FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
ONEBEACON INSURANCE COMPANY, No. 08-16826
Plaintiff-Appellant,
v. D.C. No.
3:07-cv-03540-BZ
HAAS INDUSTRIES, INC.,
OPINION
Defendant-Appellee.
Appeal from the United States District Court
for the Northern District of California
Bernard Zimmerman, Magistrate Judge, Presiding
Argued and Submitted
October 4, 2010—San Francisco, California
Filed March 9, 2011
Before: Robert R. Beezer, Andrew J. Kleinfeld, and
Susan P. Graber, Circuit Judges.
Opinion by Judge Beezer
3325
3328 ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES
COUNSEL
James Attridge, San Francisco, California, for the plaintiff-
appellant.
Geoffrey W. Gill, Countryman & McDaniel, Los Angeles,
California, for the defendant-appellee.
OPINION
BEEZER, Circuit Judge:
OneBeacon Insurance Company (“OneBeacon”) brought
suit against Haas Industries, Inc. (“Haas”), under the Carmack
ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES 3329
Amendment, 49 U.S.C. § 14706, to recover for goods lost
during shipping. Following a bench trial, the district court
entered judgment in favor of Haas. OneBeacon appeals the
district court’s holdings that OneBeacon lacked standing to
sue under the Carmack Amendment and, alternatively, that
Haas limited its liability. We reverse the holding that OneBea-
con lacked standing, affirm the holding that Haas limited its
liability, and remand for an entry of judgment consistent with
the limitation of liability.
I
OneBeacon is the subrogated insurer of Professional Prod-
ucts, Inc. (“PPI”). Around June 2005, PPI purchased three
pallets of computer wafers from Omneon Video Graphics
(“Omneon”). PPI requested that Omneon ship the wafers
directly to the City University of New York, the end pur-
chaser of the goods. Omneon and PPI agreed that Omneon
would ship the wafers FOB Omneon’s dock. Therefore, own-
ership of the wafers had passed from Omneon to PPI when
the shipment left Omneon’s dock.
Nevertheless, instead of arranging for its own carrier to
transport the wafers, PPI authorized Omneon to arrange ship-
ment through Haas, a carrier Omneon frequently used.
Omneon and Haas had previously negotiated a fee schedule
that applied to all Omneon shipments, and Omneon kept cop-
ies of pre-printed Haas bill of lading forms, which Omneon
filled in prior to a shipment.
The face of Haas’s bill of lading provides blank spaces for
details about the shipping arrangement, such as the type and
weight of the shipment, the type of service, and the sending
and receiving companies. Haas also lists Conditions of Con-
tract Carriage on the reverse side of the bill of lading. The
Conditions of Contract Carriage are expressly incorporated
into the bill of lading.
3330 ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES
The Conditions of Contract Carriage describe the rights and
obligations of various parties, including the “Shipper.”
Among other things, the shipper and consignee are jointly and
severally liable for any unpaid shipping charges. Paragraph 1
of the Conditions of Contract Carriage defines “Shipper” as
“the party from whom the shipment is received, the party who
requested the shipment be transported by Haas Industries, and
[sic] party having an interest in the shipment, and any party
who acts as an agent for any of the above.”
The Conditions of Contract Carriage also describe the
extent of Haas’s liability for “lost, damaged, misdelivered or
otherwise adversely affected” goods. Paragraph 8 states that
“in the absence of a higher declared value for carriage,”
Haas’s liability “is limited to a minimum of $50.00 per ship-
ment or $0.50 per pound, per piece.” The same paragraph
states that “Declared values for carriage in excess of $0.50 per
pound, per piece, shall be subject to an excess valuation
charge.” The face of the bill of lading provides a blank “de-
clared value” box two lines above the shipper’s signature. An
adjacent line states that the declared value is “agreed and
understood to be not more than $.50 per pound, per piece, or
$50.00 whichever is higher unless higher value declared and
charges paid [sic].”
Haas’s bill of lading does not specify the amount of the
excess valuation charge, but Haas asserts that it had provided
this information to customers. In January 2005, Haas sent a
letter to its customers specifying the excess valuation charge.
In the letter, Haas informed customers that it had increased
the excess valuation charge to $0.70 for every $100 of
declared value. The letter reiterated, “Obviously, if you do not
declare value on the bill of lading you will not be charged.”
Haas states that it sent a copy of this letter to each of its cus-
tomers, including Omneon, by enclosing the letter with its
billing statement. Haas asserts that it would have re-sent the
information to customers upon request.
ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES 3331
Omneon contracted with Haas to ship PPI’s goods.
Omneon used one of Haas’s pre-printed bills of lading for the
shipment. Omneon filled in the City University of New
York’s address, the number of pallets to be shipped, and the
weight of the shipment. Omneon did not list a declared value
for the shipment. PPI did not sign the bill of lading, and
Omneon did not indicate PPI’s ownership of the goods identi-
fied on the bill of lading.
Haas retained Direct Air Service, Inc. to transport the ship-
ment to New York. When the shipment arrived, it contained
only two of the three pallets of computer wafers.
PPI filed a claim with Haas for the lost wafers, but Haas
replied that only Omneon was entitled to file a claim.
Omneon then filed a claim with Haas, and Haas issued a
check for $88 to Omneon, asserting that this amount fulfilled
Haas’s obligation because the bill of lading limited Haas’s lia-
bility to $0.50 per pound. OneBeacon, PPI’s insurance com-
pany, compensated PPI for the value of the lost goods, and
OneBeacon stepped into PPI’s shoes as subrogee. OneBeacon
brought suit against Haas claiming that Haas is liable for the
full value of the lost goods under the Carmack Amendment.
Magistrate Judge Bernard Zimmerman held a bench trial on
July 1, 2008.1 The trial focused on three issues: whether One-
Beacon had standing to sue under the Carmack Amendment,2
whether Haas limited its liability, and whether Omneon’s
acceptance of the $88 check constituted an accord and satis-
faction between Haas and PPI. Magistrate Judge Zimmerman
found that OneBeacon did not have standing to sue; Haas lim-
ited its liability; but Haas failed to prove the existence of an
accord and satisfaction.
1
The parties consented to proceed before a magistrate judge.
2
Magistrate Judge Zimmerman raised the standing issue sua sponte
before trial.
3332 ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES
Judgment was entered in favor of Haas. OneBeacon timely
appealed the issues of OneBeacon’s standing and Haas’s limi-
tation of liability. We have jurisdiction pursuant to 28 U.S.C.
§ 1291.
II
We review the district court’s findings of fact after a bench
trial for clear error. Navajo Nation v. U.S. Forest Serv., 535
F.3d 1058, 1067 (9th Cir. 2008) (en banc). We review its con-
clusions of law de novo. Id. Mixed questions of law and fact
are also reviewed de novo. Ambassador Hotel Co. v. Wei-
Chuan Inv., 189 F.3d 1017, 1024 (9th Cir. 1999).
We review the district court’s interpretation of contract pro-
visions de novo. Conrad v. Ace Prop. & Cas. Ins. Co., 532
F.3d 1000, 1004 (9th Cir. 2008).
III
[1] This case presents the question whether an owner of
goods who was not referenced by name in the bill of lading
has standing under the current text of the Carmack Amend-
ment. Congress passed the Carmack Amendment in 1906 to
amend the Interstate Commerce Act and establish a uniform
system of liability for carriers of goods in interstate com-
merce. See Adams Express Co. v. Croninger, 226 U.S. 491,
503-06 (1913) (describing the diversity of laws governing car-
rier liability before the Carmack Amendment and concluding
that “Congress intended to adopt a uniform rule” under the
Carmack Amendment).
[2] “The purpose of the Carmack Amendment was to
relieve shippers of the burden of searching out a particular
negligent carrier from among the often numerous carriers han-
dling an interstate shipment of goods.” Reider v. Thompson,
339 U.S. 113, 119 (1950). The Amendment accomplishes this
purpose by imposing liability on the receiving, delivering, and
ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES 3333
any intermediate carriers regardless of which carrier is at
fault. Kawasaki Kisen Kaisha Ltd. v. Regal-Beloit Corp., 130
S. Ct. 2433, 2441 (2010); see also 49 U.S.C. § 14706(a)(1)
(liability of motor carriers and freight forwarders). It also reg-
ulates a carrier’s ability to limit liability for lost or damaged
goods. See id.
[3] Motor carriers are among the various types of carriers
subject to the Carmack Amendment. 49 U.S.C. § 14706. The
Carmack Amendment requires a motor carrier to issue a
receipt or bill of lading for the property it transports. Id.
§ 14706(a)(1). The carrier is then “liable to the person entitled
to recover under the receipt or bill of lading” for any loss or
injury to the property caused by any carrier during shipment.
Id.
During the relevant transaction, Haas was a licensed motor
carrier and freight forwarder. The parties therefore agree that
under the Carmack Amendment Haas is liable to someone for
the lost pallet of computer wafers. The question is to whom.
[4] OneBeacon was PPI’s subrogee. To decide whether
OneBeacon has standing, we must therefore determine
whether PPI would have standing under the Carmack Amend-
ment.3 OneBeacon contends that PPI must have standing as
the owner of the lost goods. Haas contends that only Omneon
has standing because Omneon, not PPI, negotiated the ship-
ping arrangement and signed the bill of lading.
OneBeacon and Haas are not the first parties to debate who
has standing to sue under the Carmack Amendment. The orig-
inal text of the 1906 Carmack Amendment provided that car-
riers were “liable to the lawful holder” of the “receipt or bill
3
The Carmack Amendment defines “person” to include “a trustee,
receiver, assignee, or personal representative of a person.” 49 U.S.C.
§ 13102(18). OneBeacon is therefore a “person” under the statute to the
same extent that PPI is such a person. The parties do not dispute this.
3334 ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES
of lading.” Pub. L. No. 59-337, 34 Stat. 584, 595 (1906). In
some early cases, parties argued that the term “lawful holder”
was synonymous with the owner of the goods, but the
Supreme Court rejected that argument. The Court held that
under the original text of the Carmack Amendment, the “law-
ful holder” of the bill of lading could sue, regardless of who
actually owned the goods. Pa. R.R. Co. v. Olivit Bros., 243
U.S. 574, 583 (1917). But this left open the question of
whether an owner of goods who did not actually possess the
bill of lading could also sue.
In Davis v. Livingston, this court held that, regardless of
ownership, only the holder of the bill of lading could sue. See
13 F.2d 605, 607 (9th Cir. 1926) (concluding that “the Car-
mack Amendment makes the holder of the bill of lading the
representative of the real parties in interest”). Other courts
took a broader approach, allowing certain interested parties to
sue even if they did not actually possess the bill of lading.
See, e.g., Del., L. & W. R. Co. v. United States, 123 F. Supp.
579, 581 (S.D.N.Y. 1954) (allowing the United States, as
owner of the goods, to sue regardless of who possessed the
bill of lading); Aspen Fish Prods. Co. v. Pa.-Reading Sea-
shore Lines, 21 A.2d 826, 826-27 (N.J. 1941) (holding that
the plaintiff—shipper was allowed to sue when the railroad
carrier held the bill of lading at the time of suit).
In 1978, Congress clarified this passage through the
Revised Interstate Commerce Act. The 1978 act was passed
“to revise, codify, and enact without substantive change the
Interstate Commerce Act and related laws.” Pub. L. No. 95-
473, 92 Stat. 1337, 1337. Among other things, Congress
replaced the phrase “lawful holder of the receipt or bill of lad-
ing” with the phrase “person entitled to recover under the
receipt or bill of lading.” 92 Stat. at 1453.
Interpreting the revised wording, some courts have held
that particular classes of persons are entitled to recover under
the receipt or bill of lading. See, e.g., Harrah v. Minn. Mining
ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES 3335
& Mfg. Co., 809 F. Supp. 313, 318 (D.N.J. 1992) (noting vari-
ous classes that are allowed to sue, including shippers, con-
signors, consignees, “holders of the bill of lading,” and
“persons beneficially interested in the shipment”). Under this
approach, a person may sue as long as he or she belongs to
a class of persons that has previously been allowed to sue. See
Banos v. Eckerd Corp., 997 F. Supp. 756, 762 (E.D. La. 1998)
(finding that the plaintiff had standing because he fell within
the definition of a “consignor” of goods).
[5] Although we recognize that members of certain classes
often will be entitled to sue, the statute compels a more direct
approach to standing. The crucial phrase under the current
statute is “the person entitled to recover under the receipt or
bill of lading.” 49 U.S.C. § 14706(a)(1) (emphasis added); cf.
Pa. R.R. Co., 243 U.S. at 583 (holding that, under the 1906
version, “[t]he crucial words [were] ‘lawful holder’ ”).
Accordingly, we look to the bill of lading, rather than an
abstract classification system, to determine whether PPI
would be entitled to sue Haas.
[6] A bill of lading is a contract between the carrier and the
shipper. Oak Harbor Freight Lines, Inc. v. Sears Roebuck &
Co., 513 F.3d 949, 954 (9th Cir. 2008). As we have noted in
other contexts, we apply general principles of contract inter-
pretation when construing a bill of lading. See Starrag v.
Maersk, Inc., 486 F.3d 607, 616 (9th Cir. 2007) (interpreting
a bill of lading in a maritime case). In this case, the bill of lad-
ing does not explicitly state who may sue, but OneBeacon
offers a compelling argument that the bill of lading entitles
PPI to sue.
[7] Throughout, the Conditions of Contract Carriage refer-
ence the rights and duties of the “shipper.” As OneBeacon
notes, the Conditions of Contract Carriage define “Shipper”
as “the party from whom the shipment is received, the party
who requested the shipment be transported by Haas Indus-
tries, and [sic] party having an interest in the shipment, and
3336 ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES
any party who acts as an agent for any of the above.” Because
PPI is a “party having an interest in the shipment,” it falls
within the bill of lading’s definition of “Shipper.”
We have previously found standing in admiralty and air
transport cases that raised similar questions about who may
sue under a bill of lading. See Lite-On Peripherals, Inc. v.
Burlington Air Express, Inc., 255 F.3d 1189, 1193-94 (9th
Cir. 2001) (air transport); All Pac. Trading, Inc. v. Vessel M/V
Hanjin Yosu, 7 F.3d 1427, 1432 (9th Cir. 1993) (admiralty).
In each of these previous cases, the carrier’s bill of lading
imposed obligations on the “Merchant” and defined “Mer-
chant” to encompass “a broad range of parties.” Lite-On, 255
F.3d at 1193. In each case we held that the bill of lading enti-
tled the plaintiff to sue because the plaintiff fell within the bill
of lading’s definition of “Merchant.” Id. at 1194; All Pac., 7
F.3d at 1432. In Lite-On, we reasoned that a carrier “cannot
seek to include a broad range of parties within the contract’s
definition of ‘Merchant,’ and then claim that one of those par-
ties has no standing to enforce” the contract. 255 F.3d at
1194.
[8] Although the facts and circumstances of Lite-On and
All Pacific are not identical to those in this case, we find the
reasoning of the cases persuasive. We conclude that PPI
would have standing to sue because it is a “Shipper” under the
bill of lading. As PPI’s subrogee, OneBeacon has standing to
sue under the Carmack Amendment, so we reverse the district
court’s standing determination.
IV
[9] Although we conclude that the bill of lading entitles
PPI, and therefore OneBeacon, to sue, we agree with the dis-
trict court that Haas effectively limited its liability through the
same bill of lading. Under the Carmack Amendment, a carrier
is generally liable “for the actual loss or injury to the proper-
ty.” 49 U.S.C. § 14706(a)(1). However, a carrier may
ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES 3337
establish rates for the transportation of property . . .
under which the liability of the carrier for such prop-
erty is limited to a value established by written or
electronic declaration of the shipper or by written
agreement between the carrier and shipper if that
value would be reasonable under the circumstances
surrounding the transportation.
Id. § 14706(c)(1)(A).
[10] OneBeacon does not challenge the reasonableness of
Haas’s rates. OneBeacon argues only that Haas failed to limit
its liability under the four-step test established in Hughes Air-
craft Co. v. N. Am. Van Lines, Inc., 970 F.2d 609, 611-12 (9th
Cir. 1992). In Hughes, we held that to limit its liability under
the Carmack Amendment, a carrier must
(1) maintain a tariff in compliance with the require-
ments of the Interstate Commerce Commission; (2)
give the shipper a reasonable opportunity to choose
between two or more levels of liability; (3) obtain
the shipper’s agreement as to his choice of carrier
liability limit; and (4) issue a bill of lading prior to
moving the shipment that reflects any such agree-
ment.
Id. (footnotes omitted).4 “The carrier has the burden of prov-
ing that it has complied with these requirements.” Id. at 612.
Since Hughes was decided in 1992, Congress has amended
the statutory provisions underlying the Hughes test. We
derived the first element of the Hughes test from the Carmack
Amendment’s provision that the Interstate Commerce Com-
mission (“ICC”) could authorize a motor carrier to establish
4
This test is similar to the tests applied by other circuits. See, e.g., Roh-
ner Gehrig Co. v. Tri-State Motor Transit, 950 F.2d 1079, 1081 (5th Cir.
1992) (en banc).
3338 ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES
rates limiting its liability. Id. at 611 n.2. In 1994, Congress
eliminated the requirement that carriers of non-household
goods file tariffs with the ICC. Trucking Industry Regulatory
Reform Act of 1994, Pub. L. No. 103-311, 108 Stat. 1673,
1683-85. Then in 1995, Congress added a requirement that
carriers “provide . . . to the shipper, on request of the shipper,
a written or electronic copy of the rate, classification, rules,
and practices upon which any rate applicable to a shipment,
or agreed to between the shipper and the carrier, is based.”
ICC Termination Act of 1995, Pub. L. No. 104-88, 109 Stat.
803, 907-10 (codified at 49 U.S.C. § 14706(c)(1)(B)).
[11] Haas argues that the 1994 and 1995 amendments
eliminated the first element of the Hughes test. In contrast,
OneBeacon asserts that the Hughes test remains fully intact
because a carrier must still maintain a tariff even if it is not
required to file the tariff.5 We agree with the Eleventh Circuit
that “the most that can be said about the latest version of the
statute is that a carrier is now required to provide a shipper
with the carrier’s tariff if the shipper requests it, instead of the
shipper filing its tariff with the now-defunct ICC.” Sassy Doll
Creations, Inc. v. Watkins Motor Lines, Inc., 331 F.3d 834,
841 (11th Cir. 2003). Accordingly, we hold that the Hughes
test remains the same with one exception: Instead of main-
taining a tariff in compliance with the ICC, a motor carrier
must now, at the shipper’s request, provide the shipper with
“a written or electronic copy of the rate, classification, rules,
and practices upon which any rate applicable to a shipment,
or agreed to between the shipper and the carrier, is based.”6
49 U.S.C. § 14706(c)(1)(B).
[12] In this case, we conclude that Haas complied with all
5
The parties seem to agree that for purposes of this case there is no sig-
nificant difference between a rate schedule and a “tariff.”
6
Our holding comports with other circuits’ interpretations of the 1994
and 1995 amendments. See, e.g., Emerson Electric Supply Co. v. Estes
Express Lines Corp., 451 F.3d 179 (3d Cir. 2006).
ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES 3339
requirements of the revised Hughes test. Contrary to OneBea-
con’s arguments, the statute does not require Haas to maintain
rates in any particular format, nor does it require Haas to for-
mally publish its rates. Instead, Haas need only provide copies
of its “rate, classification, rules, and practices” at the “request
of the shipper.” Id. (emphasis added). There is no evidence
that either Omneon or PPI requested this information prior to
shipping PPI’s goods. Further, Haas provided evidence that it
established standard rates, which incorporated the limitation
of liability, as well as a separate excess valuation charge for
full liability. The district court found that Haas had estab-
lished rates for different levels of liability and would have
made these rates available to customers upon request.7 We see
no clear error in this finding.
[13] Additionally, OneBeacon offers no basis for rejecting
the district court’s findings that Haas satisfied the last three
elements of the Hughes test. To satisfy the second element,
“the shipper [must have] had both reasonable notice of the lia-
bility limitation and the opportunity to obtain information
necessary to make a deliberate and well-informed choice.”
Hughes Aircraft Co., 970 F.2d at 612 (internal quotation
marks omitted). The bill of lading and Conditions of Contract
Carriage clearly state that Haas’s liability is limited to $50 or
$0.50 per pound in the absence of a higher declared value.
The bill of lading also explains that Haas will be liable for the
actual value of the shipment if the shipper declares the value
and pays an excess valuation charge. We conclude that these
statements provided sufficient notice of the limitation of lia-
bility and explained the procedure for rejecting that limitation.
7
OneBeacon asserts that the district court eliminated the first element of
the Hughes test. We note that the district court did in fact analyze the
requirement of § 14706(c)(1)(B), although the court analyzed the require-
ment separately rather than incorporating it into the Hughes test as we
have done. Regardless of the sequence of analysis, the outcome is the
same.
3340 ONEBEACON INSURANCE CO. v. HAAS INDUSTRIES
[14] Because the bill of lading contains a written agree-
ment to the limitation of liability, Haas also satisfied the third
and fourth elements of the Hughes test. Id. OneBeacon argues
that, to comply with the Carmack Amendment, a bill of lading
must list the actual value of the goods as the default rate. It
is true that if a carrier does not specify any limitation on lia-
bility in the shipping contract or bill of lading, then the carrier
is responsible for “the actual loss or injury to the property.”
49 U.S.C. § 14706(a)(1). But here the bill of lading expressly
limits Haas’s liability in the absence of a higher declared
value. By signing the bill of lading without listing a declared
value, the parties agreed to the limitation of liability.
OneBeacon raises several other arguments for reversal,
including the district court’s consideration of PPI’s insurance
policy. OneBeacon’s arguments are not persuasive. Because
Haas met each of the requirements under the Hughes test, the
district court’s reference to PPI’s insurance coverage is at
most irrelevant to the limitation of liability.
CONCLUSION
We determine that OneBeacon has standing to sue, but
Haas limited its liability under the Carmack Amendment.
Because the district court found that there was no accord and
satisfaction, and Haas did not appeal this finding, we remand
the case so that the district court may enter judgment in favor
of OneBeacon in an amount consistent with the limitation of
liability.
REVERSED in part, AFFIRMED in part, and
REMANDED.