T Comedy (UK) Ltd v Easy Managed Transport Ltd

A carrier’s contractual general lien cannot override the CMR Convention. Article 13.2 provides a self-contained right to retain goods for the charges shown on the consignment note, and Article 41 invalidates a wider general lien. If the carriage charges are omitted from the consignment note, the carrier loses the CMR lien, although the underlying contractual claim for payment remains.

Ownership of goods manufactured abroad is determined by the law of the place where the goods are situated. A manufacturer supplying materials under a manufacturing arrangement may retain title. A warehouse lien may nevertheless secure reasonable charges for work done in preparing goods for delivery, but not expenses incurred merely in maintaining the security.

The claimant supplied materials and commissioned garments for Next Retail Limited. Manufacture was undertaken through related English and Turkish companies, and the defendant haulier transported finished garments from Turkey to England and received other garments at its warehouse for onward delivery.

The defendant detained the garments to secure substantial unpaid debts owed by the manufacturing companies. The claimant obtained their release against a fortified cross-undertaking in damages and then sought declarations, damages and relief concerning the undertaking. The central issues were incorporation of the Road Haulage Association conditions, ownership of the garments, compatibility of contractual liens with the CMR Convention, the existence and extent of any particular lien, and the amount payable under the undertaking.

1. Disposition. The defendant had no general lien. The claimant was entitled to recover £600 damages for wrongful detention, but was required under the cross-undertaking to pay £2,626.09 for particular-lien charges. The net amount payable by the claimant was £2,026.09. Consequential orders, including release of the £25,000 security, were left to be determined.
2. Incorporation. The written tripartite agreement governed the international carriage and did not incorporate the RHA conditions. Standard statements on later invoices and delivery notes could not unilaterally vary an existing agreement. After the agreement expired, the parties intended its terms to continue pending a new agreement or express abandonment. The RHA storage conditions were incorporated for goods accepted into warehouse storage, but not before that point.
3. Ownership. Title in the materials was not transferred to the English intermediary. Under the lex situs, Turkish law applied to title during manufacture in Turkey. The arrangement was a manufacturing contract, not a sale, and the court accepted that the claimant remained owner of the components and finished garments. Title had not passed to Next under its purchase conditions or under Sale of Goods Act 1979, section 18, rule 5(2).
4. CMR lien. Article 13.2 of the CMR Convention created a self-contained code. A general lien for debts arising from other consignments derogated from the consignee’s right to delivery on payment of the charges shown on the consignment note and was therefore void under Article 41. A particular lien was similarly invalid to the extent it exceeded the Convention.
5. Charges. Although omission of carriage charges from the consignment notes did not affect the underlying contractual right to recover those charges, it defeated the CMR right of retention. The commercial purpose of Articles 6(1)(i) and 13.2 was certainty as to the sum required for release. The defendant could, however, rely on the storage conditions for reasonable charges for actual preparation and sorting work. It could not recover storage expenses incurred merely in maintaining its security.
6. The claimant, although not party to the carriage or storage contracts, had consented to the bailment and usual CMR and storage terms. The particular lien was therefore enforceable against it to the extent validly available.

First-instance decision. The judgment records an earlier order by HH Judge Mackie QC on 16 August 2006 requiring release of the garments against the claimant’s cross-undertaking, fortified by £25,000.