no legal right and suffered no irreparable injury to justify the issuance of the writ. Employing the Letters of Credit
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principle of "independent contract in letters of credit, the trial court ruled that LHC should be allowed to draw on the securities for liquidated damages. The trial court further ruled that the banks were mere custodians of the funds and as such they were obligated to transfer the same to the beneficiary for as long as the latter could submit the required certification of its claims. On appeal, the Court of Appeals, in its Resolution, issued a temporary restraining order. However, the appellate court failed to act on the application for preliminary injunction until the temporary restraining order expired, which gave the opportunity for LHC to withdraw a total amount of US$4,950,000.00 from ANZ Bank upon its expiration. Then the Court of Appeals affirmed the decision of the trial court.
ssue: Whether or not the "independence principle or the "fraud exception rule in letters of credit is applicable in the present case
Ruling: Article 3 of the Uniform Customs and Practice provides that credits, by their nature are separate transactions from sales or other contract(s) on which they may be based and banks are in no way concerned with or bound by such contract(s), even if any reference whatsoever to such contract(s) is included in the credit. Consequently, the undertaking of a bank to pay, accept and pay draft(s) or negotiate and/or fulfill any other obligation under the credit is not subject to claims or defenses by the applicant resulting from his relationships with the issuing bank or the beneficiary. A beneficiary can in no case avail himself of the contractual relationships existing between the banks and or between the applicant and the issuing bank. Thus, the engagement of the issuing bank is to pay the seller or beneficiary of the credit once the draft and the required documents are presented to it. The so-called "independence principle assures the seller or the beneficiary of prompt payment independent of any breach of the main contract and precludes the issuing bank from determining whether the main contract is actually accomplished or not. n a letter of credit, such as in this case, where the credit is stipulated as irrevocable, there is definite undertaking by the issuing bank to pay the beneficiary provided that the stipulated documents are presented and the conditions of the credit are complied with. Precisely, the independence principle liberates the issuing bank from the duty of ascertaining compliance by the parties in the main contract. As the principle's nomenclature clearly suggests, the obligation under the letter of credit is independent of the related and originating contract. n brief, the letter of credit is separate and distinct from the underlying transaction. With regard to the issue in relation to the prayer of injunction to restrain the alleged wrongful draws on the securities, the Supreme Court held that most writers agree that fraud is an exception to the independence principle and the remedy for fraudulent abuse is an injunction. However, injunction should not be granted unless: (a) there is clear proof of fraud; (b) the fraud constitutes fraudulent abuse of the independent purpose of the letter of credit and not only fraud under the main agreement, and (c) irreparable injury might follow if injunction is not granted or the recovery of damages would be seriously damaged. Letters of Credit
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Before a writ of preliminary injunction may be issued, there must be a clear showing by the complaint that there exists a right to be protected and that the acts against which the writ is to be directed are violative of the said right. t must be shown that the invasion of the right sought to be protected is material and substantial, that the right of complainant is clear and unmistakable and that there is an urgent and paramount necessity for the writ to prevent serious damage. Moreover, an injunctive remedy may only be resorted to when there is a pressing necessity to avoid injurious consequences which cannot be remedied under any standard compensation. n the instant case, Transfield failed to show that it has a clear and unmistakable right to restrain LHC's call on the securities which would justify the issuance of preliminary injunction. By Transfield's own admission, the right of LHC to call on the securities was contractually rooted and subject to the express stipulations in the Turnkey Contract. ndeed, the Turnkey Contract is plain and unequivocal in that in conferred upon LHC the right to draw upon the securities in case of default. The pendency of the arbitration proceedings would not per se make LHC's draws on the securities wrongful or fraudulent for there was nothing in the contract which would indicate that the parties intended that all disputes regarding delay should first be settled through arbitration before LHC would be allowed to call upon the securities. t is therefore premature and absurd to conclude that the draws on the securities were outright fraudulent given the fact that the CC and CAC have not ruled with finality on the existence of default.
Bank of Commerce v. Teresita S. Serrano February 16, 2005
G.R. No. 151895 Facts: Via Moda nternational, represented by Teresita S. Serrano (Serrano), obtained an export packing loan from Bank of Commerce (BOC) for Php1, 382,250. Thereafter, BOC issued to Via Moda an rrevocable Letter of Credit for the purchase and importation of fabric and textile product from Tiger East Fabric Co. Ltd. of Taiwan. To secure the release of the goods covered, Serrrano executed a trust receipt. The goods covered by the trust receipt were shipped by Via Moda to its consignee in New Jersey, USA. The proceeds of the entrusted goods were not credited to the trust receipt, but were applied by the bank to the principal, penalties and interest of the export packing loan and the remainder to the trust receipt. Serrano failed in the subsequent payment of the trust receipt. BOC sent a demand letter to Via Moda to pay the remaining amount plus interest and penalty charges, or return the goods covered by the trust receipt, which demand was not heeded. Thus, BOC filed a complaint against Serrano, charging the latter with the crime of estafa, in relation to PD 115. The trial court rendered judgment in favor of BOC, but was reversed by the Court of Appeals. The appellate court held that the element of misappropriation or conversion in violation of PD 115, in relation to the crime of estafa, was absent in this case, and acquitted Serrano and deleting her civil liability.
Letters of Credit
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ssue: Whether or not Serrano is jointly and severally liable with Via Moda under the Guarantee Clause of the Letter of Credit secured by the Trust Receipt
Ruling: A letter of credit is a separate document from a trust receipt. While a trust receipt may have been executed as a security on the letter of credit, still the two documents involve different undertakings and obligations. A letter of credit id an engagement by a bank or other person made at the request of a customer that the issuer will honor drafts and other demands for payment upon the compliance with the conditions specified in the credit. Through a letter of credit, the bank merely substitutes its own promise to pay for the promise to pay off one of its customers who in return promises to pay the bank the amount of funds mentioned in the letter of credit plus credit or commitment fees mutually agreed upon. By contrast, a trust receipt transaction is one where the entruster, who holds an absolute title or security interests over certain goods, documents or instruments, released the same to the entrustee, who executes a trust receipt binding himself to hold the goods, documents or instruments in trust for the entruster and to sell or otherwise dispose of the goods, documents or instruments, with the obligation to turn over to the entruster the proceeds thereof to the extent of the amount owing to the entruster, or as appears in the trust receipt, or return the goods, documents or instrument themselves if they are unsold, or not otherwise disposed of, in accordance with the terms and conditions specified in the trust receipt.
Land Bank of the PhiIippines v. onet's Export and anufacturing Corporation March 10, 2005
G.R. No. 161865 Facts: Land Bank of the Philippines (Land Bank) and Monet's Export and Manufacturing Corporation (Monet) executed an Export Packing Credit Line Agreement under which Monet was given a credit line of Php250,000.00 secured by the proceeds of its export letters of credit, the continuing surety of the Spouses Vicente S. Tagle, Sr. and Ma. Consuelo G. Tagle and the third party mortgage executed by Pepita C. Mendigoria. The credit line agreement was renewed and amended several times until it was increased to Php5,000,000.00. Owing to the continued failure and refusal of Monet, notwithstanding repeated demands, to pay its indebtedness, Land Bank filed a complaint for collection of sum of money with prayer of preliminary attachment. n their joint answer with Compulsory Counterclaim, Monet and the Spouses Tagle alleged that Land Bank failed and refused to collect the receivables on their export letter of credit against Wishbone Trading Company of Hong Kong, while it made unauthorized payments on their import letter of credit to Beautilike (H.K.) Ltd., which seriously damaged the business interest of Monet. The trial court rendered a decision holding Monet, the Spouses Tagle and Mendigoria jointly and severally liable for its obligation to Land Bank, but granted the counterclaim of the former. On appeal, the Court of Appeals affirmed the decision of the trial court, when it found out that Land Bank was responsible for the mismanagement of the Letters of Credit
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Wishbone and Beautilike accounts of Monet. t held that because of the non-collection and unauthorized payment made by Land Bank on behalf of Monet, and considering that the latter could no longer draw from its credit line with Land Bank, it suffered from the lack of financial resources sufficient to buy the needed materials to fill up the standing orders of its customers.
ssue: Whether or not Land Bank is liable for its unauthorized payment to the Beautilike account of Monet
Ruling: We find merit in the contention of Land Bank that, as the issuing bank in the Beautilike transaction involving a import letter of credit, it only deals in documents and it is not involved in the contract between the parties. The relationship between the beneficiary and the issuer of a letter of credit is not strictly contractual, because both privity and a meeting of the minds are lacking. Thus, upon receipt Land Bank of the documents of title which conform with what the letter of credit requires, it is duty bound to pay the seller, as it did in this case. Thus, no fault or acts of mismanagement can be attributed to Land Bank relative to Monet's import letter of credit. ts actions find solid footing on the legal principles and jurisprudence. Consequently, it was error for the trial court and for the Court of Appeals to grant opportunity losses to Monet on this account.