This was a claim brought by Sealand Maersk Asia Pte Ltd (the claimant) against DZT Logistic LLC (the defendant) for recovery of a debt under a general obligation contract for RUB 248,146,625.92, and a contract for international carriage of goods for USD 1,144,652.17.

Maersk LLC, as an agent for the claimant, entered into the general obligation contract with the defendant on 1 February 2018. The claimant undertook to provide the defendant with containers and perform other services, including carriage of the goods. Each separate consignment was supported by a separate bill of lading. The general obligation agreement indicated that the terms of bills of lading enjoyed priority over the terms of the contract. The applicable law was the law of England and Wales.

The Court of first instance found in favour of the claimant, finding that the claimant performed the services agreed and the defendant failed to pay for these services. The judgment was upheld by the Court of Appeal. The defendant submitted a cassation appeal.

Held: The cassation appeal is dismissed.

Under art 118 of the Merchant Shipping Code of Russia (the MSC RF), a carrier and shipper may conclude long-term contracts on the organisation of the carriage of goods by sea. In this case, the carriage of particular goods is carried out under a separate contract concluded on the basis of the long-term contract.

According to arts 117 and 142 of the MSC RF, the existence and content of a carriage of goods contract may be proved by the bill of lading which is issued by the carrier. The same provision is contained in art 3.4 of the Hague Rules. It is also stipulated that the bill of lading creates the presumption that the goods are accepted by the carrier as they are described.

On the basis of an expert opinion on the content of the law of England and Wales, the Court found that the bill of lading provides proof of the conclusion of the carriage of goods by sea contract and prima facie proof of the acceptance of the cargo for carriage. The main function of the bill of lading is the proof of ownership of the goods under which possession of the bill of lading is equivalent to possession of the cargo. The person holding the bill of lading has the right to receive the goods at the port of destination.

The bill of lading confirms the existence of the carriage of goods contract and is the proof of the delivery of the goods onboard the vessel, as well as the means of disposition of the goods en route to another person. The bill of lading confirms not only the delivery of the goods to the carrier, but also the fact that these goods were delivered in apparently good condition. Therefore, the bill of lading is the document confirming the existence and content of the carriage of goods by sea contract and is a document of title.

Article 3.3 of the Hague Rules stipulates the information which should be included in the bill of lading. The same requirements are contained in art 144 of the MSC RF. This information does not include the requisites of the contract of general obligation. Even though this data is not included in the bill of lading, the bill of lading still consists of all the essential terms of the contract. On the basis of the above, the Courts of lower instances correctly stated that the terms of each carriage were contained in the separate bill of lading. The relationships between the claimant and the defendant were regulated by each bill of lading.

Under English law, terms of bill of lading prevail over the terms of the carriage of goods contract. The same rule is contained in art 118(2) of the MSC RF. The terms of carriage are agreed by the parties and indicated on the reverse side of the bill of lading. Moreover, they are publicly accessible on the claimant’s website. These terms are obligatory for all parties to the carriage contract, and prevail over any other terms.

Therefore, the relations between the claimant and the defendant were covered by the general obligation agreement and the separate contracts of carriage contained in the bills of lading. The services were properly provided by the claimant. The defendant failed to pay for these services and is thus liable.