Carrier

An arbitration clause in a charter party will be incorporated into a bill of lading if either there are specific words of incorporation in the bill of lading, the arbitration clause is so worded as to make sense in the context of the bill of lading and the clause does not conflict with the express terms of the bill of lading; or there are general words of incorporation in the bill of lading and the arbitration clause or some other provision in the charter party makes it clear that the clause is to govern disputes under the bill of lading as well as under the charter. In all other cases the charter party arbitration clause is not incorporated into the bill of lading. A clause seeking to incorporate “all conditions’ as per charter party” would not describe an arbitration clause; and a charter party arbitration clause referring charter party disputes to arbitration could not be manipulated in such a way as to include bill of lading disputes. When the holder of the bill of lading is not the charterer the question arises as to whether it is the shipowner or the charterer that he sues for damage to his cargo. In the large majority of cases the contract of carriage is made with the shipowner and not with the charterer. The bills of lading are usually issued by the Master who is normally the servant and agent of the owner. If goods are loaded on board a ship pursuant to a contract of carriage the normal inference is that the shipper has contracted with the shipowner. In the absence of any special circumstances the shipper may assume that the Master is the agent of the shipowner. The Master binds the shipowner even if a form is used which is not authorized by the charter party. If the shipper does know the terms of the charter party, he is or should be aware that to sign a bill of lading other than in the particular form is beyond the Master’s authority the shipowner will not be liable to the shipper but the charterer will.