Lloyd's Maritime and Commercial Law Quarterly
The construction of standard form shipping contracts
Martin Davies*
The use of standard form contracts is almost ubiquitous in the shipping business. Many (perhaps most) disputes about such contracts turn on the meaning and effect of provisions that were not drafted by the contracting parties themselves. Established principles of contractual interpretation can have an air of unreality when applied to contractual provisions that the parties were unaware formed part of their contract (or at best only vaguely understood) until a dispute arose. This paper considers the extent to which construction of standard form contracts does or should differ from construction of bespoke drafted contracts and addresses the role of the drafters of standard form shipping contracts as private lawmaking bodies.
A. INTRODUCTION
Standard form contracts are in widespread, almost ubiquitous, use in the shipping business. That has long been so. Lloyd’s of London formally adopted the SG Policy of marine insurance in 1779, but the standard wording that it contained had been in use for at least the preceding century.1 The preface to the fourth edition of Scrutton on Charterparties and Bills of Lading refers to the fact that the Documentary Committee of the Chamber of Shipping had issued in 1899 (apparently for the first time) a series of “elaborate forms” of charterparties and bills of lading.2 BIMCO now makes available no fewer than 216 different standard form contracts on its website, and also many special-purpose clauses designed for inclusion in other contracts.3 Other organisations, such as Intertanko, do
* DCL (Oxon), FAAL; Admiralty Law Institute Professor of Maritime Law, Tulane University Law School, New Orleans; Director, Tulane Maritime Law Center. An earlier version of this article was delivered at the 40th anniversary conference of the Institute of Maritime Law at the University of Southampton. I am grateful to Professor Alexandros Ntovas for asking me to give the presentation, and to Professor Francis Rose for his helpful comments on a draft of this article.
1. Robert Merkin, Marine Insurance: A Legal History (Cheltenham, 2021), Vol.1, [2.034], referring to Goram v Sweeting (1692) Burr 267, where the reporter reproduced a policy in what was later to become the Lloyd’s SG Form.
2. Thomas Scrutton, The Contract of Affreightment as Expressed in Charterparties and Bills of Lading, 4th edn (London, 1899), vii. Appendix I contained five standard form charterparties (four voyage, one time) and one standard form bill of lading.
3. BIMCO, “BIMCO Contracts”: www.bimco.org/contracts-and-clauses/bimco-contracts accessed 17 January 2023.
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