BARCLIFF, LLC, d.b.a. Radcliff/Economy Marine Services, Plaintiff-Appellant, v. M/V DEEP BLUE, IMO NO. 9215359, her engines, apparel, furniture, equipment, appurtenances, tackle, etc., in rem, Defendant-Appellee, ING Bank N.V., P. O. Box 1800 ALP B.02.050 Amsterdam 1000 BV Netherland, Intervenor-Appellee.
No. 16-17755
United States Court of Appeals, Eleventh Circuit.
November 30, 2017
1063
Before ED CARNES, Chief Judge and BLACK, Circuit Judges, and MAY, District Judge.
William Cuthbert Baldwin, Richard Scott Jenkins, Jones Walker, LLP, New Orleans, LA, Matthew C. McDonald, Jones Walker, LLP, Mobile, AL, for Defendant-Appellee.
Before ED CARNES, Chief Judge and BLACK, Circuit Judges, and MAY,* District Judge.
BLACK, Circuit Judge:
The M/V Deep Blue is a pipe-laying vessel deployed in the Gulf of Mexico. In late 2014, the Deep Blue required a routine refueling. Its owner contacted a global marine fuel supplier. The supplier agreed to sell the fuel and deliver it to the Deep Blue at the Port of Mobile, Alabama. Rather than fulfill the order out of its own stocks, the supplier purchased the fuel from an affiliate. The affiliate, in turn, subcontracted with Plaintiff-Appellant Barcliff, LLC, d/b/a Radcliff/Economy Marine Services (Radcliff), a Mobile-based maritime fuel provider, to supply and deliver the fuel. Radcliff rendered performance and fueled the Deep Blue in November 2014.
This otherwise ordinary transaction ultimately became a problem for Radcliff because, before any money changed hands, the global marine fuel conglomerate collapsed into bankruptcy. Radcliff found itself in the position of having supplied several hundred metric tons of fuel on the credit of a now-insolvent counterparty. Radcliff asserted a maritime lien on the Deep Blue in a bid to recover directly from the ship, giving rise to this litigation.
After a bench trial, the district court determined Radcliff did not have a lien on
I. BACKGROUND
The significance of the contractual structure of the sale outlined above will become clear in the course of our analysis. Accordingly, we begin by introducing the parties to the transaction in relation to their contractual counterparties.
A. The Sequence of Contracts
1. Technip purchases bunkers from O.W. UK
Technip UK Limited (Technip) is a U.K.-based company and the owner of the Deep Blue. Since 2001, Technip has used the Deep Blue to lay pipe for oil rigs in the Gulf. The Deep Blue requires periodic refueling. Each time, Technip‘s Scotland-based procurement team solicits bids from a handful of international fuel suppliers. The suppliers respond with price quotes, and Technip selects the most appropriate proposal.
O.W. Bunkers (UK) Limited (O.W. UK), also a U.K. entity, is a member of the O.W. Bunker Group, a global fuel supply conglomerate. On October 22, 2014, Technip sent out a request for quotations to O.W. UK and two other suppliers, seeking bunker fuel1 for the Deep Blue in the Port of Mobile, Alabama. After reviewing the bids, Technip awarded the supply contract to O.W. UK, whose offer, at $824 per metric ton, was the least expensive.2 Payment was to be due within thirty days of delivery.
2. O.W. UK purchases bunkers from O.W. USA
Now obligated to supply the Deep Blue in the Gulf of Mexico, O.W. UK entered into a second purchase and sale contract in order to procure the 850 metric tons of bunkers it had agreed to sell to Technip. This time, O.W. UK was the buyer of the fuel and O.W. Bunker USA, Inc. (O.W. USA) was the seller. O.W. USA, a Houston-based sibling company of O.W. UK, agreed to sell 850 metric tons of bunker fuel to O.W. UK for $823.30 per ton, with delivery to be made to the Deep Blue in Mobile.
3. O.W. USA purchases bunkers from Radcliff
O.W. USA had agreed to sell O.W. UK 850 tons of fuel, but the fuel would not come from its own stocks. Rather, O.W. USA added a final link to the chain of contracts by retaining Radcliff to supply the bunkers. Radcliff agreed to sell the fuel to O.W. USA and deliver it to the Deep Blue at a price of $823 per ton, payment due within thirty days.
B. The Fueling
After the contractual arrangements were worked out, O.W. USA emailed Radcliff and put Radcliff in touch with the Chief Engineer of the Deep Blue, Ian Ladyka, to coordinate delivery. Radcliff communicated with Ladyka, rather than O.W.
Radcliff fueled the Deep Blue outside the Port of Mobile on November 1, 2014. When the fueling was complete, Ladyka signed a bunker delivery certificate acknowledging that the 850 tons of fuel had been conveyed. Each seller sent an invoice to its respective buyer at their agreed prices: Radcliff to O.W. USA for the fuel sold to it and delivered to the Deep Blue; O.W. USA to O.W. UK; and O.W. UK to Technip.
C. ING Bank and the Collapse of the O.W. Bunker Group
The ship now fueled and having recommenced its operations, all that remained was settlement. Had everything gone according to plan, Technip would have paid O.W. UK $700,400 for 850 tons of fuel at $824 per ton; O.W. UK would have paid O.W. USA $699,805; and O.W. USA would have paid Radcliff $699,550. But none of these sums was remitted because the O.W. Bunker Group, the global marine fuel conglomerate of which O.W. UK and O.W. USA were members, imploded. The Group‘s parent company filed for bankruptcy in its native Denmark on November 7, 2014, one week after the Deep Blue was fueled, and concurrent bankruptcy cases were opened for its subsidiaries, including O.W. UK and O.W. USA, in jurisdictions around the world. Relevant here, O.W. USA‘s proceeding commenced on November 13, 2014, in the District of Connecticut. See Chapter 11 Voluntary Petition, In re O.W. Bunker USA Inc., No. 14-51722 (Bankr. D. Conn. Nov. 13, 2014). Thus, Radcliff remained unpaid.
An overview of the O.W. Bunker Group explains the involvement of ING in this case. The O.W. Bunker Group was founded in Denmark in 1980 and grew to be one of the world‘s largest maritime fuel providers. The Group‘s operations consisted of a physical supply division, which provided bunkers directly from the Group‘s onshore stocks using its own fleet of ships, and a trading and reselling division, which bought fuel from third parties and sold it at a markup.
In December 2013, eleven months before the transaction at issue in this case, members of the O.W. Bunker Group, including O.W. UK and O.W. USA, entered into a $700 million revolving credit agreement with ING and a syndicate of other lenders to supply working capital. The credit was secured by O.W. Bunker Group‘s receivables due from customers around the world pursuant to a security agreement governed by English law (the Security Agreement).
Over the course of 2014, the Group drew down nearly the entire facility, which empowered ING to take its security, namely, payments that third parties owed to members of the Group. ING began to do so pursuant to a cooperation agreement between ING and the bankruptcy estate of O.W. UK, by which ING became entitled to collect on O.W. UK‘s outstanding receivables, with all recoveries to be paid into ING accounts. Among them was Technip‘s unpaid invoice for the fuel supplied to the Deep Blue.
D. This Suit
Having received no payment, and with its contractual counterparty, O.W. USA, in
In April 2015, ING intervened in the suit. ING alleged that O.W. UK supplied the fuel to the ship, albeit using subcontractors, and Technip had not yet paid O.W. UK, so O.W. UK, not Radcliff, had a lien on the Deep Blue. In addition, ING had taken title to O.W. UK‘s accounts receivable as a result of the credit arrangements. Thus, ING asserted that it, not Radcliff, was entitled to the money Technip paid into the court.
The parties consented to try the case before a magistrate judge.3 Following a two-day bench trial, the court entered an order concluding that Radcliff did not possess a lien on the ship. O.W. UK, on the other hand, did have a lien, and had duly assigned it to ING. The court entered judgment against Radcliff and in favor of ING and directed that the full amount Technip paid into its registry be disbursed to ING. Radcliff appealed.
II. STANDARD OF REVIEW
When a district court sitting in admiralty conducts a bench trial, we review the court‘s factual findings for clear error and its conclusions of law de novo. Venus Lines Agency, Inc. v. CVG Int‘l Am., Inc., 234 F.3d 1225, 1228 (11th Cir. 2000).
III. DISCUSSION
A maritime lien is a special property right in a ship given to a creditor by law as security for a debt or claim, and it attaches the moment the debt arises. Crimson Yachts v. Betty Lyn II Motor Yacht, 603 F.3d 864, 868 (11th Cir. 2010) (quotations omitted). The Federal Maritime Lien Act (FMLA)4 determines when a person is entitled to such a lien. It reads:
[A] person providing necessaries to a vessel on the order of the owner or a person authorized by the owner . . . has a maritime lien on the vessel . . . .
In this case, the parties agree Radcliff satisfied the first and second elements of the statute when it provided 850 metric tons of bunker fuel to the Deep Blue in Mobile, Alabama. The subject of their dispute is whether Radcliff supplied the ship on the order of the owner. If not, then Radcliff has no lien.
ING‘s asserted lien, on the other hand, requires us to answer two questions. First, did O.W. UK actually provide necessaries to the Deep Blue, even though it subcontracted the job to O.W. USA, and in
We begin with Radcliff.
A. Whether Radcliff Has a Lien
1. The general rule: A subcontractor does not receive a lien
As noted above, the parties agree that neither O.W. UK nor O.W. USA was Technip‘s agent or broker.6 Thus, Radcliff cannot aver that Technip authorized those entities to establish an agreement between Radcliff and Technip. Rather, as we have discussed, each party entered into a separate contract—Technip with O.W. UK, O.W. UK with O.W. USA, and O.W. USA with Radcliff. Radcliff‘s case turns, then, on whether it can show that it acted on the order of the owner, Technip, in some more indirect way.
To that end, we first address Radcliff‘s contention that the district court erred in refusing to follow Marine Fuel Supply & Towing, Inc. v. M/V Ken Lucky, 869 F.2d 473 (9th Cir. 1988). In Radcliff‘s view, this nearly three-decades-old Ninth Circuit case applies with dispositive force because of its ostensible factual similarity. In Ken Lucky, Bulkferts, a subcharterer of the ship the Ken Lucky, ordered its managing agent, Eurostem, to procure fuel for the ship.7 Ken Lucky, 869 F.2d at 475. Eurostem contacted Brook which, in turn, instructed Gray to place an order with Marine Fuel. Marine Fuel supplied the ship, billed Gray, and sought payment from Brook, but Brook went bankrupt. Marine Fuel asserted a lien on the vessel. Id. The district court wanted to know whether Brook was also Bulkferts‘s agent, in which case Marine Fuel might be said to have performed the work on the order of a person authorized by the owner. Id. at 476. The Ninth Circuit, however, concluded such a determination was unnecessary because the defendants had admitted that Marine Fuel sold marine fuel and bunkers to Bulkferts. Id. Because the parties had agree[d] that the order originated from Bulkferts and Bulkferts accepted the fuel when Marine Fuel delivered it, Marine Fuel obtained a lien on the ship. See id. at 477. In essence, the court decided that the appellees’ admission satisfied the order-of-the-owner requirement.
Radcliff appears to read Ken Lucky as standing for the proposition that any time an owner orders fuel for its ship, and that fuel is accepted from the third-party supplier by a member of the crew, a maritime lien arises in favor of the supplier—even if the owner ordered the fuel from a different entity. That view of Ken Lucky is strained because of the appellees’ admission noted above. See id. ([W]e need not reach the question whether the district court‘s conclusion that Brook was not Bulkfert‘s [sic] agent is erroneous because appellees have already admitted that the fuel and bunkers were sold to Bulkferts. (emphasis in original)). We read the case as highly dependent upon that particular factual stipulation, which is not present here. But more fundamentally, we have difficulty comprehending how the district court here could have committed an error of law in declining to follow Ken Lucky, as it is not binding law in this Circuit. See United States v. Rosenthal, 763 F.2d 1291, 1294 n.4 (11th Cir. 1985) ([A]ny decision of another circuit, published or unpublished, is only of persuasive value.).
Radcliff‘s rejoinder is that Ken Lucky mirrors this Circuit‘s broad[] interpretation of order of the owner. That is, whereas the district court invoked the principle of stricti juris,8 it should have construed the FMLA broadly, in which case it would have found Ken Lucky persuasive. Radcliff cites Atlantic & Gulf Stevedores, Inc. v. M/V Grand Loyalty, 608 F.2d 197, 202 (5th Cir. 1979),9 for the proposition that FMLA is to be given a liberal application. Some of the Court‘s statements in that case might appear on their face to cast doubt on the time-honored principle that [m]aritime liens are governed by the principle stricti juris and will not be extended by construction, analogy or inference.10 Inbesa Am., Inc. v. M/V Anglia, 134 F.3d 1035, 1037 n.3 (11th Cir. 1998) (quotations omitted). However, our subsequent decisions have clarified this Court‘s position. In In re Container Applications International, Inc., 233 F.3d 1361, 1366 (11th Cir. 2000) (Grand Loyalty simply held that it was unnecessary to apply this rule of construction [stricti juris] because it was clear that Congress intended, through the 1971 amendments, to make it easier and more certain for stevedores performing traditional services to be protected.). Indeed, we expressly rejected the argument that Grand Loyalty requires that we interpret all provisions of the FMLA liberally, stating that [w]e do not find this to be the holding in Grand Loyalty. Id.; cf. Crimson Yachts, 603 F.3d at 872 (Like its predecessors, Congress passed the current version of the Federal Maritime Lien Act to resolve misunderstandings that had developed about the meaning of the Act; Congress did not intend to effect any dramatic substantive change.).
Accordingly, we decline Radcliff‘s invitation to read on the order of the owner so broadly. Were we presented with an issue of first impression, we might also question the practical utility of Radcliff‘s desired interpretation. Stricti juris or not, however, we have already had occasion to construe on the order of the owner, and the result we reached is inconsistent with Radcliff‘s position. Galehead, Inc. v. M/V Anglia, 183 F.3d 1242 (11th Cir. 1999), is our leading case in this area and it squarely controls this appeal. In light of Galehead, it cannot be said that Technip ordered Radcliff to supply the fuel to the Deep Blue within the meaning of the FMLA.
In Galehead, we considered three purported liens on the M/V Anglia arising from three occasions on which fuel was supplied to it. First, in August 1995, Genesis, the charterer, contacted Polygon to obtain bunkers.11 Id. at 1244. Polygon subcontracted with Asamar, and Asamar found a supplier, which supplied and delivered the fuel to the ship. Asamar paid the supplier, but never received payment. It assigned its claim to Galehead, a collection agency. Id. The same sequence of events occurred again in September 1995, and Asamar assigned its second claim against the ship to Galehead as well. Id. In October 1995, Genesis once again sought fuel for the Anglia. This time, Polygon bypassed Asamar and subcontracted directly with the supplier. Once again, Genesis did not pay. Polygon assigned its claim to Galehead. Id.
Galehead brought suit seeking payment and asserted three liens on the ship, the first two assigned by Asamar and the third by Polygon. We held Asamar had no liens to assign to Galehead because it did not act on the order of the owner; rather, Asamar acted at Polygon‘s request. Id. at 1245 (Asamar did not provide the bunkers on order of the owner or an authorized agent. Asamar provided the bunkers at Polygon‘s request, and Polygon is not [an agent of Genesis].). Polygon, however, was in direct privity with Genesis, and clearly acted on Genesis‘s orders. Id. Although Polygon subcontracted to a third party rather than supply the vessel with its own personnel, it nevertheless satisfied all three elements of the maritime lien statute: Polygon provided necessaries (the fuel) to the ship (the Anglia) on the order of the owner (Genesis). Id. Galehead was entitled to one lien on the Anglia, that assigned by the general contractor, Polygon, but it was not entitled to the liens ostensibly assigned by the subcontractor, Asamar.
Galehead stands for the rule in this Circuit: Where the owner directs a general contractor to provide necessaries to its vessel, a subcontractor retained by the general contractor to perform the work or provide the supplies is generally not entitled to a maritime lien. Id. at 1245; accord Cianbro Corp. v. George H. Dean, Inc., 596 F.3d 10, 17 (1st Cir. 2010); Lake Charles Stevedores, Inc. v. Professor Vladimir Popov MV, 199 F.3d 220, 229 (5th Cir. 1999); S.C. State Ports Auth. v. M/V Tyson Lykes, 67 F.3d 59, 61 (4th Cir. 1995); Port of Portland v. M/V Paralla, 892 F.2d 825, 828 (9th Cir. 1989). This is because, absent facts indicating the owner has designated the general contractor as its agent to procure necessaries on its behalf, a general contractor does not have the authority to bind the ship.12 See Port of Portland, 892 F.2d at 828 (It is the general rule that a general contractor does not have the authority to bind a vessel.). As such, the subcontractor is merely a contractual counterparty of the general contractor; it has no relationship with the owner. It is the general contractor that, on the order of the owner, provides the necessaries to the ship. Whether it does so with its own employees and supplies or by retaining a subcontractor is immaterial. Absent certain extraordinary circumstances as discussed below, a subcontractor cannot meet the third statutory element required to obtain a maritime lien. Id.;
Under the general rule as stated, Radcliff does not have a maritime lien on the Deep Blue. Radcliff acted on the order of O.W. USA, not Technip.
2. The exception: Significant and ongoing involvement
However, Galehead recognizes an exception to the general rule. Even where the general contractor is not an agent of the owner, and the owner does not initially order the subcontractor to perform the work, it might still be said that the owner somehow authorized the work if it was sufficiently aware of, and involved in, [the] work that it might be said that [the subcontractor] was working for [the owner]. Galehead, 183 F.3d at 1245. Specifically, we held that [w]here the level of involvement between the owner and the third-party provider was significant and ongoing during the pertinent transaction, a question of fact may arise as to whether the third-party provider (i.e., the subcontractor) in effect performed the work on the order of the owner. Id.
Galehead arrived at the significant-and-ongoing-involvement exception by looking to prior Eleventh Circuit cases on the subject. On the one hand, our Court has discerned certain circumstances in which a subcontractor could obtain a lien even though the general contractor was the one that took the official order from the owner. Those cases involved extensive maintenance, such as painting, coating, and cleaning, Marine Coatings of Ala., Inc. v. United States, 932 F.2d 1370 (11th Cir. 1991), or repair work, Stevens Tech. Servs., Inc. v. United States, 913 F.2d 1521 (11th Cir. 1990). Moreover, in those cases, although the initial order to do the work was given to the general contractor, the owner and the subcontractor developed a relationship over an extended period of time as the work progressed. In Stevens, for example, the owner was in contact almost exclusively with the subcontractor because the general contractor did not have the capability to perform the work. Id. at 1535. Instead, the owner dealt directly with the subcontractor and its employees directed, inspected, tested, and approved the subcontractor‘s work on a continuing basis. Id. at 1525-26, 1535. Thus, the owner‘s participation with the subcontractor was so substantial that it could not seriously be argued the work was not done on the owner‘s orders. Id.
The Galehead panel juxtaposed Marine Coatings and Stevens with cases involving a one-off transaction, where the degree of involvement with the owner is minimal or nonexistent. Galehead, 183 F.3d at 1246. One of those cases involved fuel provision. Id. (citing Tramp Oil & Marine, Ltd. v. M/V Mermaid I, 805 F.2d 42, 45 (1st Cir. 1986)). In those circumstances, the subcontractor would not receive a lien. Id.
In light of these precedents, the Galehead panel determined Asamar did not fall within the exception to the general rule that subcontractors do not receive liens. There was no genuine dispute as to whether Asamar had the kind of relationship with Genesis that would establish that Genesis authorized Asamar‘s work on the vessel. 183 F.3d at 1246. Asamar‘s contact with Genesis was much more limited than the significant and ongoing involvement between the subcontractors and the owners in Marine Coatings and Stevens.
Radcliff attempts to avail itself of the significant-and-ongoing-involvement exception in this case. The problem for Radcliff is that it does so for the first time on appeal.13 It offered the district court no occasion to consider the exception, so the trial proceeded without any reference to it. Rather, Radcliff argued that, even if Ken Lucky did not control the case, the acceptance of the fuel by the Deep Blue‘s Chief Engineer constituted ratification of a contract between Technip and Radcliff directly. See Amended Brief in Support of Summary Judgment at 5; Trial Transcript at 216, 221-223, 245. This ratification argument is markedly different from Galehead‘s significant-and-ongoing-involvement test. Radcliff‘s failure to present the district court with the possibility that it fell into the Galehead exception deprived the court of the opportunity to weigh the facts in light of it. Consequently, the argument is not properly before us.14 Access Now, Inc. v. Sw. Airlines Co., 385 F.3d 1324, 1331 (11th Cir. 2004) (This Court has repeatedly held that an issue not raised in the district court and raised for the first time in an appeal will not be considered by this court. (quotations omitted)); accord Hurley v. Moore, 233 F.3d 1295, 1297 (11th Cir. 2000) (Arguments raised for the first time on appeal are not properly before this Court.).
As a result, the district court did not err in determining Radcliff does not have a lien on the Deep Blue.15
B. Whether ING Has a Lien
As previously stated, whether ING has a lien on the Deep Blue depends first on whether O.W. UK had a lien and second on whether that lien was assigned to ING under the Security Agreement. The district court answered both questions in the affirmative, and we find no error in its determination.
1. Whether O.W. UK Had a Lien
There is no dispute that O.W. UK acted on the order of Technip, the owner of the Deep Blue, when it agreed to sell 850 metric tons of bunker fuel to Technip for the ship‘s use. Whether O.W. UK had a lien on the ship comes down to whether it provided the fuel within the meaning of the statute. Radcliff contends O.W. UK did not. After all, Radcliff ultimately delivered it.
The last time we considered this question was, once again, in Galehead. And under that case, the answer would appear to be straightforward: O.W. UK clearly provided the fuel, by delegating performance to Radcliff, who then delivered it. Basic contract principles provide that in general, a party meets its obligations under an agreement when the party‘s delegate renders performance. See Galehead, 183 F.3d at 1245 (A contracts to deliver to B coal of specified kind and quality. A delegates the performance of this duty to C, who tenders to B coal of the specified kind and quality. The tender has the effect of a tender by A. (quoting
Nevertheless, Radcliff contends that the general contractor bears an additional obligation not mentioned in Galehead before it can receive a lien: it must pay the subcontractor to whom it delegated performance. Radcliff acknowledges that no authority directly supports this proposition, but submits that it lies latent in the case law.
Radcliff‘s argument is meritless. First and foremost, it finds no support in the text of the statute. Section
Accordingly, the district court did not err in determining that O.W. UK provided the bunkers to the vessel within the meaning of
2. Whether O.W. UK Assigned the Lien to ING
The district court found that O.W. UK assigned its lien on the Deep Blue to ING pursuant to the Security Agreement. Radcliff contests that determination on appeal. Here too, we are unpersuaded.
To begin with, we note that maritime liens are assignable. Robert Force & Kris Markarian, Fed. Judicial Ctr., Admiralty and Maritime Law Second Edition, 2013 WL 6732869 (Maritime liens are assignable; the assignee ordinarily assumes the rank of the assignor in determining lien priority.); Thomas J. Schoenbaum, 1 Admiralty and Maritime Law § 9-1 (5th ed.) (A maritime lien may be assigned, and one who advances money for the discharge of a lien occupies the position of an assignee.). The question, then, is simply whether the Security Agreement in fact assigned O.W. UK‘s lien on the Deep Blue. The Security Agreement is, as the parties agree, governed by English law. Questions of contract interpretation and matters of foreign law are reviewed de novo. Hegel v. First Liberty Ins. Corp., 778 F.3d 1214, 1219 (11th Cir. 2015); Cooper v. Meridian Yachts, Ltd., 575 F.3d 1151, 1163 n.5 (11th Cir. 2009).
Pursuant to § 2.3(a) of the Security Agreement, O.W. UK assigned all rights, title and interest in respect of the Supply Receivables. Supply Receivables is defined to include the monetary sum Technip owed to O.W. UK for supplying the fuel.16 Radcliff asserts that any maritime lien that arose in O.W. UK‘s favor was not a right[], title [or] interest in respect of Technip‘s obligation to pay O.W. UK for the fuel. That is, O.W. UK assigned the monetary debt but not the corresponding maritime lien. There is no merit to this contention.
English principles of contract interpretation ring familiar to the American ear. A court is concerned to identify the intention of the parties by reference to what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to be using the language in the contract to mean. Arnold v. Britton, [2015] AC 1619, ¶ 15 (UKSC), https://www.supremecourt.uk/cases/docs/uksc-2013-0193-judgment.pdf (quotation omitted). That intention is discerned by looking to the words of the contract in their documentary, factual and commercial context, considering, inter alia, the natural and ordinary meaning of the clause and the overall purpose of the contract. Id.
The lien on the Deep Blue is, without a doubt, a right or interest under the agreement in respect of—in other words, [a]s regards, as relates to; with reference to17—Technip‘s obligation to pay O.W. UK for the fuel. Indeed, the whole purpose of the lien is to secure the debt. See Galehead, 183 F.3d at 1247 (noting that a maritime lien is security for a debt (citation omitted)). The debt was assigned; it is only reasonable that the security would be assigned as well. The documentary, factual, and commercial context confirm that it was the intention of the O.W. Bunker Group and ING to assign the lien to ING. As ING notes, the Security Agreement was executed in connection with a $700 million credit facility extended to the O.W. entities during their financial hardship. There is little reason to believe parties intended to exclude the lien, by which the bank could enforce the debts it had acquired to secure the loan to the O.W. Bunker entities.
The district court did not err in determining that O.W. UK had a lien on the Deep Blue and that O.W. UK assigned it to ING.
IV. CONCLUSION
For the foregoing reasons, the district court did not err in finding that ING has a lien on the Deep Blue and Radcliff does not. Accordingly, its judgment is AFFIRMED.