Okla. Stat. tit. 12A § 5-105
Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation.
Okla. Stat. tit. 12A, § 5-105
Oklahoma Code Comment
Revised Section 5-105 is unchanged from former Section 5-105 . The Section codifies the long-accepted notion that a letter of credit is not a contract subject to such common law principles as offer, acceptance and consideration. Rather, it is a commercial specialty based on the law merchant. This concept is in accord with Lord Mansfield's opinion in Pillans v. Van Mierop, 97 Eng.Rep. 1035 (K.B. 1765), and Justice Marshall's ruling in Lawrason v. Mason, 7 U.S. (3 Cranch) 492 (1806). Moreover, because the letter of credit obligation is independent from the underlying transaction, failure of consideration in the underlying contract will not affect the letter of credit obligation. See Agri Export Coop. v. Universal Sav. Ass'n , 767 F.Supp. 824, 829 (S.D.Tex.1991).
Oklahoma decisions have recognized that a letter of credit is not a contract, but is a conditional engagement to pay, dependent on the presentation of documents specified in the letter of credit. See, e.g. Philadelphia Gear Corp. v. FDIC, 587 F.Supp. 294, 300 (W.D. Okla.), modified on other grounds, 751 F.2d 1131 (10th Cir.1984), rev'd, 476 U.S. 426 , 90 L.Ed.2d 428, 106 S.Ct. 1931, on remand, 795 F.2d 903 (10th Cir.1986). Insufficiently considered language to the contrary, as in First State Bank, Ketchum v. Diamond Plastics Corporation, 891 P.2d 1262 (Okla.1995) (letter of credit is a contractual arrangement), should not be taken in this context to qualify this point.