Reference In a Bill of Lading to a Charterparty: Seeking Intention of the Parties

The holder of a bill of lading hardly ever has the chance and right to see the referred charterparties' terms and conditions. On the one hand, binding the holder of the bill of lading to the terms and conditions which he is not aware of seems unjust and therefore the incorporated clauses might be deemed invalid. On the other hand, dependency of the validity of the contract to the parties' awareness of their rights and obligation endangers commercial certainty. While in some legal systems such as United States of America and France, a general reference is capable of incorporating all of the charterparties' terms and conditions into bill of lading, according to English law an specific reference is required to incorporate ancillary clauses such as jurisdiction clause. Studying sources of Iran's law it could be concluded that the Iranian courts' probable solution should be very similar to the English law's approach.