CAN A BRANCH ISSUE BILLS OF LADING AND SIGN AS A BRANCH OF THE NAMED CARRIER?

QUESTION

Dear Mr. Old Man,

We have received a bill of lading which is signed as follows:

SIGNED BY Orient Overseas Container Line Limited as Carrier

(signature)
———————————————————————————
OCCL Netherlands Branch

In my opinion, it is discrepant because the bill of lading does not show OCCL Netherland Branch’s signing capacity as agent for carrier. However, my colleagues say there is no discrepancy.

I want to hear your comment.

Brgds
Kim Thuy

——————–

ANSWER

Dear Kim Thuy,

The bill of lading clearly indicates the name of the carrier. Any of its branches may issue bills of lading and sign them as a branch of the named carrier.

The signature form as described in the question complies with the requirements provided in UCP 200 sub-article 20(a)(i) in relation to identification of the carrier and the manner in which the bill of lading is signed. There is no discrepancy.

Please also refer to ICC Opinion R754 / TA750rev attached below.

Best regards,
Mr. Old Man
—————-
Attachment:

When a bill of lading clearly indicates the name of the carrier, can any of its branches, even those having a different name, issue bills of lading and sign them as a branch of the named carrier?

Official Opinion R754 / TA750rev – 2009-2011
From UCP600 – UCP 600 sub-articles 20 (a) (i), 19 (a) (i), 21 (a) (i), 23 (a) (i) and 24 (a) (i)

QUERY
We kindly ask for your official opinion on the following query related to documents presented under a documentary credit issued subject to UCP 600.
An ocean carrier ("carrier") has replaced its agency ("agent") in Country U by a registered branch office ("branch"). Since the branch is part of the carrier company and not an independent legal entity, as was the agency, the bills of lading issued in Country U by the branch are effectively issued by the carrier itself. Consequently, the carrier's bills of lading are no longer signed by the local agent "as agent", but by the local branch "as carrier".

New form:

Signed as the Carrier [Name of Carrier] i.e., APM-M trading as M Line as carrier

[Signature of the branch] [Name of Branch] (branch) i.e., M Line Country U Branch

It should be noted that the names of the branch and the carrier are not identical.

The bank rejected the bill of lading and subsequently argued as follows: "It [the bill of lading] needs to be signed as I have shown it below. If it is not signed this way then the sign off does not conform to UCP 600 as it does not clearly show that [the Branch] are the agents for the carrier [Carrier]. […]
Signed as the Carrier [Carrier] [Signature] [Branch] (branch) AS AGENTS"
(Emphasis added)

The ocean carrier responded: "[The new form] signature fulfils the requirements of articles 19-21 of the UCP 600 which require that:
– the bill of lading indicates the name of the carrier; and
– the capacity of the party signing must be included.

The Commentary to the UCP 600 (provided by the UCP 600 Drafting Group) explains that " … whatever the name of the company that issued the transport document, an indication to the effect that the issuing company or another company is the carrier is required. This requirement will also be fulfilled if the party signing the document indicates that it is signing "as carrier … ". Clearly our proposal 'Signed as Carrier … '" satisfies this requirement as it directly names the carrier.

The Commentary goes on to state that "if the party is signing as agent, the name of that agent must be included, as well as the capacity in which it is signing". As [the Branch] is not signing as agent, this is not relevant. The UCP 600 makes no reference to branch set-ups; however, we are obliged to fulfil the requirement to state the capacity of the party signing, which is the branch. This does not alter the fact that [the carrier] is the carrier as they are the same legal entity."

Further, it would seem that the form requested by the bank is contradictory in that it states "signed as carrier" (above the signature) and "as agent" (under the signature). Clearly, the signatory cannot be both carrier and agent.

To the ocean carrier's reply, the bank responded: "We, as a bank, are not obliged to understand the legal standing and linkage of companies and are not expected to either. We still would regard this as a discrepancy as [the Branch] should be identified as agents."

Indeed, the bank is correct that it should not be obliged to understand the corporate structure of the signatories or carriers. In this case, however, the bill of lading clearly states that the branch signs as carrier, and such express statement must be compliant. The fact that the branch has a different name from that of the carrier (although being part of same) should not make the signature form discrepant either.

In light of the above, you are kindly requested to assist in the interpretation of UCP 600 sub-article 20 (a) (i) as for:

1. whether the ocean carrier's new signature form is sufficiently clear to determine the capacity of the signatory as carrier, i.e., if it is acceptable that a branch (however named) of the carrier signs the bill of lading.

2. whether, generally, a transport document that specifically states "Signed as the Carrier" followed by a signature, regardless of how the signatory is named, complies with the relevant provisions in articles 19 to 25.

Analysis

Question 1

A bill of lading must be signed in accordance with UCP 600 sub-article 20 (a) (i):
"A bill of lading, however named, must appear to:
i. indicate the name of the carrier and be signed by:
– the carrier or a named agent for or on behalf of the carrier, or
– the master or a named agent for or on behalf of the master.
Any signature by the carrier, master or agent must be identified as that of the carrier, master or agent.

Any signature by an agent must indicate whether the agent has signed for or on behalf of the carrier or for or on behalf of the master."

The bill of lading in question has been signed as follows:

Signed as the Carrier [Name of Carrier] i.e., APM-M trading as M Line as carrier

[Signature of the branch] [Name of Branch] (branch) i.e., M Line Country U Branch

It is stated that the names of the branch and the carrier are not identical.

The signatory is apparently identified as a branch, of the stated carrier, and, as such, does not act as an agent. The fact that it is a branch in a country different from the parent company is not relevant. Neither is the fact that the name of the branch differs from the name of the carrier.

The bill of lading clearly indicates the name of the carrier. Any of its branches may issue bills of lading and sign them as a branch of the named carrier.

The bill of lading thus fulfils the requirements of sub-article 20 (a) (i) by indicating:
(a) the name of the carrier [Carrier]
(b) that the signature is that of the carrier: "Signed as the Carrier [Name of Branch], Branch".

Question 2

UCP 600 sub-articles 19 (a) (i),20 (a) (i),21 (a) (i),23 (a) (i) and24 (a) (i) stipulate provisions related to the signing of transport documents by a carrier.

In accordance with these provisions, a signature by the carrier must be identified as that of the named carrier.

A transport document signed by the use of expressions such as &quot
;signed as the carrier" or "as carrier" or "carrier" will be acceptableprovided it identifies the named party (i.e., the named carrier) for which the signature was given.

The signatory and the carrier must be the same entity, which will include the possibility of the signatory being a branch of the named carrier, provided it is identified as such.

Conclusion

Question 1

The signature form as described in the enquiry complies with the requirements stated in UCP 600 sub-article 20 (a) (i) in relation to the identification of the carrier and the manner in which the bill of lading is to be signed.

Question 2

A document issued in the manner described under analysis will be acceptable.