245 F. Supp. 3d 473
S.D.N.Y.2017Background
- CVI owned the Panamanian-flagged pipe-laying vessel SAMPSON and chartered it to Oceanografía under a charter party containing a no-lien clause.
- CVI contracted with Cal Dive under a Ship Management Agreement to provide below-deck crew; Cal Dive also supplied above-deck pipe-laying personnel and claims $1,623,459.92 unpaid.
- Cal Dive sued in rem against the SAMPSON to enforce a maritime lien and in personam against CVI and CarVal; the case was transferred from the Northern District of Florida.
- CarVal moved to dismiss Cal Dive’s claims against it; Cal Dive alleges an oral agreement (or guarantee) with CarVal for above-deck crew.
- Key factual dispute for the lien: whether Cal Dive had actual knowledge of the charter party’s no-lien clause (CVI contends Cal Dive possessed the charter; Cal Dive disputes actual notice).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| 1. Whether CarVal should be dismissed for failure to state a claim | Cal Dive: CarVal orally requested/supplied above-deck crew and guaranteed payment (so in personam liability) | CarVal: not party to contracts; not owner; no basis for in rem or in personam liability | Denied: Complaint plausibly alleges an oral contract/guarantee against CarVal; dismissal denied |
| 2. Whether Cal Dive has a maritime lien enforceable in rem against the SAMPSON | Cal Dive: supplied necessaries (above-deck crew) on order of charterer, so lien arose | CVI: supplier had actual knowledge of no-lien clause (because charter party was provided / other notices), which defeats lien | Denied to both: genuine dispute exists whether Cal Dive had actual knowledge of the no-lien clause; summary judgment denied for both sides |
| 3. Whether CVI is liable in personam (oral contract/guarantee) to pay Cal Dive | Cal Dive: there was an oral agreement/guarantee by CVI to pay if Oceanografía failed | CVI: Ship Management Agreement (entire agreement/no-oral-mod clause) governs relations; no written contract for pipe-laying crew; alleged guarantee barred by Statute of Frauds if non-maritime | Granted for CVI: court held Ship Management Agreement precludes oral modification and the alleged guarantee is not maritime and thus barred by New York Statute of Frauds |
| 4. Whether the Ship Management Agreement governs disputes (law-of-the-case / enforceability of no-oral-mod clause) | Cal Dive: dispute concerns pipe-laying crew and not governed by Ship Management Agreement | CVI: prior Florida transfer ruling applied the Agreement; law of the case; Agreement contains entire-agreement/no-oral-mod clause | Court: follows prior transfer ruling; applies law of the case; finds the Entire Agreement clause unambiguous and bars oral contract claims against CVI |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for pleadings)
- Ashcroft v. Iqbal, 556 U.S. 662 (pleading must permit reasonable inference of liability)
- Itel Containers Int’l Corp. v. Atlanttrafik Exp. Serv. Ltd., 982 F.2d 765 (maritime lien is a jus in re against vessel)
- Triton Marine Fuels Ltd. v. M/V PACIFIC CHUKOTKA, 575 F.3d 409 (elements/character of maritime lien)
- Trans-Tec Asia v. M/V HARMONY CONTAINER, 518 F.3d 1120 (lien remedies and supplier presumptions)
- Gulf Oil Trading Co. v. M/V CARIBE MAR, 757 F.2d 743 (actual notice of no-lien clause defeats lien when supplier received specific notice)
- Kossick v. United Fruit Co., 365 U.S. 731 (oral contracts in maritime law)
- Fednav, Ltd. v. Isoramar, S.A., 925 F.2d 599 (surety/guarantee to pay damages is not maritime)