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Shipping – Bill of Lading – Deviation – The Main Object and Intent of Contract – General Words – ‘The Main Purpose’ Rule.

this page was last time updated on: 14-Oct-2012

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Cases referring to this case:


Glynn v Margetson [1893] AC 351 [1907] 1 KB 660

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Shippers of Spanish oranges shipped the fruits from Malaga to Liverpool. The bill of lading stated that the goods were shipped on board the steamship Zeta, and provided inter alia as follows:

… now lying in the port of Malaga, bound for Liverpool, with liberty to proceed to and stay at any port or ports, in any rotation, in the Mediterranean, Levant, Black Sea, or Adriatic, or on the coasts of Africa, Spain, Portugal, France, Great Britain and Ireland, for the purpose of delivering coals, cargo, or passengers, or for any other purpose whatsoever.

When departed from Malaga, the Zeta instead of going to Liverpool direct, went first in the opposite direction to the port of Burriana, which is on the north-east coast of Spain, and then back again, and proceeded to Liverpool. As a consequence a delay of some days was thus caused, which was the reason that the oranges when they arrived at Liverpool were in a rotten condition. The action was brought by the shippers against the shipowners, claiming damages for breach of the contract contained in the bill of lading by reason of which the oranges were damaged. The defendants justified the delay by the terms of the bill of lading. The learned judge held that the general words in the bill of lading did not authorise such a deviation from the direct voyage from Malaga to Liverpool, and gave judgment for the plaintiffs. The shipowners appealed from decision of the Court of Appeal ([1892] 1 QB 337) led by Lord Esher MR who followed his line of reasoning in Leduc & Co v Ward (1888) 20 QBD 475 as binding on the court.


House of Lords. Lord Herschell LC, Lord Halsbury. 28 April, 1 May 1893, 1 May 1893.

Lord Herschell LC at p. 695:

The main object and intent, as I have said, of this bill of lading is the carriage of oranges from Malaga to Liverpool. That is the matter in which the shippers are concerned; and it seems to me that it would be to defeat what is the manifest object and intention of such a contract to hold that it was entered into with a power to the shipowners to proceed anywhere that they pleased, to trade in any manner that they pleased, and to arrive at the port at which the oranges were to be delivered when they pleased.

Where general words are used which are obviously intended to be applicable, so far as they are applicable, to the circumstances of the particular contract, which particular contract is to be embodied in or introduced into that printed form, I think you are justified in looking at the main object and intent of the contract and in limiting the general words used, having in view that object and intent. Therefore, it seems to me that the construction contended for would be an unreasonable one, and there is no difficulty in construing this clause to apply to a liberty in the performance of the stipulated voyage to call at a particular port or ports in the course of the voyage.

Per Lord Halsbury:

My Lords, I am entirely of the same opinion. It seems to me that in construing this document, which is a contract of carriage between the parties, one must in the first instance look at the whole of the instrument and not at one part of it only. Looking at the whole of the instrument, and seeing what one must regard, for a reason which I will give in a moment, as its main purpose, one must reject words, indeed whole provisions, if they are inconsistent with what one assumes to be the main purpose of the contract.


Comments

Decision of the House of Lords, although adopted almost to the letter the principles stated in the Court of Appeal (Margetson v Glynn [1892] 1 QB 337) in part of reasoning, gave much bigger emphasis to the rule of construction limiting general words of contract. Where Lord Esher MR in the Court of Appeal limited the ambit of application of ‘liberty clause’ by reference to definition and description of the voyage given in bill of lading, Lord Herschell LC took a wider view on the problem and formulated (at p. 695) a principle applicable to any contract, that general words of the contract shall be limited having in view the main object and intent of the contract.

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