In Memory of James G. Barnes

I had the privilege of knowing Jim, or “Dr. Barnes” as he was respectfully called, for almost 40 years. 

We met in 1986 through the American Bar Association’s (“ABA’s”) Letters of Credit Subcommittee and the joint Task Force that was formed by the ABA and the U.S. Council on International Banking to study then existing U.S. letter of credit law and recommend whether to revise Uniform Commercial Code (“UCC”) Article 5 on Letters of Credit.  Joining the Subcommittee and volunteering for the Task Force were two of the best decisions of my professional life, as they led to my meeting good mentors and friends like Jim.

Each meeting of the Task Force was like a master seminar discussing finance, trade, and systems optimization.  Back then, we did not have Zoom or Teams, so our meetings were held in person and correspondence was exchanged by hard copy or fax between meetings.  Jim contributed mightily to identifying problems and suggesting solutions, and it was there that I believe he began his decades long collaboration with Professor James E. Byrne.  Together they became known as the “two Jims.”

The landmark 1990s revision of UCC Article 5 resulted from the work of our Task Force and the subsequent efforts of the UCC Article 5 Drafting Committee.  Many contributed to those efforts, but Jim Barnes played a critical role second to none.

What I remember most about Jim (apart from his ample height and his friendly years-long competition with Dennis Noah to wear the most colorful neckties at conferences) are his willingness to share his knowledge of trade finance, his curiosity to understand why certain innovations developed into industry practice and others fell by the wayside, his desire to help others, and his zeal to improve things. 

Jim had an amazing ability to step back from an issue or transaction and determine what made sense in the context.  He never seemed lost in the forest for the trees.  He was rightly skeptical of problem-solving approaches that relied on the mechanical application of a dictionary or rules of grammar.  Instead, he championed understanding customs and practice and talking with bankers and businesspeople who handled finance and trade.  He focused on the principles that could be derived from real world transactions, not on academic hypotheticals or abstract theories.

Jim was probably best known as an expert in the areas of letter of credit practice and bank guarantee practice, but he was also expert in the area of third party legal opinions practice, including the legal opinions that are customarily rendered in the U.S. by borrower’s counsel to lender’s counsel.

Jim’s writing style was terse, precise, and distinctive.  If something could be accurately stated in fewer words, he ruthlessly edited out the unnecessary words.  If a sentence, paragraph, or document could be reorganized to be clearer or more persuasive, he did not hesitate to do so.  But if a transaction or diplomatic endeavor required a lighter touch, he could focus on the key issues and let minor issues go. 

His many accomplishments in the field of letters of credit and bank guarantee practice are legion.  I will leave cataloging them all to others and focus on a few that seem most important to me.

In addition to Jim’s key role in the drafting and passage of UCC Revised Article 5, he contributed greatly to the drafting and adoption of the 1998 International Standby Practices (“ISP98”), the drafting of Model Forms under ISP98, multiple revisions of the Uniform Customs and Practice for Documentary Credits (“UCP”) (including Jim’s insistence on clarifying and expressly stating the independent right to reimbursement of a nominated bank that acts on its nomination), and the drafting of the United Nations Convention on Independent Guarantees and Standby Letters of Credit.

Jim gave freely of his time and expertise at countless industry conferences and meetings, including those sponsored by the ABA and the Institute for International Banking Law & Practice (“IIBLP”).  I looked forward to seeing Jim at these events.  He always offered a fresh perspective on problems and usually had practical suggestions.  His input was highly sought after, freely given, and greatly valued.

He wrote insightful pieces for numerous publications, including The Business Lawyer, DCInsight, Documentary Credit World (DCW) and, prior to DCW, Letter of Credit Update.  He was a past Chair of the ABA Letters of Credit Subcommittee and an active member of the Subcommittee for decades. 

Today, many seem content to focus on sound bites, click-bait, and other superficial things.  Jim was old-school.  He wanted to understand how and why certain things worked and why other things failed.  He tried to help others and make things better.  He succeeded.

It is no exaggeration to state that Jim was a giant in his professional work and that his memory will fondly live on in all of us who had the privilege of knowing and collaborating with him.  I expect the fruits of Jim’s professional accomplishments like the UCC Article 5 revision, ISP98, and the ISP98 Model Forms to outlive us all, and I hope his examples of mentorship and leadership do as well.

Jim was a good friend, and I will miss him.

Read more: In Memoriam: James Barnes