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ICC Final Opinions October 2025

24/10/2025 Approved at the ICC Banking Commission meeting on 21 October 2025.

TA.952In 2007, two open-ended guarantees (an Advance Payment Guarantee and a Performance Guarantee) were issued under URDG 458 and governed by French law.
The applicant has confirmed that the underlying obligations have been fulfilled. The complication is that the beneficiary has since ceased to exist and cannot provide confirmation or return the guarantees for cancellation.
The issuer now seeks clarification on five points:1. Whether URDG 758 automatically replaces or supersedes URDG 458.2. What rights the issuer has to cancel open-ended guarantees unilaterally when the beneficiary no longer exists.3. What kind of proof would be required to establish that the beneficiary has ceased trading.4. Whether there is any risk of legal recourse from the (former) beneficiary or a successor if the guarantees are cancelled.5. Whether a prolonged period of silence (almost 20 years) by the beneficiary can itself be treated as evidence of cessation of business and allow cancellation.
A guarantee issued under URDG 458 remains subject to those rules unless formally amended with the beneficiary's agreement; URDG 758 does not automatically apply. URDG 458 gives no express procedure for terminating open-ended guarantees, so such instruments remain in force until the beneficiary provides a signed release or returns the original for cancellation.
In this case, the guarantor's ability to cancel depends primarily on French law. A legal opinion should be sought to determine whether cancellation can be based on the beneficiary's non-existence. Conclusive evidence of dissolution should be gathered, alongside the applicant's confirmation that obligations are fulfilled, as protection against any potential claim from successors or liquidators. Silence alone is not sufficient to prove non-existence, though long inactivity and absence from corporate records may support the case.
Conclusion:1. URDG 758 does not override URDG 458.2-5. The right to cancel, the proof required, potential recourse, and treatment of silence all fall to French law and any other applicable law.

TA.953A warranty guarantee was issued under URDG 758 on behalf of a contractor in favour of the employer. On the final day of its validity, the guarantor received a demand for payment that met the formality of URDG 758 sub-article 15 (a), but the beneficiary did not specify the amount claimed or the account details for payment. No additional documents were required under the guarantee.
The key questions are:1. Whether such a demand is compliant despite lacking a stated amount and payment instructions.2. Whether the guarantor is obliged to pay, and if so, whether it can request the beneficiary to supplement the demand with the missing details even though the guarantee has expired.
Member banks offered two opposing views:

One view (supported by ISDGP 814, para. 111) is that the demand is non-compliant and can be rejected because it lacks essential content (amount and payment instructions). The other view is that the demand may be treated as valid, since URDG does not expressly require the demand to state the amount, and it could be interpreted as a claim for the full value of the guarantee.

A demand under a guarantee must state the amount claimed; without it, the demand is non-complying. While omission of payment instructions does not invalidate a demand, failure to specify an amount does. URDG 758 article 2 defines a complying presentation as one consistent with the guarantee, the rules, and international standard demand guarantee practice, and such practice clearly requires the inclusion of the amount. This is reinforced by ISDGP 814 paragraph 111, which explicitly lists "indicate the amount claimed" as a condition for a complying demand. Although URDG articles 2 and 15 do not expressly mention the amount, it is inherent in the nature of a demand and supported by sub-article 17 (a).
Conclusion: The demand is non-complying and must be rejected under URDG 758 article 24.

TA.954On 24 December 2013, Bank A issued an SBLC subject to UCP 600 in favour of a government entity, using beneficiary-required text. The SBLC contained auto-extension language: it would roll forward annually unless both the applicant and the beneficiary were notified by certified mail at least 120 days before expiry. If notified, any unused portion remained available for 120 days after receipt of the notices by both parties.
In August 2024, Bank A sent the required notices.

Beneficiary received on 26 August (120 days before expiry). Applicant received on 28 August (118 days before expiry).

Applicant wants to waive the two-day shortfall and allow expiry on 24 December 2024. Bank A is reluctant to cancel, despite no drawing or objection by the beneficiary.
Issues raised1. Possible interpretations of the expiry mechanism:o (a) Applicant can waive the deficiency in notice (similar to waiving a discrepancy) and the SBLC expires 24 December 2024.o (b) The auto-extension clause could allow drawings until 26 December 2024 (120 days after applicant's receipt of notice).o (c) Late notice to the applicant means the SBLC extends further, possibly until 24 December 2025.o (d) The notices might be considered completely ineffective, leaving the SBLC still live.o (e) The wording could even be read as allowing the issuing bank to send notices at any time, giving the beneficiary 120 days after receipt to draw.2. Would the outcome be different if the SBLC had been subject to URDG or ISP rather than UCP?
Bank A issued a standby LC on 24 December 2013 subject to UCP 600, containing an auto-extension clause requiring notice of non-extension to both beneficiary and applicant at least 120 days before expiry. In August 2024, the beneficiary received such notice on the 120th day, but the applicant received it only on the 118th day. The applicant sought to waive the late notice so that the standby would expire on 24 December 2024.
UCP 600 does not govern auto-extension clauses, so the issue rests on the wording of the standby itself. As both notices had to be timely, the late notice to the applicant rendered the non-extension ineffective. An applicant cannot "waive" its notice period; the only way to shorten the standby's duration would be by amendment accepted by the beneficiary. Accordingly, the standby remains in force beyond 24 December 2024, with the earliest possible expiry date being 24 December 2025. The clause wording also allows for notices of non-extension to be sent at any time, provided receipt is at least 120 days before expiry.
The analysis and outcome would be the same under URDG 758 or ISP98.
Conclusion:1(a) Waiver by the applicant is insufficient.1(b) The late notice to the applicant had no effect.1(c) Earliest expiry date is 24 December 2025.1(d) Non-extension notices were ineffective.1(e) The wording of the auto-extension clause would permit a notification to be notified to the beneficiary and applicant at any time but at least 120 days prior to the then expiry date.
2. Same conclusion under URDG 758 or ISP98.

TA.955On 5 December 2023, an Italian bank, acting as remitting bank under a collection subject to URC 522, sent a promissory note for EUR 159,854.38 with an expiry date of 28 December 2023 to the collecting bank. This was the fourth and final promissory note handled on a collection basis with the same bank and relating to the same drawee, the previous three having been duly paid by the collecting bank. The envelope containing this last note, forwarded by DHL, was received by the collecting bank on 24 December 2023.
On 12 January 2024, fifteen days after the note's expiry, the remitting bank requested information on the fate of the collection. Despite repeated follow-ups, the collecting bank neither effected payment nor returned the unpaid note, which constitutes a breach of URC 522 sub-article 26 (c) (3). Instead, the collecting bank offered only vague explanations, suggesting that the debtor might have settled directly with the remitting bank, something that has not occurred.
The remitting bank now suspects that the collecting bank mishandled the transaction and delivered the promissory note to the drawee without settlement. On the basis of the governing rules of URC 522 and the sequence of events, the remitting bank seeks confirmation from the ICC Banking Commission that the collecting bank is indeed obliged either to pay the amount due or to return the unpaid promissory note, as required by URC 522 sub-article 26 (c) (3).
A collection under URC 522 was received by the collecting bank on 24 December 2023 containing a promissory note due on 28 December. Three earlier notes under the same arrangement had been paid via the same bank, creating an expectation that this final note would also be handled properly. However, by 12 January 2024, no payment had been made. Despite repeated requests, the collecting bank neither returned the unpaid note nor confirmed settlement, merely suggesting without proof that the debtor might have paid directly.
URC 522 sub-article 26 (c) (3) obliges the collecting bank to ascertain reasons for non-payment, advise the remitting bank without delay, and return unpaid instruments. Its failure to do so, coupled with inconsistent explanations, breaches both this provision and article 9, which requires banks to act in good faith and exercise reasonable care. There is no authority under URC 522 for a collecting bank to release a promissory note before payment unless instructed.
Conclusion: The collecting bank must return the promissory note without delay if unpaid. If not, they have not acted in accordance with URC 522.

TA.956A letter of credit was received on 7 February 2025, and compliant documents were sent to the issuing bank on 7 March and delivered on 10 March. No MT734 or payment was received, so on 31 March a payment demand was issued. On that same day, the original documents were unexpectedly returned by the issuing bank, accompanied by a message that the transaction was non-compliant with their internal compliance risk management and that they had already closed their files.
The presenter responded that this return was unacceptable, citing UCP 600 Articles 7 and 8, which oblige an issuing bank to honour from issuance until expiry, and sub-article 16 (d), which requires a refusal notice within five banking days. No SWIFT message had been received within that period, so the documents should be deemed accepted.
After escalation via a German branch, the issuing bank asked for the documents to be re-presented, which occurred on 10 April. However, by then the documents were technically discrepant (due to expired credit and late presentation). Payment was only received on 25 April, after further reminders.
The questions now raised are:1. Whether "internal compliance risks" are equivalent to sanctions, and whether such grounds for refusal must be explicitly stated in an MT message.2. Whether an issuing bank must still send an MT799/MT734 refusal within five banking days under UCP 600 sub-article 16 (d), and if failure to do so means the documents are deemed accepted-even in cases of sanctions or compliance issues.3. Whether an issuing bank, by delaying and returning documents, can later reject them as discrepant upon a second presentation (after expiry or with late presentation).
On 10 March 2025, a complying presentation was delivered to the issuing bank. By 31 March, no payment or refusal notice had been sent, but instead the documents were returned with a vague reference to "internal compliance risk management." This did not constitute a valid refusal under UCP 600 article 16, which requires a notice of refusal within five banking days. By failing to comply, the issuing bank is precluded under sub-article 16 (f) from alleging non-compliance, and the documents are deemed accepted.
"Internal compliance risks" are not the same as sanctions, and unless grounded in binding law or regulation, they cannot justify refusal of a complying presentation under UCP 600 articles 7 and 15. ICC guidance has emphasised that internal sanctions policies should not be confused with legally binding prohibitions. If a sanctions-related issue existed, it should have been communicated by formal SWIFT message citing the legal basis.
When the bank wrongly returned documents, any later re-presentation is not a new presentation but a continuation of the original. The bank remains bound to honour, even if the re-presentation appears late or outside the credit's terms, since the delay was caused by the bank's own failure.
Conclusion: The issuing bank's reference to "internal compliance risks" was not a valid refusal. By missing the article 16 deadline, it is obliged to honour. Re-presented documents in the same form must also be honoured and cannot be rejected on the basis of discrepancies arising from the bank's own mishandling.

TA.957The confirming bank handled a documentary credit under UCP 600 with ISBP 821 as the interpretive guide. The LC terms included CIF to "any seaport in Egypt" and required a full set of at least 3/3 long form original clean on-board marine bills of lading issued or endorsed to the order of the bank, freight prepaid, and showing the full name and address of the carrier's agent in the destination country. Additional conditions stipulated that bills of lading showing charges additional to freight, as referred to in UCP 600 sub-article 26 (c), would not be acceptable except for demurrage fees for containers.
A full set of CMA CGM bills of lading was presented, correctly consigned "to order," marked "freight prepaid," and otherwise meeting the LC's conditions. However, each bill of lading-three sheets in total, with full carrier terms printed on the reverse-contained at the bottom of each page under "Additional Clauses" the pre-printed term "Free Out."
The issuing bank raised a discrepancy, relying on ISBP 821 paragraphs E27 (a) and (b), which prohibit references to costs additional to freight, including terms like "Free Out." The confirming bank rejected this discrepancy, arguing that under CIF Incoterms, discharge costs at destination are for the buyer's account and "Free Out" merely reflects this allocation of costs. Moreover, as "Free Out" appears as pre-printed wording in the carrier's standard clauses, it should fall under UCP 600 sub-article 20 (a) (v), which states that banks do not examine the terms and conditions of carriage on the reverse or in standard clauses.
The bank now seeks ICC's opinion on two points:1. Whether the pre-printed term "Free Out" amounts to a valid discrepancy under ISBP 821 E27 (a)-(b), as it expressly refers to charges additional to freight.2. Or alternatively, whether "Free Out" should be disregarded under UCP 600 sub-article 20 (a) (v), as part of the carrier's terms and conditions not subject to document examination.
A credit subject to UCP 600 required clean on-board bills of lading and included an additional condition prohibiting bills showing charges beyond freight, except for container demurrage. The presented bills of lading, three pages each, contained the pre-printed term "Free Out" under "Additional Clauses" on pages 1 and 2. The issuing bank rejected the documents, relying on ISBP 821 paragraph E27, which treats terms such as "Free Out" as references to costs beyond freight.
However, under UCP 600 sub-article 20 (a) (v), banks are not to examine the content of a bill of lading's terms and conditions of carriage. As "Free Out" appeared only in the pre-printed clauses of the carrier's standard conditions, it falls within this exclusion and cannot be treated as an examinable indication of additional charges.Conclusion: The words "Free Out" form part of the carrier's terms and conditions and are not to be examined. The issuing bank's refusal was therefore invalid.

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