Assignability of Letter of Credit Proceeds: Adapting the Code to New Commercial Practices
Stephen M. McJohn
Suffolk University Law School
Uniform Commercial Code Law Journal, Vol. 25, p. 257, 1993
The right to receive payment under a letter of credit may be assigned, even if the letter of credit prohibits assignment of proceeds. This article argues that this rule should be changed, to give effect to clauses barring assignment of proceeds. The rule made sense where letters of credit were primarily used in sales of goods transactions. In that context, the rule simply mirrored the contract law doctrine that the right to receive payment under a sales contract may be freely assigned (subject to any defenses the payor might have). But letters of credit are not used in a broader range of transactions, and are often used as a standby security device, as opposed to a primary means of payment. Where such letters of credit are more like collateral than a means of payment, the parties should be free to agree on the structure of the transaction, including limits on assignment. In addition, the parties can effectively bar assignment by drafting the conditions for drawing the letter of credit. The bar against assignment then, is both outdated and ineffective (and thereby inefficient, because the parties must expend some resources in structuring and drafting around the rule).
Number of Pages in PDF File: 14Accepted Paper Series
Date posted: August 31, 2007
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