Page:Harvard Law Review Volume 32.djvu/61

LETTERS OF CREDIT 27 equivalent are used, the letter should be taken as representing that money is held by the issuer to the use of the addressee, subject to the terms of the letter. From the standpoint of the issuer, assuming that he or it intends to act in good faith, we should come to the same conclusions. If the issuer has funds of the holder or has taken pains to be secured before issuing the letter, he is in nowise prejudiced by a form of letter and a legal attitude towards such letter that will fully pro- tect the addressee ; and every issuer will be sure to require funds or proper security if he knows that the law will treat the letter as presupposing them. The point that seems most important to the issuer is to have the terms and conditions set forth so simply and clearly in the letter that he may pay with assurance upon inspec- tion and receipt of documents and will not become involved in possible controversies between holder and addressee over the con- struction of an elaborate contract between them. In this re- • spect, such express incorporations of the buyer-seller contract into the letter by reference as in the form in note 64 are of doubtful wisdom. From the standpoint of the holder, again assuming that he in- tends to act in good faith, there can be no interest in any form or any state of the law which does not fully secure the addressee. The latter can only reach the credit by complying with its terms or, if some breach of contract by the holder makes that impracticable, by complying with his contract with holder so as to make the holder in justice and in law his debtor thereunder; so that for the most part the terms of the letter and the terms of the contract afford him all needed security. Nevertheless as the letter cannot well make all the terms of the contract express conditions without in- volving the issuer in risks he should not assume, it must be ad- mitted that the buyer-holder, dealing with the seller-addressee at long range may be at a certain disadvantage on any theory of the letter which will be satisfactory to addressee and issuer. The ob- vious mode of protecting the buyer-holder, by provisions for in- spection of goods bought under the contract and making, let us say, an inspector's certificate a condition precedent in the letter, would raise at once the difl&culties with which lawyers have be- come familiar in cases of express conditions calling for architect's certificates, surveyor's certificates, opinions of lawyers as to title,