Page:Harvard Law Review Volume 32.djvu/58

24 "confirmed letter of credit" or their equivalent should be con- strued to mean an acknowledgment of money received and held to addressee's use. What does the letter "confirm," if not this? But the more direct statement of the first type obviously gives a better assurance.

So, from the exporter's standpoint, the second type is more satisfactory than the third or fourth. Forms of this type clearly owe their origin to an effort to adapt what I have called the tourist type of letter, and the common-law theory of an offer, to the cir- cumstances of trade to-day, rather than to the French theory of the modern letter as testifying to an ouverture de credit. One con- spicuous difference between the first and the second type, if the second is to be handled legally on the offer theory solely, will suffice to show why the first type is better suited to protect the exporter. In a letter contemplating successive instalments of de- livery or performance, and authorizing the vendor-addressee to draw for each instalment as delivered, there would be, if the in- strument is but an offer, a complete acceptance of the offer pro tanto with each delivery, but the offer could be revoked as to future instalments. Yet it may well be that the addressee has changed his position in arranging to take care of the whole series of instal- ments. In that event if the instrument amounts to an acknowledg- ment of money held to the use of the addressee, action thereon by the addressee would work an estoppel upon the issuer to deny that it was so held. Hence, as in Krakauer v. Chapman, addressee might recover, without exactly doing the things prescribed, if he performed the substance of the conditions on which the money was held to his use. If to avoid an unfortunate result the estoppel theory is applied to a letter of the second type, the effect is to put the letter in our first type by construction.

The third type must be pronounced much less satisfactory. It is true, according to the great weight of American authority, the addressee-beneficiary may sue the issuer-promisor upon such a contract. Also by good authority, after notification of the contract to the addressee-beneficiary, the holder-promisee and issuer- promisor could not rescind so as to cut off the action of the ad- dressee-beneficiary. But these doctrines of suit by third persons