AMS Ameropa Marketing and Sales AG v Ocean Unity Navigation INC
[2024] EWCA Civ 1312
Unicredit Bank A.G. v Euronav N.V.
4 May 2023
[2023] EWCA Civ 471
Court of Appeal
A bank lent money to buy oil, and the shipping papers weren't available when the oil was delivered. The bank sued the ship owners. The court said even though the papers were missing initially, the law still protected the bank, but the bank would have let the delivery happen anyway, so they lost the case.
Key Facts
- •Unicredit Bank (Bank) financed the purchase of an oil cargo by Gulf Petrochem FZC (Gulf) from BP Oil International Ltd (BP).
- •BP voyage chartered the vessel SIENNA from Euronav N.V. (Owners).
- •Owners issued a bill of lading to BP.
- •Before carriage completion, the Bank paid BP, and the charterparty was novated to Gulf.
- •The oil was discharged in Oman on Gulf's instructions without presentation of the bill of lading.
- •BP later indorsed the bill of lading to the Bank.
- •The Bank sued Owners for breach of contract of carriage, alleging delivery without the bill.
- •Moulder J dismissed the claim, finding no contract of carriage in the bill at discharge or, alternatively, no causation.
Legal Principles
A bill of lading in the hands of a voyage charterer is usually a mere receipt, not a contract of carriage.
Rodocanachi v Milburn (1886) 18 QBD 67
Upon indorsement to a third party, a bill of lading attains contractual status, creating a new contract between the ship and consignee.
Tate & Lyle Ltd. v Hain Steamship Co. (1936) 55 Lloyd’s Rep 159
COGSA s. 2(1) retrospectively vests all rights of suit under the contract of carriage in the lawful holder of a bill of lading.
Carriage of Goods by Sea Act 1992
COGSA s. 2(2) confers rights of suit even if the bill is spent, if the holder obtained it under pre-existing contractual arrangements.
Carriage of Goods by Sea Act 1992
A waiver by a prior holder of a bill of lading does not bind a subsequent indorsee.
Tate & Lyle v Hain Steamship
Outcomes
Appeal dismissed.
The Court found that even if the bill of lading was a mere receipt in BP's hands at discharge, COGSA s. 2(1) retrospectively created a contract between the Bank and Owners upon indorsement. The Bank's loss was not caused by the Owners' breach because the Bank would have authorized the discharge without the bill anyway.
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