Article

Factual Summary: Two investors agreed to become applicants on standby letters of credit issued on behalf of a company in exchange for some of the company's stock. The investors did not reserve any subrogation (assignment) rights in the agreement. When the company failed to make payment on the loans that the standbys were backing up, the beneficiary made presentation to the confirming bank and received payment, thus making the investors responsible for reimbursement.

After reimbursing the issuer, the investors brought suit against the beneficiary and the company on the ground of equitable subrogation. The trial court awarded summary judgment and attorney's fees to the beneficiary and company.


Legal Analysis:

The court found that the investors had failed to establish a right to subrogation because they had not expressly reserved one, were speculative investors in the company, had received consideration for providing the standbys, had no privity with the beneficiary, and the confirming bank had not received any rights that were assignable to them. Accordingly the court affirmed the summary judgment.

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The views expressed in this Case Summary are those of the Institute of International Banking Law and Practice and not necessarily those of ICC or the other partners in DC-PRO.