## Facts

- Wells Fargo Asia Ltd. (WFAL) arranged, through a money broker, to place two Eurodollar time deposits with Citibank’s Manila branch.
- The broker’s telexes and the parties’ confirmation slips documented the deposits; the confirmation slips stated repayment would occur in New York.
- When the deposits matured, Citibank/Manila refused to repay, citing a Philippine government decree restricting repayment from Philippine assets.
- WFAL sued Citibank in New York, seeking to hold Citibank liable and to satisfy the obligation from Citibank’s New York (and other) assets.
- The district court found an agreement to repay in New York but treated “repayment” and “collection” as distinct; applying New York law in the absence of an agreement on collectability, it allowed WFAL to reach Citibank’s worldwide assets.
- The Second Circuit affirmed, treating the repayment-location finding as not clearly erroneous and concluding that repayment in New York necessarily authorized demand and collection there under “general banking law principles.”

## Issues

1. Whether the agreed place of repayment under the parties’ deposit arrangement is a factual determination reviewed for clear error under Federal Rule of Civil Procedure 52(a).
2. Whether an agreement that deposits are repayable in New York, without more, makes them collectible from Citibank’s New York (or worldwide) assets.
3. Whether the court of appeals may rely on generalized “banking law principles” without identifying and applying the governing substantive law, including any choice-of-law rules.

## Decision

- The Supreme Court held that determining the place of repayment from the parties’ agreement and surrounding evidence is a question of fact subject to Rule 52(a)’s clearly-erroneous standard.
- The Court concluded the Second Circuit properly deferred to the district court’s factual finding that repayment was agreed to occur in New York.
- The Court vacated and remanded because the Second Circuit did not adequately identify the applicable law or explain, under that law, why an agreement to repay in New York necessarily establishes collectability against Citibank’s New York assets.

## Legal Principles

- The determination of contractual place of payment, when derived from documents, market usage, and other evidence, can be a factual finding reviewed for clear error under Rule 52(a).
- Appellate courts must ground conclusions about banking obligations in identified sources of governing law (statutes, precedents, and applicable choice-of-law rules), not abstract references to “general banking law.”
- Whether specifying a place of repayment also determines where a creditor may enforce and collect against a bank’s assets is a legal question that depends on the governing substantive law and its application to the parties’ arrangement.

## Conclusion

The Court treated the agreed place of repayment as a fact question subject to deferential review, but required a law-based analysis of whether repayment in New York makes the deposits enforceable and collectible against Citibank’s New York assets, vacating the affirmance and remanding for further proceedings.


Citibank, N.A. v. Wells Fargo Asia Ltd., 495 U.S. 660 (1990)