An independent undertaking that pays on documents, not on the underlying dispute.
Esshaki Legal Media TeamCurrent as of September 2024
A standby letter of credit is an undertaking by an issuer to pay a beneficiary
on presentation of specified documents. Its defining characteristic is
independence from the underlying transaction.
The independence principle. The issuer pays against conforming documents
regardless of disputes between applicant and beneficiary. That is what makes the
instrument valuable as security and frustrating to applicants.
Strict compliance. Documents must conform to the terms. Discrepancies —
wrong name, missing statement, expired credit — justify dishonour, and the
issuer must give notice of discrepancies within a defined period or lose the
right to assert them.
The fraud exception. A court may enjoin honor where the presentation is
fraudulent or forged and there is no colorable basis for it. The standard is
high and injunctions are rare, and courts require security from the applicant.
Evergreen clauses. Automatic renewal unless the issuer gives notice of
non-renewal a stated period before expiry. Beneficiaries should have a right to
draw on receipt of a non-renewal notice.
Governing rules. International practice rules or the commercial code, which
should be specified.
Applicant considerations. The credit is usually secured by cash or a
borrowing base reduction, and reimbursement is immediate on honor. Objections
belong in a separate action against the beneficiary, after payment.