International Business Transactions Outline
SIG: under CIF transaction, B must get title vi. B/L in the context of the K of Affreightment 1. Private Carrier a. ship leased in whole or in part by special arrangement. b. K known as charger party c. private carrier owes a regular duty of care, i. e. only liable for damages to the extent that they were proximately caused by a breach of the obligations contained in the K of carriage. 2. Common carrier(strict liability (most common) a. carrier holds itself out to the general public as engaged in the business of marine transport for compensation. b. trict liability to carrier so they have duty to insure goods. c. liability only limited by acts of God, public enemy, and inherent vices of the shipper, i. e. if there is an inherent problem with the goods, e. g. bugs in the fruit. d. Cf w/ air carriers, who make S sign a K of adhesion. They used to disclaim any liability, but now federal law requires minimum insurance. 3. COGSA a. must insure $500/package b. If a good is being shipped into or out of the US, COGSA applies and parties may not K out of COGSA. 4. F. D. Import & Export Corp. v. M/V Reefer Sun (S. D. N. Y. , 2002) a.
S in Ecuador selling bananas to B in Ukraine. B helped by F. D. Imports with the sale. Bananas arrive spoilt, but it’s unclear if it was due to negligence by suppliers or carriers. b. There is an arbitration clause charter party, incorporated into the B/L, that binds all parties, even those that did not sign it, b/c the BL explicitly references the CP, so there was a duty to investigate. c. The clause covers to all disputes arising under the CP, so the claims relating to shipment of the goods, and the cross claim by the carriers against the suppliers are disputes relating to the charter party.
But ? ’s claims relating to planting and maintenance of the fruit do not relate to matters covered by the BL or CP. d. Non-arbitrable issues are separate, so the Ct doesn’t have to stay the non-abritrable issues until resolution of the arbitration. e. SIG: arbitration clauses in the Charter Party can apply to all claims arising under it, and be applied against non-signatories as long as it’s properly incorporated into the B/L. vii. Bill of Lading and Carrier Liability 1. Document that is signed by the carrier of the goods acknowledging that the goods have been received for shipment. 2.
Minimum contents: description of goods, names of parties, date, places of shipment and destination. 3. Functions: a. K of carriage (or evidence thereof) b. receipt of the goods c. document of title (if treated as such by parties) 4. used in air, water, rail and road transport—can have separate or through BLs 5. In multi-modal transport, a carrier will issue a clean B/L 6. B/Ls for export from US are subject to Pomerane Act (Federal Bill of Lading Act) a. recognizes negotiable B/Ls: one that allows transfer by endorsement. . straight B/Ls: made out to named cosignee and cannot be transferred by endorsement. c. Protects good faith purchaser of the bill. d. Issuer of a bill (carrier) is liable for misleading statements about the goods and has duty to deliver to consignee or holder of bill. 7. Hague Rules, 1921 a. limit carriers ability to limit liability under BLs b. Visby Rules (1968)( i. increased minimum coverage ii. not ratified by the US 8. Hamburg Rules a. more carrier liability b. not adopted by any important maritime state 9.
COGSA (1936)—Carriage of Goods by Sea Act a. carrier liability limited to $500/package b. Can’t K out of COGSA for inward and outward shipments(this violates conflict of law principles c. if there is no B/L (e. g. on a Charter Party) then COGSA does not apply d. Himalaya Clause i. can apply to persons performing services on behalf of the carrier, e. g. stevedores, truck carriers, etc. e. COGSA applies where: i. All Ks for carriage of goods by sea to or from the US in foreign trade (common carriers) ii.
Private carriage under a charter party only when charter party incorporates it through a Clause Paramount (Fruit) iii. If there is a B/L that forms the K of carriage, then COGSA applies even with private carriage. f. COGSA does not usually apply to i. inland transport ii. non-carriers 1. **BUT Himalaya clause provides coverage 10. Fruit of the Loom v. Arawak Caribbean Line Ltd. (S. D. Fla, 1998) a. Fruit sends goods from Jamaica to Kentucky using Arawak as a carrier, who will carry them by sea and then sub-K for Seaside to drive them to Kentucky.
On road transport the truck is hijacked. There was a through BL so COGSA governs. The Himalaya cause means that Seaside is covered by COGSA. The B/L also placed risk of theft on shipper, so carrier not liable at all. 11. Steel Coils v. Lake Marion (5th Cir. 2003)(BoP a. Steel coils are damages in transit from Russia to New Orleans and Houston by seawater. Coils travel by rail from Moscow to Riga, where the Lake Marion crew took them. b. Burden: i. ? must establish PF case by demonstrating that cargo was loaded in an undamaged condition and discharged in a damaged condition. 1