World Fuel Services Trading, DMCC v. M/V Hebei Shijiazhuang
12 F. Supp. 3d 792
E.D. Va.2014Background
- Tramp chartered the M/V HEBEI SHIJIAZHUANG from Claimant for five-month period in 2012; Bunkerfuels Hellas arranged bunkers for World Fuel Services (WFS) DMCC.
- On Oct 22, 2012, Tramp requested a bunker quotation; the bunker confirmation named buyer as the vessel and Tramp, seller as BUNKERFUELS A DBA/DIVISION OF WFS Trading DMCC, and identified APSCO as the physical supplier with terms of 30 DDD by TTT.
- The bunker confirmation stated that the sale was on the credit of the vessel and that the seller could assert a maritime lien; it incorporated WFS Corp.’s General Terms and Conditions via website, with a notice option to obtain a copy.
- WFS Corp.’s Marine Group General Terms and Conditions, including Credit and Security and Law and Jurisdiction provisions, described the extending of credit to the vessel and the shipowner’s liability for bunkers.
- APSCO delivered bunkers on Oct 29, 2012; vessel’s chief engineer signed Bunker Delivery Notes bearing no lien language.
- Plaintiff filed a Verified Complaint on Apr 4, 2013 asserting a maritime lien; vessel arrested on Apr 8, 2013; a cash bond was posted by Claimant to obtain release.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| What law governs contract formation and incorporation? | Greek law governs formation; U.S. choice-of-law provision valid if incorporated. | Greek law governs formation; U.S. law invalidly imposed as governing choice. | Greek law governs contract formation and incorporation analysis. |
| Was Plaintiff in privity to the contract between Tramp and Bunkerfuels Hellas? | Plaintiff was seller; Vogas acted as its broker; privity established. | Plaintiff not party to contract; no privity. | Plaintiff satisfied privity to the contract. |
| Did the General Terms apply by incorporation by reference? | General Terms validly incorporated; notice provided and copy offered. | Incorporation unclear; insufficient notice under Greek law. | General Terms were validly incorporated by reference. |
| Do the General Terms properly cover Plaintiff as a participant? | Marine Group Terms extend to subsidiaries; Plaintiff is a subsidiary of WFS Corp. | General Terms must name Plaintiff; otherwise not covered. | Plaintiff falls within the scope of the General Terms. |
| Does the General Maritime Law of the United States include the Federal Maritime Lien Act (FMLA) provisions cited? | FMLA is incorporated; general maritime law includes statutes like FMLA. | General Maritime Law of the United States does not automatically include FMLA for this context. | The General Maritime Law of the United States includes the FMLA; a maritime lien exists. |
Key Cases Cited
- Trans-Tec Asia v. M/V Harmony Container, 518 F.3d 1120 (9th Cir. 2008) (determine which country’s law controls contract formation when terms are incorporated by reference)
- Lauritzen v. Larsen, 345 U.S. 571 (1953) (Lauritzen factors for maritime choice-of-law)
- M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (choice of law in maritime contracts and enforcement of forum selection/choice)
- Miles v. Apex Marine Corp., 498 U.S. 19 (1990) (statutory preemption and interpretation of general maritime law vs. statutes)
- The Kate, 164 U.S. 458 (1896) (early maritime lien principles and inquiry doctrine)
- The Valencia, 165 U.S. 264 (1897) (charter-party inquiry and lien principles)
- Garanti Fin. Kiralama A.S. v. Aqua Marine & Trading, Inc., 697 F.3d 59 (2d Cir. 2012) (agency authority and incorporation principles in shipping contracts)
- O.W. Bunker Malta Ltd. v. M/V TROGIR, 2013 WL 326993 (W.D. Cal. 2013) (actual knowledge of no-lien clause required to defeat lien)
- Garanti Finansal Kiralama AS v. Aqua Marine & Trading, Inc., 697 F.3d 59 (2d Cir. 2012) (agency authority and pricing in maritime contracts)