Professional Documents
Culture Documents
Terminology
Origin
The name "letter of credit" derives from the French word "accréditation", a power to do something,
which derives from the Latin "accreditivus", meaning trust.
Related terms
Fundamental to all letters of credit is the principle that letters of credit deal with documents, not with
goods. Article 5 of the UCP600 explicitly states that banks deal with documents only, they are not
concerned with the goods (facts). Accordingly, if the documents tendered by the beneficiary, or his or
her agent, are in order, then in general the bank is obliged to pay without further qualifications.
Therefore the buyer bears the risk that a dishonest seller may present documents which comply with
the letter of credit and receive payment, only to later discover the documents are fraudulent.
The policies behind adopting the abstraction principle are purely commercial and reflect a party’s
expectations.
First, if the responsibility for the validity of documents was thrown onto banks, they would be
burdened with investigating the underlying facts of each transaction, and less inclined to issue
documentary credits because of the risk and inconvenience.
Second, documents required under the LC could in certain circumstances be different from those
required under the sale transaction. This would place banks in a dilemma in deciding which terms to
follow if required to look behind the credit agreement.
Third, the fact that the basic function of the credit is to provide a seller with the certainty of payment
for documentary duties suggests that banks should honor their obligation notwithstanding allegations
of buyer misfeasance.[2] Courts have emphasized that buyers always have a remedy for an action
upon the contract of sale and that it would be a calamity for the business world if a bank had to
investigate every breach of contract.
The “principle of strict compliance” also aims to make the bank’s duty of effecting payment against
documents easy, efficient and quick. Hence, if the documents tendered under the credit deviate from
the language of the credit the bank is entitled to withhold payment, even if the deviation is purely
terminological.[3] The general legal maxim de minimis non curat lex has no place in the field
Types
Import/export — The same credit can be termed an import or export LC[4] depending on whose
perspective is considered. For the importer it is termed an Import LC and for the exporter of
goods, an Export LC.
Revocable — The buyer and the bank that established the LC are able to manipulate the LC or
make corrections without informing or getting permissions from the seller. According to UCP
600, all LCs are irrevocable, hence this type of LC is obsolete.
Irrevocable — Any changes (amendment) or cancellation of the LC (except it is expired) is
done by the applicant through the issuing bank. It must be authenticated and approved by the
beneficiary.
Confirmed — An LC is said to be confirmed when a second bank adds its confirmation (or
guarantee) to honor a complying presentation at the request or authorization of the issuing
bank.
Unconfirmed — This type does not acquire the other bank's confirmation.
Restricted — Only one advising bank can purchase a bill of exchange from the seller in the
case of a restricted LC.
Unrestricted — The confirmation bank is not specified, which means that the exporter can
show the bill of exchange to any bank and receive a payment on an unrestricted LC.
Transferrable — The exporter has the right to make the credit available to one or more
subsequent beneficiaries. Credits are made transferable when the original beneficiary is a
middleman and does not supply the merchandise, but procures goods from suppliers and
arranges them to be sent to the buyer and does not want the buyer and supplier know each
other.[5]
The middleman is entitled to substitute his own invoice for the supplier's and acquire the
difference as profit.
A letter of credit can be transferred to the second beneficiary at the request of the first
beneficiary only if it expressly states that the letter of credit is "transferable". A bank is not
obligated to transfer a credit.
A transferable letter of credit can be transferred to more than one alternate beneficiary as long
as it allows partial shipments.
The terms and conditions of the original credit must be replicated exactly in the transferred
credit. However, to keep the workability of the transferable letter of credit, some figures can be
reduced or curtailed.
Amount
Unit price of the merchandise (if stated)
Expiry date
Presentation period
Latest shipment date or given period for shipment.
The first beneficiary may demand from the transferring bank to substitute for the applicant.
However, if a document other than the invoice must be issued in a way to show the applicant's
name, in such a case that requirement must indicate that in the transferred credit it will be free.
Transferred credit cannot be transferred again to a third beneficiary at the request of the second
beneficiary.
Untransferable — A credit that the seller cannot assign all or part of to another party. In
international commerce, all credits are untransferable.
Deferred / Usance — A credit that is not paid/assigned immediately after presentation, but after
an indicated period that is accepted by both buyer and seller. Typically, seller allows buyer to
pay the required money after taking the related goods and selling them.
At Sight — A credit that the announcer bank immediately pays after inspecting the carriage
documents from the seller.
Red Clause — Before sending the products, seller can take the pre-paid part of the money from
the bank. The first part of the credit is to attract the attention of the accepting bank. The first
time the credit is established by the assigner bank, is to gain the attention of the offered bank.
The terms and conditions were typically written in red ink, thus the name.
Back to Back — A pair of LCs in which one is to the benefit of a seller who is not able to
provide the corresponding goods for unspecified reasons. In that event, a second credit is
opened for another seller to provide the desired goods. Back-to-back is issued to facilitate
intermediary trade. Intermediate companies such as trading houses are sometimes required to
open LCs for a supplier and receive Export LCs from buyer.
Standby Letter of Credit: - Operates like a Commercial Letter of Credit, except that typically it
is retained as a "standby" instead of being the intended payment mechanism. UCP600 article 1
provides that the UCP applies to Standbys; ISP98 applies specifically to Standby letters of
Credit; and the United Nations Convention on Independent Guarantees and Standby letters of
Credit applies to a small number of countries that have ratified the Convention.
Pricing
Issuance charges, covering negotiation, reimbursements and other charges are paid by the applicant or
as per the terms and conditions of the LC. If the LC does not specify charges, they are paid by the
Applicant. Charge-related terms are indicated in field 71B.
Legal basis
Legal writers have failed to satisfactorily reconcile the bank’s undertaking with any contractual
analysis. The theories include: the implied promise, assignment theory, the novation theory, reliance
theory, agency theories, estoppels and trust theories, anticipatory theory and the guarantee theory.[6]
Although documentary credits are enforceable once communicated to the beneficiary, it is difficult to
show any consideration given by the beneficiary to the banker prior to the tender of documents. In
such transactions the undertaking by the beneficiary to deliver the goods to the applicant is not
sufficient consideration for the bank’s promise because the contract of sale is made before the
issuance of the credit, thus consideration in these circumstances is past. However, the performance of
an existing duty under a contract may be a valid consideration for a new promise made by the bank,
provided that there is some practical benefit to the bank[7] A promise to perform owed to a third party
may also constitute a valid consideration.[8]
Another theory asserts that it is feasible to typify letter of credit as a collateral contract for a
third-party beneficiary because three different entities participate in the transaction: the seller, the
buyer, and the banker. Because letters of credit are prompted by the buyer’s necessity and in
application of the theory of Jean Domat the cause of a LC is to release the buyer of his obligation to
pay directly to the seller. Therefore, a LC theoretically fits as a collateral contract accepted by
conduct or in other words, an implied-in-fact contract under the framework for third party beneficiary
where the buyer participates as the third party beneficiary with the bank acting as the stipulator and
the seller as the promisor. The term "beneficiary" is not used properly in the scheme of an LC because
a beneficiary (also, in trust law, cestui que use) in the broadest sense is a natural person or other legal
entity who receives money or other benefits from a benefactor. Note that under the scheme of letters
of credit, banks are neither benefactors of sellers nor benefactors of buyers and the seller receives no
money in gratuity mode. Thus is possible that a “letter of credit” was one of those contracts that
needed to be masked to disguise the “consideration or privity requirement”. As a result, this kind of
arrangement, would make letter of credit to be enforceable under the action assumpsit because of its
promissory connotation.[9]
A few countries have created statutes in relation to letters of credit. For example, most jurisdictions in
the United States (U.S.) have adopted Article 5 of the Uniform Commercial Code (UCC). These
statutes are designed to work with the rules of practice including UCP and ISP98. These rules of
practice are incorporated into the transaction by agreement of the parties. The latest version of the
UCP is the UCP600 effective July 1, 2007. Since the UCP are not laws, parties have to include them
into their arrangements as normal contractual provisions.
Risk situations
Fraud Risks
The payment will be obtained for nonexistent or worthless merchandise against presentation by
the beneficiary of forged or falsified documents.
Credit itself may be funded.
Performance of the Documentary Credit may be prevented by government action outside the
control of the parties.
Legal Risks
Possibility that performance of a documentary credit may be disturbed by legal action relating
directly to the parties and their rights and obligations under the documentary credit.
Applicant
Non-delivery of Goods
Short shipment
Inferior quality
Early / late shipment
Damaged in transit
Foreign exchange
Failure of bank viz issuing bank / collecting bank
Issuing Bank
Reimbursing Bank
no obligation to reimburse the claiming bank unless it has issued a reimbursement undertaking.
Beneficiary
See also
Bank Payment Obligation
Buyer's Credit
Documentary collection
Uniform Customs and Practice for Documentary Credits
References
1. Ficom S.A. v. Socialized Cadex [1980] 2 5. Sinclair, James. "What are the different types of
Lloyd’s Rep. 118. Letter of Credit?". Trade Finance Global. Trade
2. United City Merchants (Investments) Ltd v Finance Global. Retrieved 12 December 2014.
Royal Bank of Canada (The American Accord) 6. Finkelstein, Herman Norman (1930). Legal
[1983] 1.A.C.168 at 183 Aspects of Commercial Letters of Credit.
3. J. H. Rayner & Co., Ltd., and the Oil seeds 7. William v Roffey Brothers & Nicholls
Trading Company, Ltd. v.Ham bros Bank (contractors) Ltd
Limited [1942] 73 Ll. L. Rep. 32 8. Scotson v Pegg
4. [1] (http://www.bwtradefinance.com/letter- 9. Menendez, Andres. "Letter of Credit, its
of-credit-lc) Relation with Stipulation for the Benefit of a
Third Party". Retrieved 1 June 2013.
External links
Text of UCP 600, document, hosted at Faculty of Law, Universidade Nova de Lisboa, Portugal
(http://www.fd.unl.pt/docentes_docs/ma/mhb_MA_24705.pdf)
Letter of Credit Information, Procedure and Videos. (http://www.bwtradefinance.com/letter-
of-credit-lc/)
Letter of Credit in China. (https://www.examinechina.com/import-from-china-letter-of-credit)
Anatomy of a Letter of Credit, showing an actual negotiated letter of credit
(http://www.vulcanhammer.info/china/letter-of-credit.php)
Letters of Credit and How They Work (http://www.lancasterpollard.com/newsdetail/tci-fall-
2007-fe-letters-of-credit)
(in Persian) (http://banki.ir/danestaniha/214-general/2468-lc)
Letter of Credit, its Relation with Stipulation for the Benefit of a Third Party
(http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2019474)
AplonTrade: A free sample tool for exporting Letters of Credit by using SWIFT messages
(http://aplontrade.com/index.html#everyone)
A sample Letter of Credit (https://www.key.com/pdf/sampleloc.pdf)
A Guide to Letters of Credit, different types and how they work
(https://www.tradefinanceglobal.com/letters-of-credit)
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