Cross Chartering asserts that Noel Corcoran, general manager of Bredero Shaw, agreed with the contents of the email at an April 19, meeting held in Trinidad.
Turnover Information available as an option. You might also like. D at 53, , Reynolds and various ShawCor representatives exchanged numerous communications about the shipments over the two months after the initial agreement. During this period, R.
D at , The parties determined that lighters would have to be used to carry the iron ore cargo from the vessel to the dockside, when the cargo would then be loaded onto trucks for inland carriage.
Large flat-bottomed barges called "lighters" are used for transporting cargo to or from a vessel that cannot be berthed at a pier or dock.
Over the course of the next two weeks, Cross Chartering and R. This shipment needed to reach Trinidad by February 1, Cross Chartering and R. On December 30, , R. F; Docket Entry No. As a result of R. At the meeting, the ShawCor representatives explained that they expected R. ShawCor offered to take R. The client similarly refused to agree to a higher rate. On January 3, , ShawCor issued amended purchase orders to R.
The email noted that Cross Chartering and R. In the email, Cross Chartering asked R. ShawCor did not sign this recap and asserts that it never received or saw the email.
On January 6, , following further communications between ShawCor and R. The crew loaded the cargo without incident and the vessel departed on January 15, On January 27, , R.
ShawCor rejected the invoice as contrary to the parties' agreement and to the amended purchase orders ShawCor had issued on January 3, In response to ShawCor's rejection of the January 27, invoice, R. D at ; Exs. In this purported email, ShawCor agreed to "irrevocably undertake to pay R.
Cross Chartering asserts that Noel Corcoran, general manager of Bredero Shaw, agreed with the contents of the email at an April 19, meeting held in Trinidad. That meeting was attended by Corcoran, Montano, Reynolds, Mohamed, and others. The evidence as to what occurred at that meeting was disputed. ShawCor adamantly denied that: The parties presented witnesses testifying about that meeting at the bench trial held on October 10, In this case, Cross Chartering also relies on the bill of lading issued for the first cargo shipment and subsequently forwarded to ShawCor.
In particular, Cross Chartering relies on the statement in the bill of lading that freight was payable "as per charter party dated January 2. Cross Chartering argues that this is a reference to the fixture recap contained in the email from Cross Chartering to R.
ShawCor contends that this reference in the bill of lading cannot form the basis of the dramatic increase in the sea freight rate. ShawCor argues that there was no January 2 charter party and points to additional communications between ShawCor and R. The relevant disputed provision of the contract, entitled "Payment Conditions," reads as follows:.
BE 55 Credit Account: ShawCor Pipe Protection LLC to affect the 2 down payments immediately under paragraphs 1 and 2 on our reconfirmation and request of their bankers to send an irrevocable fax confirmation of payment. If the first payments do not reach R. The above terms are fixed and agreed to and subject only to reconfirmation the vessel is open And fixed by R. ShawCor ultimately shipped 41, metric tons of iron ore. Cross Chartering does not dispute that it received this wire transfer.
On or about March 10, , ShawCor received an invoice from R. Cross Chartering claims that it never received this money. Steven Reynolds was subpoenaed but was not served and did not appear. Summary judgment is appropriate if no genuine issue of material fact exists and the moving party is entitled to judgment as a matter of law. Under Rule 56 c , the moving party bears the initial burden of "informing the district court of the basis for its motion, and identifying those portions of [the record] which it believes demonstrate the absence of a genuine issue of material fact.
The party moving for summary judgment must demonstrate the absence of a genuine issue of material fact, but need not negate the elements of the nonmovant's case. If the moving party fails to meet its initial burden, the motion for summary judgment must be denied, regardless of the nonmovant's response. Baton Rouge Oil and Chem. When the moving party has met its Rule 56 c burden, the nonmovant cannot survive a motion for summary judgment by resting on the mere allegations of its pleadings.
The nonmovant must go beyond the pleadings and designate specific facts showing that there is a genuine issue for trial. The nonmovant must "do more than simply show that there is some metaphysical doubt as to the material facts. In deciding a summary judgment motion, the court reviews the facts drawing all reasonable inferences in the light most favorable to the nonmovant. A contract is not ambiguous if "its language as a whole is clear, explicit, and leads to no absurd consequences, and as such it can be given only one reasonable interpretation.
A charter party is a type of contract. The rules and principles of construction for commercial contracts generally apply. See Marine Overseas Servs.
A charter comes into existence when the parties have a meeting of the minds on the essential terms. Nat'l Shipping Trading Corp. The parties need not sign the charter to make it legally binding. Paul Fire Marine Ins. Once the standard contract requirements, such as consideration and capacity, have been satisfied, a court presumes the formation of a charter, even if some specifics have not been decided. Shipping Scandinavia APS v. The first stage involves the negotiation of the "main" terms, such as the name of the charterer, name of the owner, ship and the ship's characteristics, time and place of delivery, duration of the charter, place of redelivery, and other terms the parties consider important.
Once the parties' communications evidence agreement on the charter's main terms, a "fixture" is reached. Guangzhou Zhen Shipping, F. A fixture is binding and enforceable only when the parties have agreed to its essential terms. National Shipping Trading Corp.
Once a fixture is reached, the second stage of negotiations begins. The parties negotiate the details of the less-important elements of the voyage, such as the fuel to be used, vessel speed, brokerage, option to extend charter, cargo capacity, and other information the parties consider "minor. A fixture is binding even though it remains "subject to details," that is, even if there is not yet a meeting of the minds on the less important terms of the complete agreement. Even if the parties fail to agree on the "details" of the voyage, the charter party governs.
The law of agency applies to admiralty cases. See Astral Int'l Shipping Servs. Iowa Beef Processors, F. An agent's authority may be express, implied, or apparent. The law of express and implied authority governs relations between a principal and its agent. The law of apparent authority governs relations between a principal and agent on the one hand and a third party on the other. If apparent authority exists, the third party "has the same rights with reference to the principal as where the agent is authorized.
Further, the third person must believe the agent to be authorized. In determining whether apparent authority exists, courts may look to a wide array of conduct.
Apparent authority may be conferred "by written or spoken words or any other conduct of the principal which, reasonably interpreted, causes the third person to believe that the principal consents to have an act done on his behalf by the person purporting to act for him. Such imputed knowledge can be broad.
For example, "a person who permits another to do an act in such a way as to establish in a community a reputation for having authority to act, either by directing the agent so to represent, or by directing him to act and doing nothing to prevent the spread of such information by the agent or by others, creates apparent authority with respect to those who learn of the reputation. Third persons who are aware of what a continuously employed agent has done are normally entitled to believe that he will continue to have such authority for at least a limited period in the future, and this apparent authority continues until the third person has been notified or learns facts which should lead him to believe that the agent is no longer authorized.
A stranger to the "community" cannot have apparent authority. The third persons must have direct knowledge about the agent on which they reasonably rely. As to third parties who know that the agent has authority, but do not know the extent of that authority, the agent has apparent authority to perform tasks that another agent in that same position normally and customarily performs. In interpreting the extent of an agent's authority, a court looks to "the situation of the parties, their relations to one another, and the business in which they are engaged," including the parties' course of dealing.
The agent's authority extends to incidental acts. In interpreting apparent authority courts apply the same rules that apply to express or implied authority, with two exceptions. First, "manifestations of the principal to the other party to the transaction are interpreted in light of what the other party knows or should know[,] instead of what the agent knows or should know. Second, "if there is a latent ambiguity in the manifestations of the principal for which he is not at fault, the interpretation of apparent authority is based on the facts known to the principal.
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