                      United States Court of Appeals,

                             Eleventh Circuit.

                               No. 95-4444.

   BANCO GENERAL RUNINAHUI, S.A., Plaintiff-Counter-Defendant-
Appellant,

                                     v.

 CITIBANK INTERNATIONAL, a division of Citibank, N.A., New York,
Defendant-Third-Party Plaintiff-Counter-Defendant-Appellant,

  R.M. WADE & CO., d.b.a. Wade Mfg. Co., Third-Party Defendant-
Counter-Claimant-Appellee.

                              Oct. 10, 1996.

Appeals from the United States District Court for the Southern
District of Florida. (No. 93-43-CIV-UUB), Ursula Ungaro Benages,
District Judge.

Before TJOFLAT and BLACK, Circuit Judges, and REAVLEY*, Senior
Circuit Judge.

     BLACK, Circuit Judge:

     Appellants Citibank International (Citibank) and Banco General

Runinahui, S.A. (Banco) appeal the district court's entry of

summary judgment in favor of R.M. Wade & Co. (Wade), arguing the

court    improperly    concluded   Citibank   had   wrongfully   dishonored

nonconforming documents Wade presented under the second of two

letters of credit issued by Banco in favor of Wade and subsequently

confirmed by Citibank.      We affirm the district court's judgment as

to all claims except those of Appellants contending the court erred

in finding Citibank barred from dishonoring the documents Wade

presented under the second letter of credit.1

     *
      Honorable Thomas M. Reavley, Senior U.S. Circuit Judge for
the Fifth Circuit, sitting by designation.
     1
      There were two presentments under the second letter of
credit. The district court granted summary judgment in favor of
                                  I. BACKGROUND

Commercial Letter of Credit

       The commercial letter of credit is a payment device often

used in international trade which permits a buyer in a transaction

to substitute its financial integrity with that of a stable credit

source,    usually   a   bank.      Alaska    Textile     Co.,    Inc.   v.   Chase

Manhattan    Bank,   N.A.,   982    F.2d     813,   815   (2d    Cir.1992).     As

described by the Second Circuit:

           In its classic form, the letter of credit is only one of
      three distinct relationships between three different parties:
      (1) the underlying contract for the purchase and sale of goods
      between the buyer ("account party") and the seller
      ("beneficiary"), with payment to be made through a letter of
      credit to be issued by the buyer's bank in favor of the
      seller; (2) the application agreement between the [issuing]
      bank and the buyer, describing the terms the issuer must
      incorporate into the credit and establishing how the bank is
      to be reimbursed when it pays the seller under the letter of
      credit;   and (3) the actual letter of credit which is the
      bank's irrevocable promise to pay the seller-beneficiary when
      the latter presents certain documents (e.g., documents of
      title, transport and insurance documents, and commercial
      invoices) that conform with the terms of the credit.

Id.

      In   some   letters    of    credit,    another     bank,   known   as   the

confirming bank, assumes the same obligations as the issuing bank.

See Fla.Stat. § 675.107(2) (1995) (a bank that confirms a credit

becomes "directly obligated on the credit to the extent of its

confirmation as though it were its issuer....").

      The key to the commercial vitality of the letter of credit is



Wade as to the first presentment but denied it as to the second
on the basis that Wade had knowingly misstated the amount due
under the second presentment by including the amount Citibank
refused to pay on the first. Since Wade has not appealed this
holding, we will address only the first presentment under the
second letter of credit.
its independence:     it is wholly separate and distinct from the

underlying contract. When the beneficiary submits documents to the

issuing/confirming bank, the bank's only duty is to examine the

documents and determine whether they are in accordance with the

terms and conditions of the credit.          Dibrell Bros. Int'l, S.A. v.

Banca Nazionale Del Lavoro, 38 F.3d 1571, 1579 (11th Cir.1994). If

the bank finds the documents to be conforming, it is then obligated

to honor a draft on the credit, independent of the performance of

the underlying contract for which the credit was issued.             Marino

Indus. Corp. v. Chase Manhattan Bank, N.A., 686 F.2d 112, 115 (2d

Cir.1982) ("It is the complete separation between the underlying

commercial transaction and the letter of credit that gives the

letter its utility in financing transactions");           Pro-Fab, Inc. v.

Vipa, Inc., 772 F.2d 847, 852-53 (11th Cir.1985) ("The bank is

obligated to look only to the requirements of the letter of credit,

not to any other activity between the parties.")

     The Uniform Customs and Practices for Documentary Credits

(UCP),   first   issued   in   1930   by   the   International   Chamber   of

Commerce and revised approximately every ten years since, is a

compilation of internationally accepted commercial practices which

may be incorporated into the private law of a contract between

parties.   Alaska Textile, 982 F.2d at 816.         Although it is not the

law, the UCP applies to most letters of credit because issuers

typically incorporate it into their credits.           Id.

Facts

     Wade engages in the business of manufacturing and marketing

irrigation products. In September 1991, Ribadalgo Agro Consultores
CIA Ltd. [Ribadalgo], Wade's Ecuadorian distributor, entered into

a contract with Wade for the purchase of a Wade irrigation system.

The parties agreed that a commercial letter of credit governed by

the UCP, Int'l Chamber of Commerce Pub. No. 400 (1983 Revision)

(UCP 400) would be used to finance Ribadalgo's purchase of the

irrigation system from Wade.

 First Letter of Credit

     On November 14, 1991, Ribadalgo obtained an irrevocable letter

of credit from Banco, a banking institution with its principal

place of business in Quito, Ecuador.    The letter of credit was in

the amount of $446,000, and named Wade as the beneficiary.      The

material terms of the letter of credit were that Wade was to ship

certain of the irrigation equipment by December 31, 1991; Wade was

to present the request for payment, including all the requisite

documents "no later than 15 days after shipment, but within the

validity of the credit";       and the letter of credit was valid

through January 28, 1992, the expiry date.    Citibank, which does

business in Miami, Florida, confirmed the letter of credit upon

Wade's request after Banco deposited $446,000 cash as collateral.

     Wade shipped the goods on December 31, 1991, and subsequently

presented the requisite documents to Citibank for payment on

January 14, 1992.   The documents contained numerous discrepancies,

but Citibank honored Wade's request for payment on January 22,

1992, without noting any deficiencies.

 Second Letter of Credit

     In April 1992, Banco issued another irrevocable letter of

credit to Ribadalgo in the amount of $400,000, again naming Wade as
the beneficiary.    The terms of this letter of credit were that Wade

was to ship certain of the irrigation equipment by June 30, 1992;

Wade was to present the request for payment, including all the

requisite documents "no later than 15 days after shipment, but

within the validity of the credit";    the expiry date of the credit

was August 4, 1992;    and partial shipments were acceptable.       After

Banco deposited $400,000 cash as collateral, Citibank confirmed the

letter of credit.    Thereafter, the letter of credit was amended to

extend the shipment date to July 30, 1992, and the expiry date to

August 21, 1992, and change the port of discharge.     All remaining

terms were unchanged.

     Wade timely shipped a portion of the goods on July 7, 1992.

On July 21, 1992, one day before the document presentment deadline,

Wade presented the requisite documents to Citibank, requesting

payment under the terms of the credit for the shipped merchandise.2

Two days later, on July 23, 1992, Citibank informed Wade that the

documents submitted contained numerous discrepancies and that it
                                                                3
therefore   would   not honor Wade's request for payment.             In

response, Wade forwarded amended documents to Citibank on July 24,

1992, and July 27, 1992.    Although Citibank conceded the documents

as amended contained no discrepancies, it nevertheless rejected

     2
      Meanwhile, on July 17, 1992, the Ecuadorian Criminal
Investigations Department issued an order freezing all
Ribadalgo's assets and precluding payment on any lines of credit
made available to Ribadalgo due to alleged drug trafficking.
Four days later, the Ecuadorian Department of Banking entered an
order barring Banco from making payment under the letter of
credit. In turn, Banco advised Citibank not to honor any request
for payment made by Wade thereunder.
     3
      Although Wade disputes some of the discrepancies alleged by
Citibank, it concedes the documents were nonconforming.
them as untimely because they were not received within 15 days of

shipment as required under the terms of the credit.

                          II. ISSUES PRESENTED

     There are three issues raised by the parties in this appeal

which merit our consideration: 4     (1) whether Wade is entitled to

payment under the second letter of credit because it submitted

conforming documents before the expiry date of the credit;        (2)

whether the district court erred in finding Citibank waived its

right to require that Wade submit conforming documents under the

second letter of credit;     and (3) whether the district court erred

in finding Citibank estopped from dishonoring Wade's nonconforming

presentment under the second letter of credit.

                        III. STANDARD OF REVIEW

         We review district court rulings on summary judgment de novo,

applying the same legal standards that bound the district court in

rendering its decision. Canadyne-Georgia Corp. v. Continental Ins.

Co., 999 F.2d 1547, 1554 (11th Cir.1993).

                             IV. DISCUSSION

A. Document Presentment

         Appellants contend Citibank rightfully dishonored Wade's

demand for payment under the second letter of credit because Wade

did not submit conforming documents as required under the terms of

the credit.    The letter of credit provided that documents had to be


     4
      Banco also claims error on the part of the district court
in refusing to find it excused from making payment on the letter
of credit on the following grounds: (1) illegality of
performance; (2) the act of state doctrine; and (3) principles
of international comity. We affirm the district court's judgment
on these bases pursuant to our Eleventh Circuit Rule 36-1.
presented "no later than 15 days after shipment, but within the

validity of the credit."     It is this provision which is the source

of dispute.

         This Court has recognized and applied the "strict compliance"

standard to requests for payment under commercial letters of

credit:

     Under Florida law, letters of credit are subject to a rule of
     "strict compliance."    Documents presented for payment must
     precisely meet the requirements set forth in the credit....
     If the documents do not on their face meet the requirements of
     the credit, the fact that a defect is a mere "technicality"
     does not matter.

Kerr-McGee Chem. Corp. v. FDIC, 872 F.2d 971, 973 (11th Cir.1989)

(citations omitted).

     Wade does not challenge the applicability of this standard,5

but disputes when the submitted documents had to be in strict

compliance with the terms of the credit. Wade argues the documents

did not have to be conforming before the presentment deadline, but
                                                6
only before the expiry date of the credit.          Specifically, Wade

interprets the phrase "no later than 15 days after shipment, but


     5
      Wade does argue, however, that Citibank waived its right to
insist upon strict compliance based upon advice allegedly given
by Citibank's employee to Wade's freight forwarder. Since Wade
raises this issue for the first time on appeal, we decline to
consider it. See Marsden v. Moore, 847 F.2d 1536, 1548 (11th
Cir.), cert. denied, 488 U.S. 983, 109 S.Ct. 534, 102 L.Ed.2d 566
(1988).
     6
      See First Nat'l Bank of Council Bluffs v. Rosebud Housing
Auth., 291 N.W.2d 41, 46 (Iowa 1980) ("Upon becoming aware the
first documentation furnished was improper, Rosebud had a right
to remedy the defect before the expiration of the credit"); Bank
of Cochin Ltd. v. Manufacturers Hanover Trust Co., 612 F.Supp.
1533, 1542 (S.D.N.Y.1985) ("The UCP also implicitly invites cure
of any documentary deficiencies apparent before the letter of
credit expiration by issuer notification to the beneficiary"),
aff'd, 808 F.2d 209 (2d Cir.1986).
within the validity of the credit" to mean it was required to

initially submit documents "no later than [July 22, 1992]," but

that between the presentment deadline and the expiry date of the

credit there was a "cure period" during which it could remedy any

deficiencies contained in the initial presentment.        Since Wade

initially submitted its documents within the 15-day presentment

period and thereafter cured the discrepancies before the expiry

date, it maintains it was entitled to receive payment.7

     A rule such as that suggested by Wade would reduce the

function of the document presentment deadline to a mere benchmark

for the initial submission of documents, no matter how discrepant.

It   would   permit   beneficiaries   to   make   only   half-hearted

presentments, forcing banks to waste time reviewing discrepant

documents submitted in anticipation of the opportunity to cure

defects before the "real deadline," the expiry date.      Enabling a

beneficiary to enjoy an unrestricted right to cure deficiencies

before the expiration of the credit would render the document

presentment deadline virtually meaningless and effectively subvert

the strict compliance standard.


     7
      No court has considered the question of when submitted
documents must be in strict compliance with the terms of the
credit in the event such terms provide for a document presentment
deadline in advance of the expiry date. The authorities cited by
Wade are factually distinguishable from this case. In First
Nat'l, there was no stated document presentment deadline;
documents simply had to be presented with the demand for payment
under the letter of credit. 291 N.W.2d at 43. Similarly, in
Bank of Cochin, the district court analyzed the letter of credit
in terms of a shipment deadline and credit expiry date, without
discussing a separate document presentment deadline. 612 F.Supp.
at 1535. In this case, by contrast, the terms of the letter of
credit clearly provided for a document presentment deadline in
advance of the expiry date.
         Moreover, "the terms and conditions of a letter of credit

must be strictly adhered to...."         Corporacion de Mercadeo Agricola

v. Mellon Bank Int'l, 608 F.2d 43, 47 (2d Cir.1979), and the terms

of the letter of credit in this case made no provision for a "cure

period"     entitling     Wade   to    limitless   attempts   at    remedying

deficiencies until the expiry date.           Accordingly, under the terms

of the credit in this case, we conclude that conforming documents

had to be submitted by the presentment deadline in order to satisfy

the strict compliance standard followed in this Circuit. Any right

to cure would have arisen only if the documents had been submitted

promptly    enough   to    permit     bank   examination,   notification   of

discrepancies, and a second submission all before the presentment

deadline.    Since Wade failed to submit conforming documents by the

presentment deadline, Citibank was justified in dishonoring Wade's

demand for payment.

B. Waiver

         The district court found that although Citibank had a right

to demand conforming documents in strict compliance with the terms

of the second letter of credit, it waived its right in this case by

its previous one-time acceptance of discrepant documents submitted

by Wade under the first letter of credit.8           We disagree.

     The text of the UCP does not support the application of common


     8
      No federal court has decided this precise issue under a
letter of credit expressly incorporating the UCP. The district
court relied solely upon the Louisiana state court decision,
Schweibish v. Pontchartrain State Bank, 389 So.2d 731
(La.Ct.App.1980), writ denied, 396 So.2d 885 (La.1981). The
Schweibish court cited no cases in support of its holding,
hinging its decision only on equitable principles. 389 So.2d at
737-38.
law equitable doctrines such as waiver in letter of credit cases.9
Although we have observed that "equitable doctrines such as waiver

and   estoppel      apply   to   these   types   of   [letter   of   credit]

transactions" under the Uniform Commercial Code (UCC), Pro-Fab, 772

F.2d at 851,10 courts have been reluctant to accept claims of waiver

in such cases.      See Courtaulds N. Am., Inc. v. North Carolina Nat'l

Bank, 528 F.2d 802, 807 (4th Cir.1975) ("Obviously, the previous

acceptances of truant invoices cannot be construed as a waiver in

the present incident");11        Texpor Traders, Inc. v. Trust Co. Bank,

720 F.Supp. 1100, 1115 (S.D.N.Y.1989) (holding that merely because

the account party "in one instance chose to waive discrepancies in

the letter of credit ... does not require that it do so again, nor

      9
      Indeed, nothing in the UCP obligates or even permits a bank
to examine documents presented under a letter of credit in
relation to similar documents previously examined under a
different letter of credit. Such a practice would undermine the
UCP goals of certainty, promptness and finality in the context of
an international banking system. See Alaska Textile, 982 F.2d at
815-16.
      10
           See also Dibrell Bros., 38 F.3d at 1581.
      11
      Notably, Official Comment 7 to UCC Revised Article 5
provides in relevant part:

              Waiver of discrepancies by an issuer or an applicant in
              one or more presentations does not waive similar
              discrepancies in a future presentation. Neither the
              issuer nor the beneficiary can reasonably rely upon
              honor over past waivers as a basis for concluding that
              a future defective presentation will justify honor.
              The reasoning of Courtaulds ... is accepted and that
              expressed in Schweibish ... is rejected.

      U.C.C.Rev. Art. 5, § 5-108 Official Cmt. 7 (1995).

           UCC Revised Article 5 bears directly on the issues
      raised in this case because, unlike the original version, it
      incorporates the UCP approach to such concepts as notice of
      discrepancies and preclusion. See generally U.C.C.Rev. Art.
      5, Prefatory Note.
does    it   authorize   the   issuing   bank   to   similarly   waive   such

discrepancies");12       Alpargatas, S.A. v. Century Business Credit

Corp., 183 A.D.2d 491, 583 N.Y.S.2d 441, 442 ("The fact that

defendant [applicant] may have waived strict compliance in the past

does not justify an inference of a waiver of any discrepancies that

might arise at some future point under another such letter"),

appeal dismissed, 80 N.Y.2d 925, 589 N.Y.S.2d 312, 602 N.E.2d 1128

(1992), appeal denied, 82 N.Y.2d 655, 602 N.Y.S.2d 804, 622 N.E.2d

305 (1993).     Against this background, there is no need for us to

determine whether common law equitable doctrines such as waiver are

applicable under letters of credit governed by the UCP,13 because

even were we to so find, the facts of this case simply would not

       12
      The district court attempted to distinguish Texpor Traders
on the basis that the account party had waived the previous
discrepancies in that case, not the bank. See 720 F.Supp. at
1115. From the perspective of the beneficiary, however, the
source of the authority for the initial waiver is irrelevant. In
either instance, the beneficiary finds out that although an
earlier nonconforming submission of documents was accepted, a
subsequent submission was rejected as discrepant.
       13
      Since courts have been hesitant to find waiver under
letters of credit incorporating the UCC, they will be as
reluctant, if not more so, to find waiver under letters of credit
governed by the UCP. See Alaska Textile, 982 F.2d at 820
("Where, as here, a beneficiary presents documents under letters
of credit that expressly incorporate the UCP as a template of
rights and responsibilities, courts should be chary about
altering the parties' relationship based on equitable doctrines
such as waiver.") The UCC, which is supplemented by common law
equitable doctrines, see U.C.C. § 1-103 (1967), and the UCP
"adopt vastly different approaches" to nonconforming demands.
See Alaska Textile, 982 F.2d at 822. For example, whereas common
law estoppel is equitable, requiring a beneficiary to satisfy the
traditional estoppel elements, the UCP 400 provides for a "strict
estoppel" or mechanical "preclusion" penalty against a bank that
fails to effect dishonor of discrepant documents in a timely
fashion. See UCP 400 art. 16(e); Kerr-McGee, 872 F.2d at 973-
74; Alaska Textile, 982 F.2d at 823. We are not convinced that
the strict compliance standard under the UCP leaves any room for
common law equitable doctrines such as waiver and estoppel.
support a waiver claim.14

        We conclude that a significant showing would have to be made

before parties to a letter of credit governed by the UCP would be

found to have waived its express terms, see Alaska Textile, 982

F.2d at 820, and such a showing has not been made here.     It would

severely hamper large institutions, dealing in a myriad of complex

international transactions, if a single failure to apply the strict

compliance standard under a letter of credit were to result in the

loss of the right to demand conforming documents in subsequent

transactions with the same beneficiary. Citibank's single instance

of accepting discrepant documents under the first letter of credit

did not extinguish its right to demand conforming documents from

Wade under the second letter of credit.

C. Estoppel

          Appellants argue the district court also erred in finding

Citibank estopped from dishonoring the nonconforming documents

submitted by Wade.     Article 16 of the UCP 400 provides in relevant

part:

     c. The issuing bank shall have a reasonable time in which to
     examine the documents and to determine ... whether to take up
     or to refuse the documents.

     d. If the issuing bank decides to refuse the documents, it
     must   give  notice to   that  effect   without  delay  by
     telecommunication or, if that is not possible, by other
     expeditious means....

     e. If the issuing bank fails to act in accordance with the
     [above] provisions ... the issuing bank shall be precluded

     14
      We recognize that the Second Circuit has found the
equitable doctrines of waiver and estoppel applicable under
letters of credit governed by the UCP, see Alaska Textile, 982
F.2d at 820, but we need not reach this issue under the facts of
this case.
     from claiming that the documents are not in accordance with
     the terms and conditions of the credit.

UCP 400 art. 16(c)-(e) (emphases supplied).

     The two inquiries are sequential:   an issuing/confirming bank

is entitled to a "reasonable time" in which to examine documents;

then, if it decides to refuse them, it must give notice to that

effect "without delay." Here, Wade made its initial presentment of

documents to Citibank one day before the presentment deadline, and

Citibank advised Wade the documents were nonconforming by telephone

two days later.   The district court found that Citibank had not

examined Wade's documents within a "reasonable time" and had not

notified Wade of the discrepancies "without delay."15

      "In the letter-of-credit context, "[w]hat is a "reasonable

time" is to be determined by examining the behavior of those in the

business of examining documents, mostly banks,' " Alaska Textile,

982 F.2d at 823 (quoting U.C.C.Rev. Art. 5, § 5-108 Official Cmt.

2 (1995)), and requires an analysis of the "nature, purpose, and

circumstances of each case."   Id.   In concluding Citibank had not

reviewed the documents within a "reasonable time," however, it does

not appear the district court examined banking behavior.   Instead,

the court focused on the limited time available to Wade to cure any


     15
      Appellants maintain the questions of whether Citibank
failed to act "within a reasonable time" and "without delay" were
not before the district court on summary judgment, but instead
were introduced into the case sua sponte by the court without the
benefit of briefing from the parties, affidavits directed to
these issues, or other development of the record. On this basis,
Appellants contend summary judgment in favor of Wade was
inappropriate. Given our holding that the district court erred
in finding Citibank estopped from dishonoring the discrepant
documents submitted by Wade, it is unnecessary for us to resolve
this issue.
discrepancies, reducing the entire inquiry to a question of the

document presentment deadline:

     The relevant facts are that Wade submitted documents to
     Citibank on July 21, 1992, one day before the document
     presentment date, and that Citibank notified Wade's freight
     forwarding agent that the submitted documents were discrepant
     on July 23, 1992, one day after the expiration of the document
     presentment date.

      The "reasonable time" requirement cannot be interpreted, as

it was by the district court, to mean "early enough to allow the

beneficiary   to   cure   and   represent   the   documents   before   the

presentment deadline."     The mere fact that the presentment period

expired before the completion of Citibank's review and notification

process does not compel any conclusion about whether Citibank spent

a reasonable amount of time examining the documents.16 A rule which

required, in all circumstances, notice to the beneficiary of

discrepancies before the passing of the document presentment date

would conflict with Article 16(c) of the UCP 400 by stripping banks

of their "reasonable time" to review documents.

     Courts have interpreted "reasonable time" under the UCP 400 to

mean at least three business days, see, e.g., Occidental Fire &

Casualty Co. v. Continental Bank, N.A., 918 F.2d 1312, 1318 & n. 3

(7th Cir.1990);     and, although merely persuasive in this case,

Article 13(b) of the UCP, Int'l Chamber of Commerce Pub. No. 500

(1993 Revision) (UCP 500) affords banks seven banking days to

review documents and give notice of any discrepancies.             Since

Citibank not only reviewed the documents but also notified Wade by

     16
      Indeed, the "reasonable time" requirement does not imply
that banks must examine a presentation out of order or hurry a
decision based upon particular needs or desires of a beneficiary.
See U.C.C.Rev. Art. 5, § 5-108 Official Cmt. 2.
telephone of the discrepancies within just two days, we hold the

district court erred in finding Citibank estopped from dishonoring

Wade's nonconforming presentment.

                           V. CONCLUSION

     For the foregoing reasons, we reverse the judgment of the

district court in finding Citibank barred from dishonoring Wade's

nonconforming presentment under the second letter of credit.   In

all other respects, we affirm the district court's judgment.   We

remand the case for further proceedings consistent with this

opinion.

     AFFIRMED in part;   REVERSED in part;   and REMANDED.
