Sec. 42a-5-111. Remedies. (a) If an issuer wrongfully dishonors or repudiates its
obligation to pay money under a letter of credit before presentation, the beneficiary,
successor or nominated person presenting on its own behalf may recover from the issuer
the amount that is the subject of the dishonor or repudiation. If the issuer's obligation
under the letter of credit is not for the payment of money, the claimant may obtain
specific performance or, at the claimant's election, recover an amount equal to the value
of performance from the issuer. In either case, the claimant may also recover incidental
damages and, if appropriate under the circumstances, consequential damages. The
claimant is not obligated to take action to avoid damages that might be due from the
issuer under this subsection. If, although not obligated to do so, the claimant avoids
damages, the claimant's recovery from the issuer must be reduced by the amount of
damages avoided. The issuer has the burden of proving the amount of damages avoided.
In the case of repudiation the claimant need not present any document.
(b) If an issuer wrongfully dishonors a draft or demand presented under a letter of
credit or honors a draft or demand in breach of its obligation to the applicant, the applicant
may recover damages resulting from the breach, including incidental damages and, if
appropriate under the circumstances, consequential damages, less any amount saved as
a result of the breach.
(c) If an adviser or nominated person other than a confirmer breaches an obligation
under this article or an issuer breaches an obligation not covered in subsection (a) or
(b) of this section, a person to whom the obligation is owed may recover damages
resulting from the breach, including incidental but not consequential damages, less any
amount saved as a result of the breach. To the extent of the confirmation, a confirmer
has the liability of an issuer specified in this subsection and subsections (a) and (b) of
this section.
(d) An issuer, nominated person or adviser who is found liable under subsection
(a), (b) or (c) of this section shall pay interest on the amount owed thereunder from the
date of wrongful dishonor or other appropriate date.
(e) Reasonable attorney's fees and other expenses of litigation may be awarded to
the prevailing party in an action in which a remedy is sought under this article.
(f) Damages that would otherwise be payable by a party for breach of an obligation
under this article may be liquidated by agreement or undertaking, but only in an amount
or by a formula that is reasonable in light of the harm anticipated.
(1959, P.A. 133, S. 5-111; P.A. 96-198, S. 11.)
History: P.A. 96-198 entirely replaced former provisions re warranties of transfer and presentment with provisions re
remedies, in part a restatement of Sec. 42a-5-115, revised to 1995.
See Sec. 42a-5-110 for successor provisions to Sec. 42a-5-111, revised to 1995, re warranties.
Cited. 173 C. 492, 498.
Sec. 42a-5-112. Transfer of letter of credit. (a) Except as otherwise provided in
section 42a-5-113, unless a letter of credit provides that it is transferable, the right of a
beneficiary to draw or otherwise demand performance under a letter of credit may not
be transferred.
(b) Even if a letter of credit provides that it is transferable, the issuer may refuse to
recognize or carry out a transfer if: (1) The transfer would violate applicable law; or (2)
the transferor or transferee has failed to comply with any requirement stated in the letter
of credit or any other requirement relating to transfer imposed by the issuer which is
within the standard practice referred to in subsection (e) of section 42a-5-108 or is
otherwise reasonable under the circumstances.
(1959, P.A. 133, S. 5-112; P.A. 96-198, S. 12.)
History: P.A. 96-198 entirely replaced former provisions re the time allowed for honor or rejection, the withholding
of honor or rejection by consent and the definition of "presenter" with provisions re the transfer of a letter of credit, in part
a restatement of Sec. 42a-5-116(1), revised to 1995.
See Secs. 42a-5-102(a)(12) and 42a-5-108(b), (c) and (h) for successor provisions to Sec. 42a-5-112, revised to 1995,
re time allowed for honor or rejection, withholding honor or rejection by consent and the definition of "presenter".
Cited. 173 C. 492, 498.
Sec. 42a-5-113. Transfer by operation of law. (a) A successor of a beneficiary
may consent to amendments, sign and present documents, and receive payment or other
items of value in the name of the beneficiary without disclosing its status as a successor.
(b) A successor of a beneficiary may consent to amendments, sign and present
documents, and receive payment or other items of value in its own name as the disclosed
successor of the beneficiary. Except as otherwise provided in subsection (e) of this
section, an issuer shall recognize a disclosed successor of a beneficiary as beneficiary
in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard
practice referred to in subsection (e) of section 42a-5-108 or, in the absence of such a
practice, compliance with other reasonable procedures sufficient to protect the issuer.
(c) An issuer is not obliged to determine whether a purported successor is a successor
of a beneficiary or whether the signature of a purported successor is genuine or authorized.
(d) Honor of a purported successor's apparently complying presentation under subsection (a) or (b) of this section has the consequences specified in subsection (i) of
section 42a-5-108 even if the purported successor is not the successor of a beneficiary.
Documents signed in the name of the beneficiary or of a disclosed successor by a person
who is neither the beneficiary nor the successor of the beneficiary are forged documents
for the purposes of section 42a-5-109.
(e) An issuer whose rights of reimbursement are not covered by subsection (d) of
this section or substantially similar law and any confirmer or nominated person may
decline to recognize a presentation under subsection (b) of this section.
(f) A beneficiary whose name is changed after the issuance of a letter of credit has
the same rights and obligations as a successor of a beneficiary under this section.
(1959, P.A. 133, S. 5-113; P.A. 96-198, S. 13.)
History: P.A. 96-198 entirely replaced former provisions re indemnities to induce honor, negotiation or reimbursement
with provisions re transfer by operation of law.
Cited. 173 C. 492, 498.
Sec. 42a-5-114. Assignment of proceeds. (a) In this section, "proceeds of a letter
of credit" means the cash, check, accepted draft or other item of value paid or delivered
upon honor or giving of value by the issuer or any nominated person under the letter of
credit. The term does not include a beneficiary's drawing rights or documents presented
by the beneficiary.
(b) A beneficiary may assign its right to part or all of the proceeds of a letter of
credit. The beneficiary may do so before presentation as a present assignment of its right
to receive proceeds contingent upon its compliance with the terms and conditions of
the letter of credit.
(c) An issuer or nominated person need not recognize an assignment of proceeds
of a letter of credit until it consents to the assignment.
(d) An issuer or nominated person has no obligation to give or withhold its consent
to an assignment of proceeds of a letter of credit, but consent may not be unreasonably
withheld if the assignee possesses and exhibits the letter of credit and presentation of
the letter of credit is a condition to honor.
(e) Rights of a transferee beneficiary or nominated person are independent of the
beneficiary's assignment of the proceeds of a letter of credit and are superior to the
assignee's right to the proceeds.
(f) Neither the rights recognized by this section between an assignee and an issuer,
transferee beneficiary or nominated person nor the issuer's or nominated person's payment of proceeds to an assignee or a third person affect the rights between the assignee
and any person other than the issuer, transferee beneficiary or nominated person. The
mode of creating and perfecting a security interest in or granting an assignment of a
beneficiary's rights to proceeds is governed by article 9 or other law. Against persons
other than the issuer, transferee beneficiary or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary's
right to proceeds and its perfection are governed by article 9 or other law.
(1959, P.A. 133, S. 5-114; P.A. 79-435, S. 54; P.A. 96-198, S. 14.)
History: P.A. 79-435 specified securities as "certificated" securities in Subsec. (2); P.A. 96-198 entirely replaced former
provisions re an issuer's duty and privilege to honor and a right to reimbursement with provisions re assignment of proceeds,
in part a restatement of Sec. 42a-5-116(2) and (3), revised to 1995.
See Secs. 42a-5-108(a) and (i) and 42a-5-109(a) for successor provisions to Sec. 42a-5-114, revised to 1995, re issuer's
duty and privilege to honor and issuer's right to reimbursement.
Cited. 173 C. 492, 498, 499, 501. Cited. 203 C. 394, 398.
Former Subsec. (1):
Cited. 203 C. 394, 398. Cited. 232 C. 294, 303.
Former Subsec. (3):
Cited. 225 C. 447, 448.
Sec. 42a-5-115. Statute of limitations. An action to enforce a right or obligation
arising under this article must be commenced within one year after the expiration date
of the relevant letter of credit or one year after the cause of action accrues, whichever
occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach.
(1959, P.A. 133, S. 5-115; P.A. 96-198, S. 15.)
History: P.A. 96-198 entirely replaced former provisions re the remedy for improper dishonor or anticipatory repudiation
with provisions re the statute of limitations for actions to enforce a right or obligation arising under this article.
See Sec. 42a-5-111 for successor provisions to Sec. 42a-5-115, revised to 1995, re remedies for improper dishonor or
anticipatory repudiation.
Cited. 173 C. 492, 493, 496, 498, 502-505.
Sec. 42a-5-116. Choice of law and forum. (a) The liability of an issuer, nominated
person or adviser for action or omission is governed by the law of the jurisdiction chosen
by an agreement in the form of a record signed or otherwise authenticated by the affected
parties in the manner provided in section 42a-5-104 or by a provision in the person's
letter of credit, confirmation or other undertaking. The jurisdiction whose law is chosen
need not bear any relation to the transaction.
(b) Unless subsection (a) of this section applies, the liability of an issuer, nominated
person or adviser for action or omission is governed by the law of the jurisdiction in
which the person is located. The person is considered to be located at the address indicated in the person's undertaking. If more than one address is indicated, the person is
considered to be located at the address from which the person's undertaking was issued.
For the purpose of jurisdiction, choice of law and recognition of interbranch letters of
credit, but not enforcement of a judgment, all branches of a bank are considered separate
juridical entities and a bank is considered to be located at the place where its relevant
branch is considered to be located under this subsection.
(c) Except as otherwise provided in this subsection, the liability of an issuer, nominated person or adviser is governed by any rules of custom or practice, such as the
Uniform Customs and Practice for Documentary Credits, to which the letter of credit,
confirmation or other undertaking is expressly made subject. If (i) this article would
govern the liability of an issuer, nominated person or adviser under subsection (a) or
(b) of this section, (ii) the relevant undertaking incorporates rules of custom or practice,
and (iii) there is conflict between this article and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in subsection (c) of section 42a-5-103.
(d) If there is conflict between this article and article 3, 4, 4a or 9, this article governs.
(e) The forum for settling disputes arising out of an undertaking within this article
may be chosen in the manner and with the binding effect that governing law may be
chosen in accordance with subsection (a) of this section.
(1959, P.A. 133, S. 5-116; P.A. 76-369, S. 6; P.A. 96-198, S. 16; June Sp. Sess. P.A. 98-1, S. 31, 121.)
History: P.A. 76-369 substituted "an account" for "a contract right" under Art. 9 in Subsec. (2); P.A. 96-198 entirely
replaced former provisions re transfer and assignment with provisions re choice of law and forum; June Sp. Sess. P.A. 98-1 made a technical change in Subsec. (c), effective June 24, 1998.
See Secs. 42a-5-112 and 42a-5-114 for successor provisions to Sec. 42a-5-116, revised to 1995, re transfer and assignment.
Cited. 173 C. 492, 498.
Sec. 42a-5-117. Subrogation of issuer, applicant and nominated person. (a) An
issuer that honors a beneficiary's presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying
obligation owed to the beneficiary and of the applicant to the same extent as if the issuer
were the secondary obligor of the underlying obligation owed to the applicant.
(b) An applicant that reimburses an issuer is subrogated to the rights of the issuer
against any beneficiary, presenter or nominated person to the same extent as if the
applicant were the secondary obligor of the obligations owed to the issuer and has the
rights of subrogation of the issuer to the rights of the beneficiary stated in subsection
(a) of this section.
(c) A nominated person who pays or gives value against a draft or demand presented
under a letter of credit is subrogated to the rights of: (1) The issuer against the applicant
to the same extent as if the nominated person were a secondary obligor of the obligation
owed to the issuer by the applicant; (2) the beneficiary to the same extent as if the
nominated person were a secondary obligor of the underlying obligation owed to the
beneficiary; and (3) the applicant to the same extent as if the nominated person were a
secondary obligor of the underlying obligation owed to the applicant.
(d) Notwithstanding any agreement or term to the contrary, the rights of subrogation
stated in subsections (a) and (b) of this section do not arise until the issuer honors the
letter of credit or otherwise pays and the rights in subsection (c) of this section do not
arise until the nominated person pays or otherwise gives value. Until then, the issuer,
nominated person and the applicant do not derive under this section present or prospective rights forming the basis of a claim, defense or excuse.
(1959, P.A. 133, S. 5-117; P.A. 96-198, S. 17; June Sp. Sess. P.A. 98-1, S. 32, 121.)
History: P.A. 96-198 entirely replaced former provisions re insolvency of a bank holding funds for documentary credit
with provisions re subrogation; June Sp. Sess. P.A. 98-1 made a technical change in Subsec. (b), effective June 24, 1998.
Cited. 173 C. 492, 498.
Sec. 42a-5-118. Security interest of issuer or nominated person. (a) An issuer
or nominated person has a security interest in a document presented under a letter of
credit to the extent that the issuer or nominated person honors or gives value for the
presentation.
(b) So long as and to the extent that an issuer or nominated person has not been
reimbursed or has not otherwise recovered the value given with respect to a security
interest in a document under subsection (a), the security interest continues and is subject
to article 9, but:
(1) A security agreement is not necessary to make the security interest enforceable
under section 42a-9-203(b)(3);
(2) If the document is presented in a medium other than a written or other tangible
medium, the security interest is perfected; and
(3) If the document is presented in a written or other tangible medium and is not a
certificated security, chattel paper, a document of title, an instrument or a letter of credit,
the security interest is perfected and has priority over a conflicting security interest in
the document so long as the debtor does not have possession of the document.
(P.A. 96-198, S. 26; P.A. 01-132, S. 144.)
History: P.A. 01-132 replaced former provisions re applicability of P.A. 96-198 with provisions re security interest of
issuer or nominated person in a document presented under a letter of credit.