Lloyd's Maritime and Commercial Law Quarterly
NEGOTIABLE CARGO DOCUMENTS: AN ENGLISH LAW APPROACH TOWARDS A UNIFIED CONCEPT OF NEGOTIABILITY
Meixian Song *
Johanna Hjalmarsson †
While the bill of lading is fundamental to documentary sales and trade finance, its operation under common law reveals two critical complexities: the ambiguous nature of the proprietary rights it embodies and the limited effect of its negotiability, which lacks the autonomy of true negotiable instruments. In response to modern multimodal transport needs, the UN General Assembly adopted the Negotiable Cargo Documents Convention on 15 December 2026, creating a new category of negotiable transport document. This development has reignited theoretical debate, notably in Professor Geva’s notion of a “transferable transport document of control” and his taxonomy of procedural and substantive negotiability. Building on Geva’s analysis, this article examines how a negotiable cargo document should be conceptualised to reconcile persistent divergences in domestic legal systems regarding the rights embodied in such documents and the proprietary consequences of transfer. We argue from a common law perspective that international recognition depends on a clear bifurcation—rather than conflation—of contractual and proprietary rights associated with transport documents. For a unified concept of negotiability in transport documents, contrary to Geva’s proposition of “limited substantive negotiability,” NCD negotiability should be confined to procedural negotiability, operating simply by reference to contractual rights arising from the contract of carriage and to possession in fact.
* Professor at the Law Faculty, Shanghai Maritime University. This research was funded by National Social Science Fund of China Key Programme, 24VHQ003
† Lloyd’s List Intelligence Associate Professor in Maritime and Commercial Law, Institute of Maritime Law, Southampton Law School, University of Southampton. The following abbreviations are used:
BLA 1855: Bills of Lading Act 1855;
Bridge, Law of Personal Property: Michael Bridge et al, The Law of Personal Property, 3rd edn (London, 2021);
COGSA 1971: Carriage of Goods by Sea Act 1971;
COGSA 1992: Carriage of Goods by Sea Act 1992;
Geva: Benjamin Geva, “The Negotiable Transport Document” [2022] LMCLQ 572;
Goode & McKendrick: Ewan McKendrick et al, Goode and McKendrick on Commercial Law, 6th edn (London, 2021):
LC 196: Law Commissions, Rights of Suit in Respect of Carriage of Goods by Sea (Law Com No 196; Scot Law Com No 130: 1991);
NCD: negotiable cargo document;
Pejović: Časlav Pejović, International Maritime Law and Practice: Comparative Law in Context, (London, 2025);
TTDC: transferable transport document of control.
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