Plaintiff brought this action to recover damages for the alleged breach by the defendant of a Wholesale Financing Commitment (hereafter sometimes, "WFC"). The WFC was a contract, more specifically, a letter of credit, under which the defendant agreed to pay the plaintiff for invoices and drafts issued in connection with the delivery by plaintiff of Fiat motor vehicles to one of its dealers, Bob Raymond Imports, Inc. (hereafter sometimes, "BRI"). Following a bench trial, the court makes the following findings of fact and conclusions of law.
Findings of Fact
1. Plaintiff, Fiat Motors of North America (hereafter sometimes, "Fiat" or "Fiat Motors") is a business corporation, which at the time the complaint was filed was incorporated under the laws of the state of New York. At all times material herein, plaintiff's principal place of business was located in Hasbrouck Heights, New Jersey (Plaintiff's proposed findings of fact ("PPFF") No. 1).
2. Defendant, Mellon Bank, N.A. (hereafter sometimes, "Mellon" or "Mellon Bank"), is a national banking association not having its registered office or a principal place of business within the State of New York or the State of New Jersey. (PPFF No. 2).
3. Mellon Bank has its principal office and place of business within the district of the United States District Court for the Western District of Pennsylvania. (PPFF No. 3).
4. The amount in controversy in this action exceeds the sum or value of Ten Thousand Dollars ($10,000.00), exclusive of interest and costs. (PPFF No. 4)
5. Fiat Motors previously was known as Fiat-Roosevelt Motors, Inc. and Fiat Distributors, Inc. (PPFF No. 5).
6. At all times material hereto, Fiat Motors was an importer into and distributor of Fiat motor vehicles within the United States of America. (PPFF No. 6).
7. At all times material hereto, BRI was a car dealer engaged in the sale and servicing of Fiat motor vehicles. (PPFF No. 7).
8. By agreement dated November 19, 1975, Fiat Distributors, Inc. and BRI entered into a written Dealer Sales and Service Agreement (the "Dealer Agreement").
(Plaintiff's Exhibit No. 5).
9. At the time Fiat Motors entered into the Dealer Agreement, Fiat Motors relied on, inter alia, a Wholesale Financing Commitment previously issued by Defendant, Mellon Bank (Exhibit No. 1).
10. Mellon Bank had security agreements with Bob Raymond Imports and filed financing statements reflecting its security interest (Exhibits No. 25 and 25A).
11. On October 2, 1978, Mellon Bank executed another Wholesale Financing Commitment (Exhibit No. 2) for the benefit of plaintiff, Fiat Motors. This WFC provided in part that:
In consideration of shipments or deliveries of Fiat motor vehicles which may hereafter be made by you pursuant to written orders of the dealer designated above, [BRI] we hereby agree (a) to pay you the total amounts shown on invoices covering such shipments and deliveries . . . upon presentation by you to us of such invoices, or (b) to pay promptly at par, drafts drawn on us for the total amount of such invoices, provided, however, (i) that our obligation hereunder shall not exceed $50,000.00 aggregate amount of invoices or drafts presented in any one day . . . .