How much of the Charterparty is incorporated into the Bill Of Lading?
The extent to which charterparty terms are incorporated into the bill of lading is dependent on two issues:
- The words of incorporation in the bill of lading
- The applicability of the charterparty terms to a contract of carriage.
Words of Incorporation. Not all of the charterparty will automatically be incorporated into the bill of lading. The charterparty terms will be incorporated only insofar as the words of incorporation in the bill of lading allow. Those words of incorporation can have a broad or narrow meaning, seeking to bring in many of the charterparty terms or very few. For example:
- Narrow Terms: A bill of lading incorporating charterparty terms regarding ‘freight and/or conditions of charter’. This would only incorporate into the bill of lading those charterparty terms to be performed by the consignee (buyer) or which refer to the discharge or receipt of the goods.
- Broader Terms: A bill of lading incorporating ‘all conditions and exceptions of the charter’.
- Broadest: A bill of lading incorporating ‘all terms and conditions, liberties and exceptions of the charterparty … including the law and arbitration clause’. An arbitration clause in a charterparty will not be incorporated into a bill of lading without specific words of incorporation (unless the arbitration clause in the charterparty actually says it applies to disputes under any bills of lading – which is not usual [as in Merak (1965)]).