only those provisions of the charterparty which are directly germane (i.e. relevant and necessary) to the shipment, carriage and delivery of the goods and the payment of freight.

Where a bill of lading is said to incorporate only the ‘conditions’ of the charterparty, it has been held that this only refers to conditions to be performed by the consignee, or which relate to the delivery and discharge of the cargo. It does not extend to the exception clauses of the charterparty which potentially relieve or limit the owner/carrier’s liability.

If the words on the bill of lading are, on the face of it, wide enough to incorporate the charterparty clause in question then, as to incorporation, the charterparty clause must be examined to see whether it makes sense in the bill of lading context. The correct approach is to treat the charterparty clause as if set out, in full, in the bill of lading, but to reject it if it makes no sense, is commercial repugnant or is obviously inconsistent with the bill of lading contract.

Which charterparty is incorporated?

Where a charterparty is expressly identified on the bill, or where there is only one possible charterparty, there is no practical problem as to identification. Where there is more than one charterparty to choose from however, as indeed is often the case, and the bill of lading fails to identify which charterparty is to be incorporated, the presumption is that the head charterparty is incorporated since that is the one to which the owner/carrier is a part.

The above presumption is then displaced where the head charter is a time charter and there is a relevant voyage charter ‘further down the chain’. Here the voyage charterparty terms will usually be the terms so incorporated.

The general principle appears to be that where the courts have to choose between two or more charterparties, they will be inclined to favour the incorporation of the terms of that charter which are more (or the most) appropriate to regulate the legal relationship between the parties to the bill of lading. Given many time charterparties contain clauses inapplicable to the bill of lading context, it make sense that a voyage charter be preferred to that of a time charter.

Where there is a long charterparty chain, as a general rule of thumb if the charterparty date on the applicable bill is left blank then the terms of the head voyage charterparty will be so incorporated, or the time-trip charter for the voyage in question