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its entirety, it is very common for a charterer, or an agent of a charterer, to bind himself to ship the agreed cargo and to contract that on that being done he shall be released from any further personal responsibility. This is effected by what is termed a cesser of liability clause. The reason of these clauses is obvious. A merchant, who deals in commodities which are commonly sold in entire cargoes while they are afloat, may find it worth while to take a comparatively small profit or commission on a large transaction, if he can limit his responsibility to such part of the transaction as he can control personally, which is generally the loading; while a shipowner, who has possession of a cargo on which he has a lien for his freight, may well be content to look to that lien rather than to the personal responsibility of a charterer who may be domiciled in a foreign country; and both parties may prefer that any disputes arising at a port of discharge shall be settled on the spot at the time they arise. Against these advantages, however, are to be set some cases in which these clauses worked, or were attempted to be used to work, hardship or injustice.
It has long been held that cesser clauses are not repugnant to charter-parties.'
In construing these clauses no general principle of law is involved, but only the meaning of the particular document, the object of the courts
1 Oglesby v. Yglesias, 27 L. J. Q. B. 356.
Gray v. Carr, L. R. 6 Q. B. 522, 519.
being, in each case, to find from the words used the intention of the parties.
But in the case of Clink v. Radford, where a charterer sought to escape liability for a breach antecedent to the operation of the cesser clause, one rule applicable to the construction of charter-parties containing cesser and lien clauses was re-affirmed in distinct terms by the Court of Appeal. Lord Esher said:"In my opinion the main rule to be derived from the cases as to the interpretation of the cesser clause in a charter-party, is that the court will construe it as inapplicable to the particular breach complained of, if by construing. it otherwise, the shipowner would be left unprotected in respect of that particular breach, unless the cesser clause is expressed in terms that prohibit such a conclusion."
Lord Justices Bowen and Fry concurred; the latter learned judge saying :-"The rule that we are prima facie to apply to the construction of a cesser clause followed by a lien clause appears to me to be well ascertained. That rule seems a most rational one, and it is simply this, that the two are to be read, if possible, as co-extensive. If that were not so, we should have this extraordinary result; there would be a clause in the charter-party the breach of which would create a legal liability; there would then be a cesser clause destroying that liability; and there would
1 L. R. (1891) 1 Q. B. 625.
additions and alterations in the Charter
then come a lien clause which did not re-create that liability in anybody else. What would be the use of a stipulation, if the moment it was created it was taken away, and was not laid upon someone else's shoulders? Such a construction. would strike anyone as being most unreasonable, and, therefore, it is not one which the Court ought to adopt unless absolutely driven to it."
This rule shows that the interpretation of an ambiguous cesser clause must, in the first instance, be sought by determining the extent of the operation of the lien clause, at all events where the charterer uses the cesser clause to extinguish a liability which is already incurred. If the shipowner's claim be then found to be covered by his lien, prima facie, he must look to that lien for his remedy; but if the claim be not covered by the lien, the rule, prima facie, prevents the operation of the cesser clause, and the reasoning of several of the judgments on this subject is not easily reconcilable. 1
After a charter-party is signed, any material alteration or addition to it by a party or his agent, will make it null and void, though the alteration was made without any fraudulent design, and the rule is the same though the alteration is made by a stranger.2
In Crookewit v. Fletcher, the defendants signed a charter-party and handed it to the plaintiff's
1 Abbott on Sh. 228.
2 Parsons on Sh. Vol. 1., p. 274.
3 26 L. J. Ex. 153.
agents, who forwarded it to the plaintiff for signature. The plaintiff signed it and returned it to his agents; one of whom then added the clause "wind and weather permitting, with cargo or in ballast for ship's benefit," and took the document back to the defendants, telling one of them he had made the addition, which he said did not affect the contract. The defendant did not agree to this, and said he did not know if he would then accept the charter. The agent offered to strike out the addition, which he had made on his own responsibility and not by the orders of his principal. The defendant said he would see a gentleman who was jointly interested with him, and let the agent know what was said. The defendants subsequently rejected the contract on the ground of the alteration. The plaintiff sued on the charterparty, treating it as unaltered, but the court held that the addition or alteration was a fatal objection, and added: "It is, no doubt, apparently, a hardship that where what was the original charter-party is perfectly clear and indisputable, and where the alteration or addition was made without any fraudulent intention, and by a person not a party to the contract, that a perfectly innocent man should thereby be deprived of a beneficial contract; but, on the other hand, it must be borne in mind that to permit any tampering with written documents would strike at the root of all property and that it is of most essential importance to the public
interest that no alteration whatever should be made in written contracts, but they should continue to be and remain in exactly the same state and condition as when signed and executed, without addition, alteration, erasure or obliteration.
The rule laid down in Pigott's,' case was :-" That where any deed is altered in a material part, by the plaintiff himself or by any stranger, without the privity of the obligee, be it by interlineation, addition, crasing, or by drawing a pen through a line or through the middle of any material word, the deed has thereby become void."
Lord Denman in his judgment in Davidson v. Cooper, said: "Pigott's case had never been overruled, but, on the contrary, had been extended to unsealed documents, the authorities establishing what common sense requires, that the alteration of a once signed paper vitiates it. And in this case it was held that the alteration of a written agreement, even after breach, after delivery to the party suing upon it, renders the agreement void.
A vessel was chartered by the defendant from London to Bombay, addressed to G. and Co. the defendant's agents at the latter place; and it was stipulated by another charter-party of the same date, that the vessel should discharge her cargo at Bombay, and then take in a homeward cargo, the defendant agreeing to pay freight as to one-half the cargo at 37. per ton; and as to the rest at the
111 Rep. 27, cited in Crookewit v. Fletcher, 26 L. J. Ex. 160.