Chembulk Trading LLC v. Chemex Ltd., Novorossiysk Shipping Company v. Chemex Ltd., Etc.

EMILIO M. GARZA, Circuit Judge,

dissenting:

The majority opinion holds that the term “all freights” must be construed to include “subfreights” based on the “the principles of contract interpretation under federal maritime law.” However, in doing so, the majority violates the basic “canon of contractual interpretation that requires words and phrases in a contract to be given their plain meanings.” Cleere Drilling Co. v. Dominion Exploration & Production, Inc., 351 F.3d 642 (5th Cir.2003). There is no dispute that the terms freight and sub-freights have very specific and distinct *558meanings in the context of admiralty contracts. Indeed, the majority acknowledges this distinction finding that “the term ‘sub-freights’ is commonly used in charters to provide ■ a lien over freights owed by a third-party.”

Nevertheless, the majority seeks to expand the definition, and ultimately redefine, the term “all freights” so that the term is not rendered superfluous. In the process, the majority is rejecting established caselaw from other circuits spanning the past century. See Cornish Shipping Ltd. v. Int’l Nederlanden Bank N.V., 53 F.3d 499, 502 (2d Cir.1995) (citing Marine Traders, Inc. v. Seasons Navigation Corp., 422 F.2d 804, 806 (2d Cir.1970) (“To secure payments of freight due from a charterer of its ship, a shipowner may create, by express provision in the charter party, a lien on the subfreights earned by the vessel.”) (emphasis added)); and Am. Steel Barge Co. v. Chesapeake & O. Coal Agency Co., 115 F. 669, 672 (1st Cir.1902) (“it cannot reasonably be questioned that ‘sub-freights,’ which is an expression in common use and easily understood, embraces all freights which a charterer stipulates to receive for the carriage of goods.”). The majority also ignores the fundamental rule of contract interpretation that requires us to look to the intent of the parties “at the time of entering into the contract regardless of any events occurring afterward.” 17 Am-'Jur.2d Contracts § 345 (2004). Here, the majority has determined that the term “all freights” in fact refers to the freight promised under the charter between Westway and Chemex. However, there is no evidence in the record that the Westway charter existed or was even contemplated of at the time Novorossiysk entered into its charter with Chemex. Unless Novorossiysk had knowledge of this future charter, I find it difficult to see how the majority’s- decision can be a “more viable interpretation” of the contract.

This is a case involving a simple contractual error for which there is no judicial recourse. Novorossiysk was well aware at the time it entered into the charter with Chemex of the clear distinction between freights and subfreights. If it wanted to exercise a lien over the freight promised by Westway, Novorossiysk could (and arguably should) have expressly stated so in its contract. For whatever reason, it chose not to avail itself of this opportunity and, instead of taking responsibility for its clear error, has sought savior through judicial intervention. Indeed, it is disingenuous for Novorossiysk to argue that the term “all freights” is broad enough to include “subfreights” when it specifically stated in its notice to Westway that it was exercising its right to a lien on “all freight and sub-freights.” Clearly, if Novoros-siysk truly believed that the term “all freights” was broad enough to include “subfreights”, it would not have felt compelled to specify in its notice of its lien on the subfreight owed by Westway.

The majority agrees that the district court’s holding would encourage “precision in drafting charter parties” but then subsequently rejects this contention with its holding. I believe, however, such diligence is not an unreasonable expectation. To rule otherwise would encourage parties to draft their contracts riddled with errors with the knowledge that the court will step in and correct any problems that ensue as result of sloppy drafting. Unfortunately, it is not the responsibility of the courts to save parties from their mistakes and any indication otherwise should be clearly avoided.

Accordingly, I respectfully DISSENT.