UK: Identity Of Carrier Conundrum Finally Resolved

Last Updated: 5 August 2003

Article by Miranda Karali and Charles Smith

The House of Lords in Homburg Houtimport -v- Agrosin Private Limited & Ors "The Starsin" [2003] 2 WLR 711 overruled the Court of Appeal decision and in so doing, finally resolved a confused area of law relating to the situation where the wording in the signature box on the front of the bill of lading conflicts with standard identity of carrier and demise clauses on the back.

It is now common for demise clauses and identification of carrier clauses to be tucked away on the back of bills of lading in barely legible tiny print. This would not matter if they merely confirmed the details of the carrier indicated in the signature box or set out elsewhere on the front of the bill, but when there is conflicting information on the back of the bill, the identity of the carrier is far from certain.


In Fetim B.V. -v- Oceanspeed Shipping ("The Flecha") [1999] 1 LLR 612 Moore-Bick J held that the owners were the contracting carrier in a bill of lading contract as the demise and identity of carrier clause on the back of the bill clearly indicated that result, even though another company was described as the carrier on the front of the bill.

In Sunrise Maritime -v- Uvisco ("The Hector") [1998] 2 LLR 287 Rix J held that the typed stipulation of the charterer, USEL, as carrier on the face of the bill must be regarded as superseding the standard form identity of carrier clause on the back. The "Hector" was time chartered to USEL on terms that the master was to authorise the charterers to sign bills of lading on their behalf in accordance with mates’ receipts. Rix J considered that the bill of lading should be read in light of all its terms and also by reference to the surrounding circumstances. He concluded that the owners were not a party to the bill of lading as it was clearly intended that the bills would be issued and signed on the charterers’ behalf. This decision left this area of law in a state of limbo as Rix J’s judgment made no reference to the prior decision of Moore-Bick J in The Flecha. It would surely be difficult to argue that these two cases are distinguishable on the facts. They are in fact irreconcilable.

This is where we come to The Starsin which came before Colman J at first instance. In this case, the shipowners time chartered the vessel "Starsin" to Continental Pacific Shipping Limited ("CPS") in October 1995 for one trip from the Far East to ports in Western Europe. The vessel carried a number of consignments of timber and plywood which had been shipped under separate bills of lading. When the ship reached its destination it was found that the consignments had been seriously damaged by fresh water because they had been negligently stowed on loading prior to the voyage. Although CPS had authority, by virtue of an identity of carrier and demise clause on the back of the bills of lading, to cause a contract of carriage to be created between the shipowners and the shippers, the bills were issued by CPS and signed by port agents "as agent for CPS (the carrier)," those words being typed on the signature box on the front of the bills. However, the shippers proceeded to sue the owners and demise charterers of the vessel for breach of the contracts of carriage evidenced by the bills of lading.

Colman J adopted the reasoning of Rix J in The Hector and treated the signature for CPS as "carrier" as superseding the effect of the printed demise and identity of carrier clause. He considered that the correct approach in this situation was to ask the question "in what sense could the shipper to whom the bill was originally issued be expected to have understood the words used?" He said that greater weight should be given to written or typed provisions, such as the words which appear above the signature, rather than standard form printed conditions.

The Court of Appeal reversed that decision by a majority, Rix L.J. dissenting. Morritt V-C and Chadwick LJ said that the bill of lading should be construed as a whole. The demise clause clearly stipulated that the charterer had the authority of the shipowner to issue the bill on the shipowner’s behalf and that clause was a term of the contract to which the merchant agreed. They reasoned that in trying to give effect to all the terms of the contract the description of the charterer as "carrier" in the signature box must yield to the identity of carrier clause.


The shipowners appealed to the House of Lords and their appeal was allowed in the House of Lords judgment published in March 2003. The House of Lords held that a shipper would understand from the face of the bills that they had not been signed by the master but by agents for CPS "as carrier" and therefore the bills were charterers’ bills and CPS was the contractual carrier. Lords Hoffmann and Steyn said that the decision in The Flecha was wrong.

Lord Steyn considered that the problem "must be approached objectively in the way in which a reasonable person, versed in the shipping trade, would read the bill". As Rix L.J. had done in the Court of Appeal, he gave predominant effect to terms on the face of the bill. He said that "given the speed at which international trade is transacted, there is little time for examining the impact of barely legible printed conditions at the time of the issue of the bill of lading".

Lord Hoffmann pointed out that a "reasonable reader of the bill of lading" will know that it is "addressed not only to the shipper and consignee named on the bill but to a potentially wide class of third parties including banks which have issued letters of credit". He noted that standard terms for letters of credit, the Uniform Customs and Practice for Documentary Credits ("UCP") were in force when these bills of lading were issued. By virtue of article 23(a)(v) of UCP, banks are required to state in letters of credit that they do not read the small print at the back of the bill. Lord Hoffmann considered that the reasonable reader "will know that a bank, one of the potential addressees which anyone issuing a bill of lading must have in mind, would accept it as meaning that the person named on the front as the carrier was indeed the carrier". Furthermore, "the reasonable reader of a bill of lading does not construe it as a whole. For some things he goes no further than what it says on the front. If the words there are reasonably sufficient to communicate the information in question, he does not trouble with the back. It is only if the information on the front is insufficient, or the questions which concern the reader relate to matters which do not ordinarily appear on the front, that he turns to the back and then calls in his lawyers to construe the document as a whole."


The House of Lords decision in The Starsin should be welcomed as giving due consideration to the commercial reality of bill of lading contracts. It is now clear that wording on the front of a bill will be conclusive on the identity of carrier and it is only if these words are not sufficiently clear that any identity of carrier and/or demise clause on the back of the bill will be given consideration. Shipowners and charterers should stand up and take note. If a clause on the back of the bill is meant to be determinative of the identity of carrier, corresponding words must appear prominently and clearly on the face of the bill.

There may also be wide ranging implications of this decision, beyond shipping law, on other standard form contracts. Indeed, does this decision warrant a departure from the traditional construction approach that English law has always adopted in trying to construe a contract as a whole, trying to give effect, if at all possible, to every clause in it? Does it perhaps, whilst clarifying the law on identity of carrier clauses, open the way to challenges on other standard contract terms? Time will tell but it is certain that the implications of this judgment are far reaching and not yet fully worked out.

The content of this article does not constitute legal advice and should not be relied on in that way. Specific advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.