Terms of Letter of Indemnity

The Letter of Indemnity (LOI) will contain the following terms. Beneficiary – who should be the beneficiary under the law? The obvious answer is the person who is doing what is asked, but the proper answer is anyone who might incur liability. Consequently, LOis are widely addressed, for example, to owners/charterers/their agents and/or servants, and the master etc. In a recent case, Laemthong Glory (2005), the LOI was addressed to charterers and promised to indemnify charterers’ servants. The owners wanted to claim under the LOI but the LOI providers said the owners were not a beneficiary. The court held that the owners were charterers’ agents or servants, so they were a beneficiary to the LOI. Details of the voyage/goods etc – these need to be sufficiently identified so that the request can make sense and any action under the LOI can be made clearly. Preamble/description of events and request – this will usually say what is happening and why and will set out what the specific request is, for example, to discharge goods without production of bills of lading etc. Indemnity – clear indemnity clauses will set out what the LOI provider is liable for. It is common to include a provision that they provide security if, for example, the beneficiary’s vessel is arrested for security for a claim by the bill of lading holder. Duration – In some forms of LOI a duration is stated. Typically, where there is delivery of goods without production of original bills of lading, the LOI expires when the original bills of lading are produced to the LOI beneficiary. Jurisdiction -It is always sensible to have a jurisdiction clause in an LOI, as LOis are enforced differently around the world. Issuer/signatory – the LOI must be properly signed and endorsed by the LOI provider. It is very important to ensure that the person who signs has proper authority. Counter-signatories – They agree to take on the same obligations as the LOI provider. This is good for the beneficiary. It reduces his credit risk. Although banks are often asked to be counter-signatories, they will very rarely agree to this.