Structures and Covenants in Syndicated Loan Transactions - Research Paper Example

A Critical Appraisal and Evaluation of the Structures and Covenants in Syndicated Loan Transactions in International Finance Law and Practice Abstract Syndicated loans are methods by which banks are able to share responsibility for loans. The syndicate system therefore permits banks to participate in a loan but at the same time relieves banks of having to assume sole responsibility for funding the loan.1 In this regard, the syndicated loan has a structure that is hybrid in nature and are characterized by a number of relationships in terms of lending public trading.2 Banks forming the syndicate usually do not have to comply with the traditional disclosure responsibilities that are usually required of those issuing bonds. In this regard, the syndicated loan is regarded as an important instrument for the facilitation of international funding. In fact this perception is fortified by the fact that syndicated loans make-up at least one third of the world’s financing facilities.3 This research study provides a critical appraisal of the structures and covenants of syndicated loans in international finance. This paper is there divided into five parts. The first part of this paper will provide an introduction with a definition of syndicated loans and its place in the international financial system. The second part provides a brief description of development of syndicated loans in international financial law and practice. The third part of this paper discusses the operational implications in syndicated loan transactions with an emphasis on the structure and covenants of syndicated loan. The fourth part of this paper then turns to the main purpose of this research study by engaging in a critical appraisal of structure and covenants of syndicated loans. The final part of his study will is the concluding remarks and observations with suggestions/recommendations regarding operational methods for improving the syndicated loans system within the international financial systems. I. Introduction Syndicated loans are multi-bank financing constructs in which a number of banks cooperate for the advancement of loans to borrowers under the auspices of a “single loan agreement.”4 Mugasha (1997) offers some insight into the legal complexities surrounding the syndicated loan system by explaining that the syndicate loan agreement is concluded by at least two banks and there is a legally binding agreement between the borrower/s and each bank participating in the syndicate. In other words, each bank is legally bound to the borrower/s and vice versa despite the fact that each contract is reflected in a single instrument.5 Typically, a borrower will require financing in circumstances where a single bank is either unwilling or unable to provide credit facilities. There are any number of reasons for the banks reluctance or inability to provide credit facilities. However, the most common reason is that the loan is simply too large for the bank approached by the borrower and that bank is not in a position to assume the risk for the entire amount of the loan.6 These kinds of situations will typically result in a syndicated loan which is best understood as a “multi-bank loan arrangement” where at least two banks provide credit to a single borrower/s based on mutual terms and conditions reflected in one instrument.7 Although there is a single document in the syndicated loan system, each of the banks facilitating the loan will have a distinct agreement with the borrower.8 As a result, the duties assumed by each of the banks in the syndicated loan system are several as opposed to joint.9 II. The History and Development of the Syndicated Loan Transactions The syndicated loan made its first appearance in the international financial markets at the end of the 1960s shortly after the issue of the first Eurobond. The syndicated loan therefore functioned to serve the necessity for the larger bonds that were essentially the same size as the Eurobond.10 The market for syndicated loans grew from there and emerged as the primary source for advancing loans to developing states during much of the 1970s.11 Expansion of the syndicated loan system started in the 1970s. From 1971 to 1982, a system of intermediary multi-bank loans was used to a great extent for the furnishing of foreign funds to developing nations in Latin America, Asia and Africa.12 Syndicate loans systems provided a method by which smaller financial markets could obtain exposure to the emerging markets without having a presence locally. In the earlier part of the 1970s borrowers from emerging economies saw an increase in syndicated loan capital that grew to US$46 billion by 1982 with the result that bilateral lending began to be replaced.13 In 1982 after Mexico’s suspension of interest payments attached to sovereign debts, other states such as Argentina, the Philippines and Venezuela followed suit with the result that syndicated lending ended. Lending was reduced to US$9 billion by 1985. By 1987, Citibank underwrote a number of its loans to borrowers from emerging economies and a number of US financial institutions would essentially do the same thing.14 Initiatives by Nicholas Brady, the US Treasury Secretary encouraged creditors to exchange syndicated loans associated with emerging markets for what was referred to as Brady bonds, “eponymous debt securities” where the payment of interest and the principal would have different collateral arrangements attached to treasury notes.15 Ironically, the Brady system would reintroduce the syndicated loan system. By the start of the 1990s, banks undergoing serious losses as a result of the financial crisis, began to apply improved systems of price risks to syndicate loans.16 Ultimately, banks began to incorporate methods that had been used for the corporate bond system. Covenants were also used to a greater extent as it connected pricing expressly to corporate transactions specifically in terms of ratings changes and servicing of debts. As banks used more sophisticated techniques for servicing syndicated loans, information relative to loans’ performance was more readily available with the result that the secondary loans’ market eventually appealed to non-bank financial institutions. Gadanecz explains that gradually, risk management methods became advanced to a point where banks felt more confident in assuming the responsibility for these kinds of loans and at the same time could reflect these loans in their account balances.17 With the introduction and development of new techniques for managing risks, a larger range of financial markets were able to advance loans inclusive of those who would not have been able to assume the risks associated with lending previously. Lenders and potential lenders began to view the syndicated loan as a feasible method for attracting investors and expanding their respective financial services.18 Moreover, borrowers originating from emerging markets, companies resident in industrial countries began to find the syndicated loan as an appealing source of credit. This is because, syndicated loans were perceived as flexible sources of capital that could be finalized rapidly and could function to supplement other sources of funding from the outside such as bonds and equities.19 These developments have ensured that syndicated loans have gained strength and have continued in this vein from the 1990s to the present. New syndicated loans reached US$1/6 trillion by 2003 representing three times the amount advanced in syndicated loans in 1993. Emerging market borrowers account for 16 per cent of syndicated loans with the US and Western Europe equally sharing the remaining the syndicated loans.20 III. Operational Implications of Syndicated Loans The structure and covenants associated with the syndicated loan system calls attention to the role of the lead bank which is essentially responsible for inducing banks to form a syndicate. Therefore in this part of the paper, the structure and covenants associated with syndicated loans will draw significantly on the role of the lead banks in soliciting participating banks, structuring the syndicated loan and covenanting for the facilitation of the loan. A. Structure As previously noted, the syndicated loan is structured around the borrower/s applying to a bank for loan and convinces that bank to arrange a loan for the borrower/s. In that case the bank approached and organizing the loan takes on the position of lead bank. For the most part, the lead bank will typically be a bank with whom the borrower/s have an on-going financial or commercial history.21 When the lead bank is prepared to honour the borrower/s’ loan application an ‘offer letter’ is prepared which essentially informs the borrower/s of the lead bank’s offer to make arrangements for the requested loan.22 This is followed by the borrower/s’ response by virtue of a ‘mandate letter’ which accepts offer letter. Next, the lead bank takes steps to give effect to the loan and its attendant financial terms.23 The mandate letter will usually contain terms that mirror the lead bank’s duties and corresponding commitments to the loan. The lead bank’s commitments and duties can be expressed in two ways. It can either be by virtue of a guaranteed credit or by virtue of a straight credit characterising the manner in which the lead bank is committed to the full amount of the loan regardless of the eventual participation by other banks.24 Regardless of what form the lead bank’s commitment is expressed the lead bank must undertake to exercise “its best efforts” for finding other banks to participate and will only commit itself to furnishing the full amount of the loan if other banks can be convinced to participate.25 Thus far, the structure of the syndicate loan has been described in terms of the pre-contract stage. At this stage, the lead bank is under a residual duty to ensure that the syndicate loan is structured and implemented. Likewise, the lead bank is under a duty to ensure that legal representation is secured for the purpose of preparing the necessary legal papers. The lead bank is also under a duty to identify and select potential participating banks for forming the syndicate.26 The bank selection process requires that the lead bank take into account a variety of interests including the reason the borrower/s require the loan; his/her credit standing; any required security for the loan and the setting of an interest rate that would be capable of drawing other banks into the syndicate.27 The next step in the structure of the syndicate loan is the preparation of the ‘information memorandum’ which is put together via collaboration between the lead bank and the borrower/s. The information memorandum is put together for the benefit of other banks that will form the syndicate.28 The information memorandum will usually be comprised of information about the borrower/s, the terms and conditions for the loan and any other information that is relevant to the loan.29 If there is a fee involved relative to the lead bank’s involvement with the borrower/s, the lead bank essentially takes on the role of the borrower/s’ agent. That is assuming the fee is applicable to the lead bank’s efforts in terms of soliciting other banks and for ultimately making arrangements for the syndicate.30 Essentially, it is generally expected that the lead bank will conduct an adequate check of the borrower/s’ financial background prior to soliciting other banks into a subsequent syndicate.31 According to O’Sullivan, the lead bank is not responsible for looking after the interests of potential participating banks at the time it prepares the information memorandum.32 At this stage, the lead bank is acting in collaboration with the borrower/s.33 Even so courts have prescribed for lead banks a fiduciary duty on the part of lead banks relative to their relationship with other banks in the syndicate. This fiduciary duty was elaborated on by the English courts in in the case of UBAF Ltd. v European American Banking Corporation [1984]. In UBAF Ltd. v European American Banking Corporation an English court ruled that if the information in the information memorandum constitutes a misrepresentation or is otherwise false in terms of describing the purpose of the loan or the borrower/s’ financial status, the lead bank is liable for that false information or misrepresentation. In this case, the borrower reneged on his loan obligation with the result that arrears accrued. The syndicate banks took action against the lead bank for recovery of the arrears. The English court ruled that the lead bank stood in a fiduciary relationship with the other banks because, they took possession of the money advanced by the participating banks and the lead bank not only made arrangements for the security but also held it on the participating banks’ behalf.34 The Supreme Court of Victoria essentially expressed a vastly similar view. In the Victorian case of Natwest Australian Bank Ltd. Tricontinental Corporation Ltd. [1990] the defendant lead bank, Tricontinental acted in a syndicate loan arrangement together with Natwest, the plaintiff.35 On the facts, the defendant lead bank had failed to previously include in the information memorandum, information that the borrower/s had extended to the lead bank guarantees and that similar guarantees had been offered and accepted from the borrower/s’ subsidiary. For obvious reasons, guarantees that were arranged prior to the formation of and in anticipation of the syndicate would compromise the borrower/s’ financial obligations to Natwest. Therefore when the borrower/s failed to satisfy its obligations with respect to Natwest, the latter filed suit for compensation. However, the Victorian Supreme Court did not use the term fiduciary duties, instead it referred to the lead bank owing the participating bank a duty of care and as such was liable for any loss occurring as a result of the syndicate arrangements.36 Covenants The syndicated loan agreement typically includes financial covenants and restrictions. For instance a negative pledge will be attached to an unsecured syndicated loan which prevents the borrower/s providing security for other loans.37 Additionally, the buyer may be forbidden to change his/her primary business or may be prohibited from disposing of important affiliates without first obtaining the other participating banks’ agreement in writing.38 A financial covenant will usually include a number of commitments to investment returns; totals of loans; actual assets, liabilities and previous tax profits as well as restrictive covenants on the payment of shareholders’ dividends. The borrower/s may also be restricted with respect to taking on additional loans.39 A vast majority of syndicated loans are constructed for an intermediary period and the borrower/s will be required to ascertain at the time of executing the loan contract that he/she is capable of meeting these covenants for the duration of the loan and at the same time can successfully manage his/her business so that he/she can meet his/her commitments under the syndicated loan agreement. An infringement of the covenants or any of them can lead to an increase in the interest applicable or can lead to an early demand for discharging the loan in full.40 It is obvious that the borrower/s ability to fulfil any and all covenants will be ascertained in the first place by the lead bank who is usually familiar with the borrower and typically sets out the initial terms of the loan. In other words, the lead bank’s information and attempt to induce participating banks will be very important and will have to be honest and diligent. Even so, recognizing that lead banks may have an interest to serve in securing the loans for the borrower it would be entirely erroneous for potential participating banks to rely on the authenticity of the lead bank’s assurance that the borrower/s can and will meet his/her covenants. IV. Critical Analysis of Structure and Covenants of Syndicated Loans Despite the fact that banks agreeing to form a syndicate are expected to conduct their own due diligence with respect to the borrower/s’ financial status and credit-worthiness, the lead bank is held responsible as fiduciary for the information contained in the initial information memorandum. As a result it is likely that banks will not perform their own due diligence and will instead rely on the information provided by the lead bank. However, this is entirely unsatisfactory since the lead bank appears to occupy a split position between the participating banks and the burrower/s and as such can amount to a conflict of interest. As noted, the lead bank is responsible for undertaking its best efforts with a view to securing other banks’ participation in the syndicate loan structure. In other words, the lead bank has a responsibility toward the borrower. Even so, at the same time the lead bank must also ensure that the information contained in the information memorandum is accurate and not misleading. This ambiguity relative the lead bank’s position is reflected in the English decision of UBAF Ltd. v. European American Banking Corporation. This case fortifies the view that the lead bank not only acts as the agent for the borrower/s, but also takes on a fiduciary role in relation to the banks participating in the syndicate. This ambiguity accounts for the arguments against imposing on lead banks a fiduciary duty in relation to the other banks participating in the syndicate transaction.41 A popular argument takes the position that a fiduciary duty is unnecessary because participating banks are at libety to conduct their own due diligence.42 However, there are those who can justify lead banks acting as fiduciaries. Foy for instance, argues that the lead bank typically has possession of all the important and appropriate information that is not usually available to the public and by extension unavailable to the participating banks. Specifically, Foy argues that the lead bank, having established and arranged for the transaction is arguably the sole entity in possession of or able to harvest the necessary and relevant data and have conferred with tax consultants, attorneys, have conducted capital flows, and are essentially acting for the customer so that only the lead bank is able to identify the weak links.43 Foy also argues that the other banks in the syndicate will not typically have these kinds of opportunities. Moreover, the applicable fees are usually not for the benefit of the other participating banks in the syndicate. It is therefore only natural that participating banks will take for granted the fact that the lead bank, having superior access to information and nuances will be frank and open to the extent that they have already evaluated the residual risks and if there is deception or inaccuracies, the other participating banks will essentially and more often than not, suffer the greater loss.44 Mugasha, makes an interesting analogy by comparing the syndicate loan to a the arms’ length transaction, claiming that both transactions are essentially the same so that the imposition of a fiduciary duty is of no real utility.45 Mugasha’s argument is predicated on the fact that all participants in the arm’s length transaction are required to perform their own due diligence for the purpose making risk assessments.46 Ultimately a fiduciary duty is typically conferred when one party takes on a role in which he/she looks after another party’s interest and also has a corresponding discretionary authority relative to that role so that the exercise of that discretionary authority has some sort of implication for the interest of the other party.47 However, fiduciary duties do not always correspond with the interest of the other parties.48 The arms’ length transaction is an obvious manifestation of this fact since each of the parties typically have the same standing in terms of their relative expertise. Therefore, the arm’s length transaction is quite similar to the syndicated loan transaction in that the banks involved are of very similar, if not the same level of expertise. It is also commonly believed that in order for a fiduciary duty to arise, one party is typically expected to rely on the expertize of the other party on the grounds that the parties are unequal under the vulnerability principle.49 The vulnerability principle was explained by Canada’s Supreme Court in Frame v Smith [1987]. Essentially, Canada’s supreme court explained what was characterized as a vulnerability test which encapsulates three essential elements. First, the fiduciary is entitled to use discretionary authority. Secondly, the fiduciary can singularly use the discretionary authority for the interests of the beneficiaries of the power. Finally, the beneficiary must be weaker or beholden to the fiduciary in whom a discretionary power is vested.50 Given the fact that lead banks and the participating banks in the syndicate transaction are for all intents and purposes of equal expertise, the imposition of a fiduciary duty on the lead bank in relation to the other participating banks hardly seems fair or justifiable, particularly when participating banks are free to refuse participating in the syndicate loan transaction. However, in the international arena information typically available to the lead bank which is typically located where the borrower/s is, the imposition of the fiduciary duty makes more practical sense. Despite the implications for unequal parties under the parameters of the vulnerability principle, the lead bank is said to occupy a fiduciary position in relation to the other banks participating in the syndicate. Since the lead bank may have to take account of the confidential relationship that previously existed between the lead bank and the borrower/s, the imposition of a fiduciary duty appears to be entirely necessary. Banks LJ however, argues around the implications for a pre-existing confidential relationship between the lead bank and the borrower/s. Banks LJ essentially notes that banks are required to share information relative to a client when bound by law to do so, where the public interest demands disclosure, the bank’s interest commands disclosing that information or in circumstances where the client either expressly or implicitly agrees to disclosing that information.51 Common law principles in the Anglo or common law countries may be of some assistance to banks participating in a syndicated loan transactions on an international level, provided the agreement chooses a common law jurisdiction as the governing law. Common law principles relative to misrepresentation are instructive. There is a common law duty to make full and frank disclosure in a number of specific circumstances. For instance, in the English case of Derry v Peek the court ruled that where the information shared is either inaccurate or misleading with knowledge of or reckless regard for the authenticity of the information, the person who receives that information and acts on it, may substantiate a claim based on fraudulent misrepresentation.52 It therefore follows that the imposition of fiduciary duties are necessary safeguards against deceptive practices and are therefore compulsory pursuant to the law.53 In the context of syndicated loans, misrepresentation can occur misleading information is provided solely for the purpose of inducing other banks to participate in a syndicate transaction.54 In such a scenario the lead bank would be acting in concert with the borrower/s in the preparation of the information memorandum.55 According to Wood the lead bank’s complicity in misrepresentation can arise where a letter protected by privilege and confidence between the lead bank and the targeted syndicate banks can include the borrower/s’ information that motivates the targeted banks to participate in the syndicate.56It therefore follows that if the information appearing in the information memorandum is either inaccurate of misleading, both the borrower/s and the lead bank will be equally responsible for the deceptive nature of this kind of information..57 In the pre-contract phase of the structuring of the syndicated loan, the lead bank is required to ascertain that the information shared is credible and therefore reliable.58 This means that the lead bank is required to take the necessary steps calculated to ensure that misstatements are not made negligently which is a principle firmly established at common law.59 The House of Lords leads the way in Hedley Bryne and Co. Ltd. v Heller and Partners Ltd. [1964]. In this case the House ruled that a duty of care is not attached to a possibility of reasonable foresight that a misstatement could lead to a claim in negligence at some future date.60 A special relationship must exist before the duty of care will be attached.61 Capraro Industries Plc v Dickman [1990] describes the elements necessary for substantiating a special relationship. The necessary elements require that the party providing the information must either know or be in a position to know that the information will be used by the party receiving the statement based on the other party’s ability to provide the information. The party providing the statement is required to know or at the very least is in a position to know that the recipient of the statement will be relying on it.62 Drawing on the common law rule enunciated in Capraro it can be argued that the lead bank is in a position to know that the potential participating banks will be relying on the information that the lead bank sets forth in the information memorandum, and as such, the lead bank has the requisite special relationship. Therefore the lead bank is under a duty to take steps to ensure that the information contained in the information memorandum is not negligently misstated. The imposition of a fiduciary duty minimizes the risk of the lead bank making. Otherwise, lead banks may be inclined to rely on participating banks to conduct their own due dillegence, even if it means uncovering misstatements in the information memorandum. Lead banks, in an attempt to minimize and perhaps exclude liability for negligent misstatements, have developed a practice relative to the information memorandum, by attaching a disclaimer.63 The courts have taken a hard line against the practice of using these disclaimers. For example in the Australian case of Youyang Pty Ltd. v Minter Ellison Morris Fletcher [2003] the court ruled that in circumstances where a lead bank was aware of facts in respect of the borrower/s and failed to share that information in the contents of the information memorandum, the lead bank would not be at liberty to rely on the protection implicit in a disclaimer.64 The duplicity involved in the lead banks relationships with both the borrower/s and the other participating banks is also controversial. The controversy is more obvious at a time when the bank is using its best efforts to arrange a syndicated loan for the borrower/s and is ultimately acting as the borrower/s’ agent, the lead bank is at the same time acting as an agent for the other banks.65 In this regard the mandate letter is particularly instructive. It not only involves the lead bank acting as an agent for the borrower/s, but it also provides for the lead bank’s negotiation of terms and conditions for a loan on behalf of the participating banks as well as for the borrower/s. The terms and conditions usually are related to the loan amount, the term for the loan’s duration, interest rates, collateral and any other important issues that are typically provided in the mandate letter.66 It is therefore difficult to imagine how the lead bank can occupy an impartial or neutral role when negotiating a loan that is going to presumably be fair and satisfactory for the participating banks and the borrower/s when they have competing interests.67 A conflict of interest is therefore inevitable.68 Complicating matters, the lead bank has its own interest to look after. As Gabriel notes, the participating banks’ “benefit” or “disadvantage” emanating from the negotiations conducted by the lead bank in collaboration with the borrower/s, is only a matter extraneous to the lead manager.69 It therefore appears that in the structure and covenants of the international syndicated loan system the role of the lead bank is critical to fairness, efficiency and consistency. This is particularly so because in all likelihood the lead bank and the borrower/s are located in the same jurisdiction with different legal rules for disclosure and due diligence from those that apply to the lenders forming the syndicate. V. Conclusion/Recommendations The lead bank occupies a unique position in the negotiation and conduct of the syndicated loan transaction. The relationship is multi-layered and calls for a delicate if not impossible balancing of all the competing interests involved. There are the interests of the participating banks and the lead bank each of whom have an interest in ensuring that the borrower/s live up to his/her covenants. Yet those interests may conflict with each other. The borrower/s’ interests and loyalties may be aligned with the lead banks to whom he/she may feel indebted to for arranging the syndicated loan. Despite these competing interests and the impossible position occupied by the lead bank, the courts around the world have insisted that the lead bank either owes a fiduciary duty to the syndicate banks or a duty of care. This ambiguity alone calls attention to the need for participating banks to conduct a control and monitoring system so that borrowers and the administration of syndicated loans transactions can be adequately supervised. All procedures and methods for conducting syndicated loans must form a part of the bank’s governance and quality control system. This means ensuring that the bank relies on its own mechanisms for keeping up with any relevant information about the borrower. Reliance on a common law fiduciary duty and good faith with respect to the lead bank has proven costly and could lead to lengthy litigation for the recovery of loans. References Textbooks Fight, A. (2004) Syndicated Lending, Butterworth. Gabriel, P. (1986) Legal Aspects of Syndicated Loans. London: Butterworths. Kwaw, Edmund, M.A. (1996) The Law and Practice of Offshore Banking and Finance. Greenwood Publishing Group. Lewis, M. and Davis, K. (1987) Domestic and International Banking. The MIT Press. O’Donnovan, James. (2005) Lender Liability. Sweet and Maxwell. Roberts, G. (1998) Law Relating to International Banking, Woodhead Publishing. Sin, K.F. (1997) The Legal Nature of the Unit Trust. Oxford: Clarendon. Wood, Philip. (2007) International Loans, Bonds, Guarantees and Legal Opinions. Sweet and Maxwell. Witting, Christian. (2004) Libability for Negligent Misstatements. Oxford University Press. Articles/Journals Bhattacharyya, G. (1995) “The Duties and Liabilities of Lead Managers in Syndicated Loans.” Journal of Banding and Finance Law, 172. Brooks, J. (1995) “Participation and Syndicated Loans: Intercreditor Fiduciary Duties for Lead and Agent Banks Under US Law.” Business Journal of Banking and Finance Law, 275. Clarke, L. and Farrar, S. F. (1982) “Rights and Duties of Managing and Agent Banks in Syndicated Loans to Government Borrowers.” Universtity of Illonois Law Review, 229. Foy, B.E. (1992) “Syndicated Lending – the Syndicate Participants’ Perspective.” Banking Law and Practice, International Business Communications, NSW 332. Gadanecz, B. (December 2004) “The Syndicated Loan Market: Structure, Development and Implications”. BIS Quarterly, 75-89. McPherson, B.H. (1998) “Fiduciaries: Who Are They?” Australian Law Journal 288. Mugasha, A. (1985) “A Conceptual Functional Approach to Mult-bank Financing.” Journal of Banking and Finance Law and Practice, Vol. 6: 5-28. Mugasha, A. (1996) “The Agent Bank’s Possible Fiduciary Liability to Syndicated Banks.” SBLJ, Vol. 26: 403. O’Sullivan, J. (1993) “The Roles of Managers and Agents in Syndicated Loans.” Journal of Banking and Finance Law and Practice, Vol. 3: 162. Qu, Charles (2000). “The Fiduciary Role of the Manager and the Agent in a Loan Syndicate.” Bond Law Review, Vol: 12(1): 85-105. Yoong, W.F. (1992) “Liability of the Lead Bank for Erroneous or Inaccurate Information.” Victoria University of Wellingtoon Law Review, Vol. 22 : 285-310. Table of Cases Capraro Industries Plc v Dickman [1990] AC 605 Derry v Peek (1889) 14 AC 337. Frame v Smith [1987] 42 DLR (4th) 81. Hedley Bryne and Co. Ltd. v Heller and Partners Ltd. [1964] AC 465. National Westminster Bank USA v Security Pacific national Bank, 20 F 3e 375 (1974). Natwest Australian Bank Ltd. Tricontinental Corporation Ltd. [1990] Supreme Court of Victoria, BC9300770, 2493/1990. Phipps v Boardman [1967] 2 AC 46. Tournier v National Provincial Bank of England [1927] 1KB 461. UBAF Ltd. v European American Banking Corporation [1984] 2 WLR 508. Youyang Pty Ltd. v Minter Ellison Morris Fletcher [2003] 196 ALR 482. Read More