PARK, Circuit Judge, concurring in the judgment (amended):

When people receive money by mistake, the law usually requires them to give it back. This commonsense rule allows transferors to reclaim property that rightfully belongs to them— whether misdirected funds, 1 an accidental overpayment, 2 or a credit to the wrong bank account. 3 An exception to the general rule can sometimes protect a recipient who was owed the mistakenly paid money. Under this narrow equitable defense, called “discharge for value,” a creditor who receives a payment in discharge of a debt he is owed can defeat restitution by invoking his own competing claim to the disputed funds. But here, Defendants had no such claim—not when they received Citibank’s money, and not when they were asked to give it back—because they were not entitled to payment for another three years after Citibank erroneously sent them half a billion dollars. Allowing them to keep that money would turn equity on its head and topple the settled expectations of participants in the multitrillion- dollar corporate-debt market. It would also be brutally unfair.

1 E.g., Home Sav. Bank v. Rolando, 14 A.2d 822, 824 (R.I. 1940) (sum of money paid by a bank to the executor of the late Francisco Marsicano was erroneously drawn from an account that “in fact . . . belonged to another man by the name of Francisco Marsicano”). 2 E.g., PaineWebber, Inc. v. Levy, 680 A.2d 798, 798–800 (N.J. Super. Ct. Law Div. 1995) (seller of stock received proceeds for 100 times his number of shares due to an unprocessed reverse stock split). 3 E.g., Citibank, N.A. v. Warner, 449 N.Y.S.2d 822, 823 (Sup. Ct. 1981) (“[T]he bank inadvertently microencoded the defendant’s account number 010 22666 thereon, instead of the account number of the [intended recipient] 109 22666.”). In my view, this is a straightforward case that many smart people have grossly overcomplicated. The Court ultimately arrives at the correct conclusion but only after taking an unnecessary detour through the factual record. I agree with the majority that the district court clearly erred in concluding that there were insufficient red flags to put Defendants on notice of Citibank’s mistake. I also agree that the district court erred as a matter of law in its overreading of Banque Worms. But Defendants’ case fails on a more basic level: A recipient of mistakenly transferred funds cannot invoke the discharge-for- value defense—a general legal rule incorporated by the Restatement (First) of Restitution and the New York Court of Appeals—unless and until it has a present entitlement against the debtor. Put simply, you don’t get to keep money sent to you by mistake unless you’re entitled to it anyway. I respectfully concur only in the judgment.

I. BACKGROUND

On August 11, 2020, Citibank set out to process a $7.8 million interest payment to the lenders of its client Revlon, Inc., a global cosmetics company. But instead, Citibank inadvertently wired the entire principal balance of the loan—nearly $1 billion—from the bank’s own account. Some recipients gave the funds back. Defendants (“the Creditors”), managers who controlled over $500 million of the mistakenly transferred funds, did not. Citibank sued, lost at a bench trial, and appealed to this Court. A. Revlon’s Debt Dispute

In 2016, Revlon took out a $1.8 billion loan (the “2016 Term Loan”) to finance its purchase of Elizabeth Arden, Inc., another cosmetics brand. A syndicate of lenders agreed (under the “2016 Term Loan Agreement”) to provide the funds in exchange for

2 periodic interest payments and a return of principal on September 7, 2023, the maturity date. Revlon offered certain intellectual property (“IP”) as collateral.

In addition to Revlon and the lenders, Citibank was party to the