UNICREDIT BANK A.G. v EURONAV N.V.

A bill of lading issued to a charterer ordinarily operates only as a receipt, with the charterparty containing the contract of carriage. Transfer to a new lawful holder may confer contractual status, but charterparty novation alone does not revive contractual status. A misdelivery claim also fails where the claimant permitted, or would have permitted, the delivery, so the breach did not cause the claimed loss.

UniCredit financed Gulf Petrochem FZC’s purchase of fuel oil carried on the vessel Sienna. The bill of lading was issued to BP, the original charterer. The charterparty was later novated to Gulf, and the cargo was discharged by ship-to-ship transfer without production of the bill.

UniCredit, to which BP subsequently endorsed the bill, claimed damages against Euronav for breach of the bill of lading contract. The issues were whether the bill contained or evidenced a contract of carriage after novation and, alternatively, whether any breach caused UniCredit’s loss.

1. Where the shipper is also the charterer, the bill of lading ordinarily operates as a receipt and the charterparty governs the contractual relationship. A bill issued to a charterer may attain contractual status when endorsed to a new lawful holder, but this does not mean that contractual status is merely suspended and later revived.
2. The claimant did not establish that the bill contained or evidenced a contract of carriage after the charterparty was novated from BP to Gulf. The claim therefore failed.
3. Alternatively, the financing scheme contemplated discharge without production of the bill, and UniCredit accepted that the endorsed bill would not be available before discharge. On the evidence, it permitted, and would have permitted, discharge at Sohar by ship-to-ship transfer. The same loss would therefore have occurred in any event.
4. The claim was dismissed.