The appellant, SLT Imports Inc (SLT), a New Jersey-based importer, agreed to provide financing for Krishna Food Corp to import goods from Bikaji Foods International, based in India. The respondent, SAR Transport Systems Pvt Ltd (SAR), based in India, was the carrier. Krishna would pay SAR for each delivery by drawing on SLT's bank facility. These contractual obligations were memorialised in a bill of lading for each shipment, on which Bikaji was listed as consignor, SLT as consignee, and SAR as carrier. The bills stipulated that, on delivery, SAR would only release the goods to Krishna on presentation of an endorsed BOL. The complaint suggests that once Krishna paid for the goods via SLT's bank facility, SLT would endorse the bill and provide it to Krishna. Krishna, in turn, would presumably submit the endorsed bill to SAR in exchange for the transfer of the goods.

In November 2021, SLT discovered that SAR had allegedly made multiple deliveries to Krishna without receiving an endorsed bill for any of them, as was required, and sued SAR in the District Court of New Jersey: see CMI2497. The District Court held that:

1. SLT failed to allege a claim for fraud in the execution;
2. SLT's claim is time-barred by the one-year limitations period established by COGSA, ch 229, § 3(6), 49 Stat 1207, 1209 (1936) (46 USC § 30701 note);
3. the deviation doctrine does not apply; and
4. SLT is not entitled to equitable estoppel.

SLT appealed to the Court of Appeals.

Held: District Court judgment affirmed.

'Fraud in the execution arises when a party executes an agreement with neither knowledge nor reasonable opportunity to obtain knowledge of its character or its essential terms.': Connors v Fawn Mining Corp 30 F 3d 483, 490 (3d Cir 1994). The District Court held that SLT failed to state a claim for fraud in the execution because 'Plaintiff does not allege that Defendant duped it into thinking the bills of lading were any different than what Plaintiff thought they were.' This Court agrees. SLT does not allege in its complaint that it lacked knowledge or a reasonable opportunity to obtain knowledge of the endorsement requirement. Rather, the complaint alleges that SAR misled SLT by agreeing to release cargo only upon presentation of an endorsed bill despite its secret intention to breach that obligation. Thus, the essence of the complaint is not fraud in the execution, but breach of contract. Pleading it as a fraud claim appears to have been an artful attempt to dodge the COGSA limitations period.

SLT's claim is time-barred under COGSA. SLT argues that COGSA's one-year limitations period should not apply under the deviation doctrine, but the Court disagrees. COGSA applies to 'every bill of lading or similar document of title which is evidence of a contract for the carriage of goods by sea to or from ports of the United States, in foreign trade': 49 Stat 1207. COGSA absolves carriers 'from all liability in respect of loss or damage unless suit is brought within one year after delivery of the goods or the date when the goods should have been delivered': Id § 3(6), 49 Stat 1209.

The complaint alleges 20 fraudulent deliveries spanning from 30 August 2015- 20 June 2016. SLT treats all 20 bills as being subject to the same limitations period. But each bill is a 'separate contract' for which the COGSA limitations period 'runs independently': 2A Benedict on Admiralty § 163(a). It makes no difference, as SLT's claim for even the most recent bill is time-barred under COGSA.

SLT appeals to the 'principle that, in a proper case, a respondent may, by his representations, promises, or conduct, be estopped to assert the [COGSA statute of limitations]': United Fruit Co v JA Folger & Co 270 F 2d 666, 669 (5th Cir 1959). But this case is not like United Fruit, where the shipper 'induc[ed] the carrier, just four days before the running of the statute, to grant' an extension and then, in an about-face, sought 'to destroy the effect of the very thing he brought about, after the carrier ha[d] changed his position in detrimental reliance' on the extension: id at 669. Rather, SAR's alleged intent to breach had no effect on SLT's ability to sue within one year of the conduct.

SLT also claims that the deviation doctrine vitiates the limitations period. The deviation doctrine derives from common law. 'Prior to [COGSA], an unjustifiable deviation from the agreed route precluded the carrier from relying on any exculpatory provisions in the bill of lading.': 2A Benedict on Admiralty § 121. But then Congress passed COGSA, which 'recognized the doctrine of deviation but circumscribed it': SPM Corp v M/V Ming Moon 965 F 2d 1297, 1303 (3d Cir 1992) (CMI1849). COGSA provides in § 4(4), 49 Stat 1210:

Any deviation in saving or attempting to save life or property at sea, or any reasonable deviation shall not be deemed to be an infringement or breach of this Act or of the contract of carriage, and the carrier shall not be liable for any loss or damage resulting therefrom: Provided, however, That if the deviation is for the purpose of loading or unloading cargo or passengers it shall, prima facie, be regarded as unreasonable.

Thus, COGSA implies that unreasonable deviations can violate the Act, but it does not define deviation. This Court has looked to the pre-COGSA definition of deviation, under which a deviation was primarily understood as geographic, ie the wandering or straying of a vessel from the customary course of the voyage. There is no question that SAR's alleged deviation - unloading cargo without an endorsed bill - does not constitute a geographic deviation.

Rather, SLT argues SAR's conduct was a quasi-deviation. A quasi-deviation refers to any other 'variation in the conduct of a ship in the carriage of goods whereby the risk incident to the shipment will be increased, such as carrying the cargo on the deck of the ship contrary to custom and without the consent of the shipper: SPM Corp at 1303; 2A Benedict on Admiralty § 123. Courts and commentators have been critical of the quasi-deviation doctrine, particularly in the post-COGSA era. Thus, respecting Congress's limitation on the deviation doctrine, multiple courts have held that non-delivery or misdelivery of goods are not quasi-deviations. Because the quasi-deviation doctrine is 'not one to be extended', this Court agrees and affirms the rule that misdelivery of cargo is not a deviation that bars resort to the protections of COGSA.

Finally, even if the conduct alleged in SLT's complaint were a deviation, it would not vitiate COGSA's one-year limitations period. The deviation doctrine exists to place the carrier into the position of insurer of the cargo; it deals with 'variation in the conduct of a ship in the carriage of goods whereby the risk incident to the shipment will be increased': SPM Corp 1303. Thus, the deviation doctrine nullifies contractual or statutory provisions exculpating the carrier for cargo mishaps: 2A Benedict on Admiralty §§ 121, 128. But COGSA's limitations period confines the parties' rights to bring suit; it is unrelated to the allocation of risk for conduct on the high seas: see Bunge Edible Oil Corp v M/Vs' Torm Rask & Fort Steele 949 F 2d 786, 788 (5th Cir 1992).