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April 1996
Vol. 7, No. 1
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Contents
Stock Pledge Agreements and Lender Liability under OPA
by Glen T. Oxton
The form of stock pledge agreement customarily requested by lenders in ship financing transactions may provide a trap for the unwary by needlessly exposing lenders to potential liability under the Oil Pollution Act of 1990, 33 U.S.C.A. §§ 2701-61 ("OPA"). Pledge agreements that automatically vest title to the shares of the borrower in the lender upon the occurrence of an event of default are the source of the problem. Lenders should retain control over whether and when they desire to become the sole shareholder of the borrower. It would obviously not be advisable to do so while the borrower's vessel is involved in a major oil spill. Even when restructured terms are used, however, lenders should avoid becoming the stockholder of the borrower during a time when there is a possibility that a spill might occur. A lender which is also a shareholder could be held liable under OPA when a spill occurs either as a result of a finding that it had actively participated in the management of the spilling vessel, or as a result of a veil-piercing action in the event the borrower's assets and insurance were not sufficient to cover the loss.
I. Stock Pledges
Before the passage of OPA, stock pledges were often used in ship finance transactions because they provide banks with an additional means of control over the collateral through control of the borrower's stock. As a sole shareholder, a lender can obtain complete control over a borrower. This can be accomplished by replacing the borrower's board of directors with directors who are sympathetic to the lender. Replacement of the board is often facilitated by obtaining undated signed resignations of the original board members at the time the loan is made. The new board, of course, can replace all of the officers. Control of the board can be very useful when the borrower is being uncooperative. If, for example, a defaulting borrower is suspected of planning to file a voluntary bankruptcy petition in the United States, the lender can replace the board of directors and the new board can decline to authorize the filing. In some cases, the mere possibility that the lender could take control using a stock pledge will induce the borrower to be more cooperative. A stock pledge might also permit a lender to sell the borrower quickly by selling its stock.
Under a typical pledge agreement, the lender automatically becomes the owner of the shares upon an event of default. Until a default occurs, however, the pledgor has the right to vote the shares. A better alternative is to provide that upon a default, the lender has the option of taking title to the shares by taking some type of discernable action such as giving notice to the company secretary. Such a provision gives the lender control over the timing of the exercise of its remedies under the stock pledge. It might also be advisable to give the lender an escape route after taking title to the shares by providing in the stock pledge agreement that the lender will have a put on the shares of the borrower. The put allows the lender to require the pledgor or a third party to purchase the stock of the borrower from the lender. This device, of course, does not shield the lender from liability for its actions, but the put permits the lender to divest itself of ownership of an entity if ownership becomes burdensome. Divestiture would enable the lender to avoid having to make any further decisions as the borrower's shareholder.
Following passage of OPA and the issuance of the decision in Fleet Factors II (discussed below) in which the Eleventh Circuit said in dicta that the mere "capacity to influence" the borrower was sufficient to find CERCLA liability whether the influence was exercised or not, some counsel recommended that lenders avoid use of pledge agreements altogether. However, even if the emerging doctrines with respect to CERCLA can be applied by analogy to OPA, the benefits of pledge agreements need not be abandoned by lenders if the pledge agreement is properly structured and its remedies are used with care.
II. Lender Liability Under OPA
The circumstances under which a lender-mortgagee of a vessel might be held liable under OPA remain unclear. OPA imposes liability for pollution clean-up and damages upon "Responsible Parties." "Owners" and "Operators" of vessels may be held strictly, jointly and severally liable under OPA as Responsible Parties. Lenders are concerned that they may be found to be owners or operators as a result of actions taken in enforcing their security interests. In the case of pledge agreements, there are two areas of risk. Through the exercise of its rights under a stock pledge, a lender might take over the day-to-day operational control of a borrower to the extent that it would be deemed an owner or operator. A second type of risk arises from the stock ownership of the borrower. If there is a catastrophic spill and the borrower's liability exceeds its assets and its insurance coverage, the presence of a "deep pocket" lender as a shareholder could lead to an attempt to pierce the corporate veil in order to satisfy the balance of the borrower's liability.
During the drafting of OPA, an early form of the law contained lenders' safe harbor provisions, but Congress deleted the provisions reportedly because similar safe harbor provisions contained in CERCLA suffered disastrous consequences, as discussed further below. There have not yet been any reported cases dealing with lender liability under OPA. Thus, CERCLA cases provide guidance in this area. The case law and regulations under CERCLA have had a somewhat tortured history.
A. CERCLA Safe Harbor
CERCLA is an acronym for The Comprehensive Environmental Response, Compensation and Liability Act of 1980. It has a safe harbor provision that exempts a lender from liability when the lender holds indicia of ownership primarily to protect its security interest in a vessel or facility, as long as the lender has not participated in the management of the vessel or facility. 42 U.S.C. ¤ 9601(20)(A).
Notwithstanding the safe harbor provision, the Federal Court of Appeals in the Eleventh Circuit held in United States v. Fleet Factors Corp., 901 F.2d 1550 (11th Cir. 1990), cert. denied, 498 U.S. 1046 (1991) (commonly referred to as "Fleet Factors II"), that a lender could be held liable under CERCLA if it had the "capacity to influence" its borrower's treatment of hazardous waste, whether the capacity was exercised or not. This decision not only eliminated the safe harbor, it also made every lender potentially liable, since any secured lender arguably has the "capacity to influence" a defaulting borrower's waste treatment or pollution procedures by exercising or threatening to exercise its rights over the collateral. Fleet Factors II was remanded to the lower court for further proceedings which were conducted after finalization of the EPA regulations discussed below.
Fleet Factors II was inconsistent with some prior decisions, and it caused a great deal of confusion as to whether lenders had any safe harbor at all under CERCLA. As a result of the uproar in the American banking community, the Environmental Protection Agency (the "EPA"), which administers and enforces CERCLA, issued regulations clarifying the meaning and scope of the lenders' safe harbor. These regulations were hammered out over a period of about 18 months by the EPA and representatives of lenders and other businesses.
B. The EPA Rule
The EPA's regulations became final in April 1992 (57 F.R. 18344; 40 C.F.R. ¤ 300.1100)(the "EPA rule"). The rule declared that participation in management meant actual participation and did not include a capacity to influence or an unexercised ability to control the business of the borrower. Several activities were designated as not constituting participation in management. These included: requiring an environmental inspection; insisting that the borrower come into compliance with environmental standards; requiring the borrower to decontaminate a facility; and monitoring the facility, or monitoring the borrower's business or financial condition. Indeed, a lender could assume the day-to-day decision-making responsibility for financial and administrative matters as long as the lender did not control operations. The rule did not require a prospective mortgagee to conduct an environmental audit before making a loan in order to qualify under the lender exemption. Upon foreclosure, a mortgagee could retain its exemption (assuming it had not already been lost) as long as the mortgagee attempted to sell the property on commercially reasonable terms in a reasonably expeditious manner. However, a lender would be outside the exemption if, after foreclosing, it exercised decision-making control over the borrower's environmental issues, or exercised day-to-day decision-making control over substantially all of the borrower's operational aspects other than environmental compliance. A lender's mere capacity to influence the borrower would not take it outside the exemption.
The Fleet Factors litigation resumed after finalization of the EPA rule. In Fleet Factors III (United States v. Fleet Factors Corp., 819 F. Supp. 1079 (S.D.Ga. 1993)), the court held that the 11th Circuit's comments about the capacity to influence the borrower were mere dicta because Fleet Factor's liability was never based on this theory.
Following trial, the district court issued Fleet Factors IV (United States v. Fleet Factors Corp., 821 F. Supp. 707 (S.D.Ga. 1993)). The court held the lender was liable in any event because it had "participated in management" through its agents who had improperly moved and mishandled several hundred leaking drums of toxic waste in preparation for the lender's public sale of the property.
Two other federal courts had the opportunity to apply the EPA Rule. In Ashland Oil, Inc. v. Sonford Products Corp., 810 F. Supp. 1057 (D. Minn. 1993), plaintiff was the owner of real estate that had been leased for 23 years to Sonford, a manufacturer of wood preservatives. Sonford went into bankruptcy and its trustee abandoned Sonford's facility, which was located on plaintiff's property. One of Sonford's secured lenders foreclosed on the facility and for a brief period held title to it. The plaintiff sought to hold the lender liable under CERCLA on the theory that it was an "owner" of the facility. Judge Magnuson applied the EPA rule, finding that the lender did not exercise control over the operation of Sonford's facility, that its periodic review of Sonford's finances did not constitute participation in management, and that its brief holding of title was for the purpose of protecting its security interest and was, therefore, within the safe harbor.
In Kelley v. Tiscornia, 810 F. Supp. 901 (W.D. Mich. 1993), the district court also expressed approval of the EPA rule. The lender in this case was held to be within the exemption notwithstanding its exercise of substantial influence over the borrower. A CERCLA claim was brought by the State of Michigan against Manufacturers National Bank of Detroit ("MNB") to recover the cleanup expense for two auto parts manufacturing sites. MNB had been the manufacturer's banker for nearly thirty years. It had two officers on the borrower's board of directors, although it had no representation on the board's Executive Committee, and it required the borrower to report on its financial condition daily. MNB used the threat of foreclosure to have the company's founder removed from the payroll and an outside "turn-around" expert hired as the borrower's CEO. The court noted that this threat did not amount to control because the company was free to ignore it and gamble that MNB would not foreclose. Apparently, MNB did not become involved in day-to-day operational decisions nor did it have any involvement in decisions affecting the disposal of hazardous waste.
C. Invalidation of the EPA Rule
The EPA's work was undone in 1994 when the Attorney General of the State of Michigan and the Chemical Manufacturer's Association successfully sued the EPA in Washington, D.C., obtaining a declaration that the EPA rule was invalid because it exceeded the EPA's rule-making authority.
D. Proposed Legislation Seeks to Restore EPA Rule
On August 4, 1995, a bill entitled The Superfund Liability Equity and Acceleration Act was proposed in the House (HR 2256). The Bill would restructure CERCLA. Among the changes proposed, it would substantially incorporate the EPA Rule in Section 106 of CERCLA. The bill has been referred to several Congressional committees. While it may take some time before the bill becomes law, it is certainly a positive step toward clarifying potential lender liability under CERCLA, and, by analogy, under OPA.
Conclusion
When exercising remedies under a pledge agreement, lenders should avoid taking any control over the operational activities of their borrowers. A lender should also, to the extent possible, avoid becoming the shareholder of a borrower when the borrower's vessel is involved in an oil spill.
If a spill occurs while a lender is the shareholder of the borrower, the lender is in a difficult position. The goal of taking title to the borrower's stock is to obtain control, yet, with respect to OPA liability, the lender would have to show that it had not exercised control over the borrower's operations or its environmental activities. Whether the lender actually controlled the borrower is a question of fact. The lender could appoint board members who were independent of the lender, but sympathetic to it, as proof that it was not in control of the borrower's day-to-day operational decisions. The prospect of having massive OPA liability turn on murky fact-specific issues related to their degree of control over the borrower, however, is not attractive to most lenders. Serious spills, on the other hand, are rare occurrences, and are an inherent risk in the industry. By using care in the exercise of pledge agreement remedies, lenders can retain the use of pledge agreements as part of their security package without unduly increasing their risk of incurring OPA liability.
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Supreme Court Departs from Maritime Law Uniformity
by Philip S. LaPenta
The United States Supreme Court recently decided the case of Yamaha Motor Corporation v. Calhoun. 116 S.Ct. 36, 132 L.Ed. 917 (1995). Although the Court's ruling is limited to recreational boaters, the decision has significance for owners and/or operators of commercial craft as well as the marine insurance industry. In Yamaha, the Supreme Court affirmed a decision by the Third Circuit which held that the parents of a deceased 12 year old who was killed in a jet ski accident in the territorial waters of Puerto Rico were entitled to seek state wrongful death remedies. A secondary issue before the Third Circuit was whether the wrongful death remedy of Puerto Rico or Pennsylvania was applicable.
The decision in Yamaha was at odds with a Second Circuit decision in Wahlstrom v. Kawasaki Heavy Industries, Ltd., 4 F.3d 1084 (2d Cir. 1993). That case involved the death of a teenager while operating a jet ski in Connecticut's territorial waters. In Wahlstrom, the Second Circuit partially upheld the rulings of a magistrate judge, stating that the Supremacy Clause mandated preemption of state law:
...[W]e go further and hold that federal maritime law, whether or not it conflicts with state law, applies to actions for the wrongful death in state territorial waters brought under the admiralty jurisdiction of the federal court. We premise this holding upon Supreme Court precedent, which over the past 33 years, has transformed the face of the federal maritime wrongful death remedy.
Thus, it appears the Supreme Court's decision in Yamaha precludes the continued vitality of the Second Circuit's reasoning in Wahlstrom. The Second Circuit in Wahlstrom relied in part upon the Supreme Court's 1990 decision in Miles v. Apex Marine Corp., whereas the Supreme Court in Yamaha found that Miles was distinguishable, since Miles was decided under the Jones Act and Death on the High Seas Act. The Yamaha Court reasoned that:
[n]o congressionally prescribed, comprehensive recovery regime prevents such enlargement of damages here.
This reasoning by the Supreme Court in Yamaha is consistent with its ruling in Miles as well as another recent Supreme Court decision, City of Milwaukee v. Cement Division, 115 S.Ct. 2091 (1995). In City of Milwaukee, the Court endorsed an award of pre-judgment interest:
...[T]he absence of a statute (providing for prejudgment interest) merely indicates that the question is governed by additional judge made principles. Those principles are well developed in admiralty where the 'judiciary has traditionally taken the lead in formulating flexible and fair remedies'.
Additionally, the Supreme Court recently denied certiorari of an en banc decision of the Fifth Circuit Court of Appeals in Guevara v. Maritime Overseas Corp., 792 F.Supp. 520 (E.D. Tex. 1992), aff'd 34 F.3d 1279 (5th Cir. 1994), reh'g en banc granted, 59 F.3d 1496 (5th Cir. 1995) (en banc), which refused to award punitive damages for willful and malicious delay in providing maintenance and cure to an injured seaman. The en banc court's decision hinged on the Jones Act's limitation of recovery to pecuniary damages only. Since Guevara was an American merchant seaman subject to the provisions of the Jones Act, the circuit court refused to fashion a judicial remedy to allow punitive damages in addition to the damages permitted by the Jones Act.
It appears the Court is willing to expand its role in fashioning remedies where Congress has not legislated but is reluctant to deviate from this principle where Congress has legislated. What is particularly interesting is the Court's apparent non-concern with principles of uniformity in maritime law. Although Yamaha is restricted to recreational, non-commercial activity, it is apparent to anyone in the practice of admiralty law that non-commercial and commercial interests often come into conflict. An obvious example would be a recreational boat colliding with a commercial vessel. The Yamaha decision will have a significant impact, for example, where a collision occurs on the Hudson River between New York and New Jersey. The application of different wrongful death remedies would turn solely on the determination of whether the accident occurred in New Jersey's territorial waters as opposed to New York's territorial waters. Similarly, if an accident occurs in Long Island Sound, the court might have to choose between New York's conservative wrongful death damage remedies and Connecticut's more liberal remedies. Obviously there are innumerable similar circumstances that can and will occur. Therefore, the question of uniformity, albeit in the context of recreational boating, appears to have taken a second seat to the application of more generous damage relief since Congress has not legislated in this area.
It has long been the case that in the absence of a clear federal maritime body of law, state law may be applied to admiralty cases. Wilburn Boat Co. v. Fireman Fund Ins., 248 U.S. 310 (1955). It appears that the Court in Yamaha has abrogated its right to establish and apply maritime law concerning wrongful death to recreational boaters and, instead, has subjected commercial owners/operators as well as the marine insurance industry to the vagaries of the wrongful death statutes of all 50 states. Regardless of the Supreme Court's rationale in Yamaha, it hardly seems to serve the principle of uniformity in maritime law.
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Iran-U.S. ClaimsTribunal Litigation
A three-judge Panel of the Iran-U.S. Claims Tribunal
at The Hague recently issued an award in favor of Dadras International,
an American claimant, represented by Healy & Baillie partners Gordon
W. Paulsen and John C. Koster.
Following the seizure of the American Embassy in Tehran in l979 and the taking of Embassy personnel as hostages, the U.S. Government froze all Iranian Government assets in the United States. When the hostages were finally released, the U.S. Government agreed to return to Iran the balance of the seized assets remaining after satisfaction of all claims of U.S. citizens against the Iranian Government or its agencies. The Tribunal was established 15 years ago to resolve these claims. The anniversary was marked by a symposium on the Iran Hostage Crisis settlement and the Iran-U.S. Claims Tribunal at the NYU Law School in January of this year.
Dadras International's claim was based on a contract concluded in 1978 with the Tehran Redevelopment Corporation for architectural and construction services. The work contemplated by the contract covered an entire subdivision on the outskirts of Tehran and involved alteration of the structural components of numerous buildings. Dadras International held an exclusive license to use a unique structural system, and was to employ that system in the performance of the contract. After the Shah was overthrown, the new Iranian Government took power and failed to perform the contract. Dadras International's claim was for damages resulting from the breach. The proceedings before the Panel were held in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law ("UNCITRAL"). Following extensive hearings in October 1993 and in January 1995, a majority of the Panel rejected various defenses raised by the defendant and decided the case in favor of Dadras in late 1995. The Claimant was awarded damages for breach of contract in the amount of $3,109,436, plus 8-1/2% interest and costs, or a total of $7,633,145, and the award was promptly paid. The Iranian member of the Panel dissented.
The award is filed in the office of the Tribunal under the title Dadras International Corporation v. The Government of the Islamic Republic of Iran and the Tehran Redevelopment Corporation (Cases Nos. 213 and 215, Chamber No. Three, Award No. 567-213/215-3, dated November 7, 1995). The award is 113 pages long and the dissent is 117 pages.
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John G. Ingram Joins Healy & Baillie
Healy & Baillie is pleased to announce that effective April 1, 1996, John G. Ingram joined the firm.
John G. Ingram is a native New Yorker and a member of the Bars of the State of New York and the State of New Jersey. He graduated from the New York State Maritime College with a Bachelor of Science degree in Marine Transportation in 1964 and sailed as Third Mate and Second Mate aboard U.S. flag freighters, containerships, and passenger ships. In 1964, he was commissioned as an Ensign in the U.S. Naval Reserve. While serving as a Port Relief Officer for Moore-McCormack Lines, he attended St. John's University School of Law from 1966 to 1969. Mr. Ingram retired from the Naval Reserve in July 1995 as a Captain.
Upon graduation from St. John's University School of Law with a Juris Doctorate degree in 1969, he became associated with the firm of Burlingham, Underwood, Wright, White & Lord in New York and became a partner of that firm in 1976. In 1995, Mr. Ingram formed the new firm of Martocci & Ingram, which firm continued until Mr. Martocci's untimely death earlier this year.
Mr. Ingram has experience in virtually all areas of maritime litigation and arbitration, including personal injury, cargo, collision, charter party arbitration, salvage, and pilotage.
Mr. Ingram serves as a member of the Boards of the Maritime
College New York Foundation and of the Alumni Association of the Maritime
College. He lectured in Admiralty Law at New York Law School from 1977
through 1987. In addition, he is an arbitrator on the Federal Court Arbitration
Panel in New York. He is a member of various Bar, shipping, and military
related associations. He is a Trustee of the Brooklyn Bar Association,
past-President of the Emerald Association of Long Island, a former Commissioner
of the New York Pilots Commission and a director of The Cathedral Club
of Brooklyn.
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Safety at Sea - Meeting Tomorrow's Challenges
Healy & Baillie partner Robert G. Shaw was a co-moderator of the second joint conference organized by the Hellenic-American Chamber of Commerce and the Norwegian-American Chamber of Commerce in New York City on February 29, 1996. The Conference was entitled "Safety at Sea: Meeting Tomorrow's Challenges." The speakers included V.Adm. Henn, the Vice Commandant of the U.S. Coast Guard, Mr. Stephen Martin of The Steamship Mutual Underwriting Association, Mr. Otto Fritzner of Stolt Parcel Tankers, Mr. Ted Jadick of Den Norske Bank AS, Mr. Richard DuMoulin, the President of Marine Transport Lines, Mr. Ioannis Kourmatzis of Det Norske Veritas, Mr. George Gratsos, the President of Standard Bulk Transport Corp. and Mr. Nils Nordh, the Senior Vice President of Royal Caribbean Cruises. Healy & Baillie partner Bill France was one of the panelists, and an associate, Evanthia Coffee, assisted in organizing the program.
Robert Shaw is the Executive Vice President and a director of the Hellenic-American Chamber of Commerce. Last year the two Chambers organized a very successful conference on Raising Capital for Shipping in the International Securities Markets, following an earlier conference of the Hellenic-American Chamber of Commerce on the Oil Pollution Act of 1990.
This year's Conference received considerable financial support from a wide range of sponsors involved in the shipping industry and was well attended.
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New Edition of "Time Charters"
Healy & Baillie partner John D. Kimball and his English co-authors Michael Wilford and Terence Coghlin have written a fourth edition of Time Charters. The book is published by Lloyd's of London Press. The new edition includes extensive updates on American and English case law, as well as expanded chapters on a number of important subjects, including arbitration practice. There also is commentary on the NYPE 93 and Shelltime 4. Like prior editions, the main text of the book provides an extensive analysis of the most widely used dry cargo form of time charter, the 1946 New York Produce form, from start to finish. Together with its companion volume, Voyage Charters (of which Mr. Kimball and LeRoy Lambert are two co-authors), the fourth edition of Time Charters provides a complete reference source on the law of charter parties.
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Japan Shipping Exchange Seminar
Genrong Yu and Sharon Chen of Healy & Baillie's Hong Kong office spoke at a two-day seminar in Tokyo, Japan, on November 16-17, 1995 concerning Chinese Maritime Law subjects. The seminar was sponsored by the Japan Shipping Exchange.
Mr. Yu discussed developments in Chinese maritime law since the Chinese Maritime Code became effective on July 1, 1993. He discussed some of the more controversial issues under the new code, and several recent court decisions reflecting the trend of adjudication by Chinese Maritime Courts on issues such as the release of cargo without production of bills of lading and the extension of time limitations by agreement of the parties. Subsequently, Ms. Chen gave a presentation on the application of the 1994 Regulations on Pre-litigation Arrest of Ships promulgated by the Chinese People's Supreme Court.
On the second day, Ms. Chen made a further presentation on ship financing in China. It was prepared at the request of numerous Japanese lawyers, trading houses and shipping companies. Since Chinese shipping companies have only recently begun to use direct financing from foreign countries, the law and practice in this respect are quite limited. Ms. Chen's presentation was based on the most recent Chinese laws and regulations. It gave an overview of the legal and administrative requirements and procedures concerning registration of vessels, vessel mortgages, bareboat charters, and ship financing in China.
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A television documentary on the maritime industry entitled "Fighting the Tide" is now being prepared, and is expected to be ready for showing next September. Ms. Kate Ascher is the Executive Producer, and Mr. Tom Spain is the Producer. Mr. Spain has been responsible for a number of fine documentaries over the past 20 years, such as "The Fire Next Door" (with Bill Moyers), which won an Emmy, the RFK Journalism Prize, and 42 other awards.
Healy & Baillie is among the 34 initial sponsors of the project, and partner Nicholas Healy is a member of the Advisory Board. Other sponsors include Evergreen American Corp., the International Organization of Masters, Mates & Pilots, the Journal of Commerce, the Maritime Administration, Moremac Marine Group, NYK Line (N.A.) Inc., the New York Shipping Association, the Port Authority of New York and New Jersey, the Ports of Miami, Oakland, Rotterdam and Singapore, Sea-Land Services, Inc. and Wallenius (N.A.) Inc.
The New York Foundation for the Arts is the financial agent of the project. Any contributions made to the Foundation on behalf of "Fighting the Tide" are tax-deductible to the fullest extent allowed by law.
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Workshop on Bills of Lading and Letters of Indemnity
Jeremy Harwood, a partner of the Firm, gave a workshop at Fednav International Limited in Montreal on Bills of Lading and Letters of Indemnity. Despite the commercial acceptance of letters of indemnity in connection with "unclean" or other Bill of Lading variations, he stressed the perils under both English and American law in their usage both with respect to their enforceability and their effect on P&I Club cover. Gilmore & Black refers to their usage as a "curious and doubtful practice." Prof. William Tetley states that they are the "central document to a fraud".
Mr. Harwood cautioned against the use of LOIs. He stated, however, that if LOIs are commercially unavoidable, then they should include a provision that the indemnitor undertakes to advise the consignee or the bill of lading endorsee, and any other concerned third parties, of their issuance; that LOIs should contain a clause whereby the indemnitor undertakes not to contest the LOI's enforceability; and that there should be a New York arbitration clause regarding any dispute arising under the LOI, including but not limited to its enforceability. New York arbitrators, he noted, have upheld certain claims of indemnity under an LOI. The M/V MEXICAN TRADER, SMA No. 1247 (1978).
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Arthur Zagorsky joined the Firm as a full-time associate in August 1995. He received his J.D. from Boston University School of Law in 1995. Arthur received his B.A. and M.A. in Economics from Boston University in 1992. He has been admitted to the New Jersey bar and is currently awaiting admission to the New York bar. Born in the former Soviet Union, Arthur is fluent in Russian.
Avisheh Avini joined the Firm as a full-time associate in September 1995. She received a B.A. in 1989, an M.A. in 1990 and a Master of International Affairs in 1992, all from Columbia University. Avisheh received a J.D. from Tulane Law School in 1995. Avisheh is fluent in Farsi and also speaks French and Spanish.
Karen I. Hansen joined the Firm as a part-time associate in January 1996. Karen is a graduate of Webb Institute of Naval Architecture. She received her J.D. from South Texas College of Law in 1983. Karen was formerly an associate with the firms of Royston, Rayzor, Vickery & Williams and Milgrim Thomajan & Lee.
Anne H. Bomser joined the Firm as a full-time associate in March 1996. She graduated from Boston University School of Law in May 1995 and received her B.S. from the Massachusetts Institute of Technology in 1990.
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"Mainbrace" - We like It and Now It's Ours
"MAINBRACE" has long been Healy & Baillie's cable address (has anyone sent a cable lately?). More recently "MAINBRACE" has been used as the name of our periodic newsletter. We like it. For good measure, effective March 5, 1996, "MAINBRACE" was duly registered by Healy & Baillie with the U.S. Patent and Trademark Office pursuant to the Trademark Act of 1946. We plan to keep it.
MAINBRACE is intended to provide general information. The articles contained in MAINBRACE do not constitute legal advice. An analysis of the facts relating to a particular issue must be accomplished before legal advice can be given.
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MAINBRACE is intended to provide general information. The articles contained in MAINBRACE do not constitute legal advice. An analysis of the facts relating to a particular issue must be accomplished before legal advice can be given.
NOTE: "Mainbrace," our Firm's cable address, in nautical terminology means the brace or rope sustaining the main yard on a ship. The Staff of "Mainbrace" consists of Nicholas J. Healy, Gordon W. Paulsen, John C. Koster, Matthew A. Marion, Betty M. Waterman and Renee Kintzer.
New York Office: 29 Broadway New York, NY 10006-3293 Telephone: (212) 943-3980 Telecopier: (212) 425-0131 |
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