Escolar Documentos
Profissional Documentos
Cultura Documentos
United Coconut Chemicals, Inc. (SHIPPER) shipped 404.774 metric tons of distilled
C6-C18 fatty acid on board MT "Stolt Sceptre," a tanker owned by Stolt-Nielsen
Philippines Inc. (CARRIER), from Bauan, Batangas, Philippines, consigned to
"Nieuwe Matex" at Rotterdam, Netherlands, covered by a Tanker Bill of Lading. The
shipment was insured under a marine cargo policy with Petitioner National Union Fire
Insurance Company of Pittsburg (INSURER), through its settling agent in the
Philippines, the American International Underwriters (Philippines), Inc.
It appears that the Bill of Lading issued by the CARRIER contained a general
statement of incorporation of the terms of a Charter Party between the SHIPPER and
Parcel Tankers, Inc., entered into in Greenwich, Connecticut, USA.
Upon receipt of the cargo by the CONSIGNEE in the Netherlands, it was found to be
discolored and totally contaminated. The claim filed by the SHIPPER-ASSURED
having been denied, the INSURER indemnified the SHIPPER and thereafter
proceeded with its claim against the CARRIER.
Before the trial court, the CARRIER moved to dismiss or suspend the proceedings
on the ground that the RTC had no jurisdiction over the claim the same being an
arbitrable one. It further claimed that as subrogee of the SHIPPER-ASSURED, the
INSURER is subject to the provisions of the BIll of Lading, which includes a provision
that the shipment is carried pursuant to the terms of the Charter Party between the
SHIPPER-ASSURED and Parcel Tankers, Inc. providing for arbitrator.
The INSURER opposed the dismissal/suspension on the ground that it was not
legally bound to submit the claim for arbitration inasmuch as the arbitration clause
provided in the Charter Party was not incorporated into the Bill of Lading, and that
the it is only
RTC initially denied the Motion but subsequently reconsidered and suspended the
proceedings.
On appeal before the CA, the said court set aside the ruling of RTC and ordered the
INSURER to refer its claim for arbitration.
ISSUE:
Whether the the terms Charter Party, particularly the provision on arbitration, are
binding on the INSURER
HELD:
Petition DENIED.
It is settled law that the charter may be made part of the contract under which the
goods are carried by an appropriate reference in the Bill of Lading. This should
include the provision on arbitration even without a specific stipulation to that effect.
The entire contract must be read together and its clauses interpreted in relation to
one another and not by parts.
As the respondent Appellate Court found, the INSURER "cannot feign ignorance of
the arbitration clause since it was already charged with notice of the existence of the
charter party due to an appropriate reference thereof in the bill of lading and, by the
exercise of ordinary diligence, it could have easily obtained a copy thereof either
from the shipper or the charterer."
We hold, therefore, that the INSURER cannot avoid the binding effect of the
arbitration clause. By subrogation, it became privy to the Charter Party as fully as the
SHIPPER before the latter was indemnified, because as subrogee, it stepped into the
shoes of the SHIPPER-ASSURED and is surrogated merely to the latter's rights. It
can recover only the amount that is recoverable by the assured. And since the right
of action of the SHIPPER-ASSURED is governed by the provisions of the Bill of
Lading, which includes by reference the terms of the Charter Party, necessarily a suit
by the INSURER is subject to the same agreements.
It has not been shown that the arbitral clause in question is null and void, inoperative,
or incapable of being performed. Nor has any conflict been pointed out between the
Charter Party and the Bill of Lading.
In fine, referral to arbitration in New York pursuant to the arbitration clause, and the
suspension of the proceedings, pending the return of the arbitral award, is indeed
called for.