IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 15-30239

WORLD FUEL SERVICES SINGAPORE PTE, LIMITED, 

 Plaintiff - Appellee

 v.

BULK JULIANA M/V, her engines, tackle, apparel, etc., in rem,

 Defendant

BULK JULIANA, LIMITED,

 Claimant - Appellant

Appeal from the United States District Court 

for the Eastern District of Louisiana

Before JONES and JOLLY, Circuit Judges, and MILLS, District Judge.*

EDITH H. JONES, Circuit Judge:

“This admiralty and maritime case concerns a Singapore-based marine 

fuel supplier’s attempt to recover a debt arising from the supply of fuel oil 

bunkers in Singapore to a Panamanian-flag vessel, the M/V BULK JULIANA, 

which is beneficially owned by a United States company, operated and 

 

* District Judge of the Northern District of Mississippi, sitting by designation.

United States Court of Appeals

Fifth Circuit

FILED

April 1, 2016

Lyle W. Cayce

Clerk

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2

managed by a United States company, and which was chartered by a German 

company.” World Fuel Servs. Singapore Pte, Ltd. v. Bulk Juliana M/V, No. 13-

5421, 2015 WL 575201, at *1 (E.D. La. Feb. 11, 2015). On summary judgment, 

the district court applied Singapore law to the formation of the fuel sales 

contract, enforced the parties’ choice of law as the “General Maritime law of 

the United States,” and concluded that the vessel lien under the Federal 

Maritime Lien Act (“FMLA”), 42 U.S.C. §§ 31341 and 31342, was enforceable. 

Agreeing with the district court’s conclusion and substantially with its 

reasoning, we AFFIRM AND REMAND. 

BACKGROUND

World Fuel Services Corp., a Florida corporation, is the parent 

corporation of the World Fuel Services group of companies. This group of 

companies, which includes Plaintiff-Appellee WFS Singapore

(“WFS Singapore”) and WFS Europe, provides fuel to ocean-faring vessels 

around the world. Bulk Juliana Ltd. is the owner of the vessel M/V BULK 

JULIANA. On November 7, 2012, Peter Turner (“Turner”), Manager of 

Commercial Sales at WFS Europe, negotiated on behalf of WFS Singapore with 

Denmar for the delivery of the bunkers (fuel) to the vessel, which Denmar had 

recently time-chartered. On November 7, Turner, on behalf of WFS Singapore, 

confirmed the bunker order via email to Denmar. 

The confirmation email outlined the terms of Denmar’s bunker order. 

First, the email described the relative bargaining authorities of 

WFS Singapore and Denmar: 

ALL SALES ARE ON THE CREDIT OF THE VSL [vessel]. 

BUYER IS PRESUMED TO HAVE AUTHORITY TO BIND THE 

VSL WITH A MARITIME LIEN. DISCLAIMER STAMPS 

PLACED BY VSL ON THE BUNKER RECEIPT WILL HAVE NO 

EFFECT AND DO NOT WAIVE THE SELLER’S LIEN. 

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Next, the email incorporated by reference the “General Terms and Conditions” 

(the “General Terms”) of all such contracts entered into by WFS Singapore: 

THIS CONFIRMATION IS GOVERNED BY AND 

INCORPORATES BY REFERENCE SELLER’S GENERAL 

TERMS AND CONDITIONS IN EFFECT AS OF THE DATE 

THAT THIS CONFIRMATION IS ISSUED. THESE 

INCORPORATED AND REFERENCED TERMS CAN BE 

FOUND AT WWW.WFSCORP.COM. ALTERNATIVELY, YOU 

MAY INFORM US IF YOU REQUIRE A COPY AND SAME WILL 

BE PROVIDED TO YOU. 

The “General Terms and Conditions” include three sections relevant to this 

appeal: 

1. INCORPORATION AND MERGER: Each sale of Products shall 

be confirmed by email, fax or other writing from the Seller to the 

Buyer (“Confirmation”). The Confirmation shall incorporate the 

General Terms by reference so that the General Terms thereby 

supplement and are made part of the particular terms set forth in 

the Confirmation. The Confirmation and the General Terms shall 

together constitute the complete and exclusive agreement 

governing the transaction in question (the “Transaction”). . . . 

8. CREDIT AND SECURITY:

(a) Products supplied in each Transaction are sold and effected on 

the credit of the Receiving Vessel, as well as on the promise of the 

Buyer to pay, and it is agreed and the Buyer warrants that the 

Seller will have and may assert a maritime lien against the 

Receiving Vessel for the amount due for the Products delivered . . 

. .

(d) All sales made under these terms and conditions are made to 

the registered owner of the vessel, in addition to any other parties 

that may be listed as Buyer in the confirmation. Any bunkers 

ordered by an agent, management company, charterer, broker or 

any other party are ordered on behalf of the registered owner and 

the registered owner is liable as a principal for payment of the 

bunker invoice. . . .

17. LAW AND JURISDICTION: The General Terms and each 

Transaction shall be governed by the General Maritime Law of the 

United States . . . The General Maritime Law of the United States 

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shall apply with respect to the existence of a maritime lien, 

regardless of the country in which Seller takes legal action. Any 

disputes concerning quality or quantity shall only be resolved in a 

court of competent jurisdiction in Florida. Disputes over payment 

and collection may be resolved, at Seller’s option, in the Florida 

courts or in the courts of any jurisdiction where either the 

Receiving Vessel or an asset of the Buyer may be found. Each of 

the parties hereby irrevocably submits to the jurisdiction of any

such court, and irrevocably waives, to the fullest extent it may 

effectively do so, the defense of an inconvenient forum or its foreign 

equivalent to the maintenance of any action in any such court. 

Seller shall be entitled to assert its right of lien or attachment or 

other rights, whether in law, in equity or otherwise, in any country 

where it finds the vessel. BUYER AND SELLER WAIVE ANY 

RIGHT EITHER OF THEM MIGHT HAVE TO A TRIAL BY 

JURY IN ANY LEGAL PROCEEDING ARISING FROM OR 

RELATED TO THE GENERAL TERMS OR ANY 

TRANSACTION.

There is no indication in the record that Denmar ever objected to, or inquired 

about, the contractual terms expressed in the bunker confirmation email. 

On November 13, Transocean Oil, a Singapore fuel supplier

subcontracted by WFS Singapore, delivered the bunkers to the vessel at the 

Port of Singapore. R. L. Vicente, Master/Chief Engineer of the vessel, signed 

the Bunker Delivery Notes and affixed the vessel’s stamp to each confirming 

receipt of the bunkers. On November 15, 2012, WFS Singapore issued an 

invoice to “MV BULK JULIANA AND/OR HER OWNERS/OPERATORS AND 

DENMAR . . . .” for the sale. 

Because payment was never remitted, WFS Singapore filed a complaint 

in the Eastern District of Louisiana in August 2013, which sought the arrest 

of the vessel then docked in the Port of New Orleans and recovery of the sales 

price. (The complaint also named Denmar as a defendant, but Denmar had 

become insolvent and was dismissed.) The next day, an arrest warrant was 

issued by the district court. On September 13, 2013, Bulk Juliana claimed 

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ownership of the vessel, posted security to release it, and answered 

WFS Singapore’s complaint. In its answer, Bulk Juliana asserted that: (1) 

WFS Singapore had no maritime lien under the law of Singapore (where the 

bunkers were delivered to the vessel); (2) WFS Singapore had no legal basis to 

assert a maritime lien under 46 U.S.C. § 31342 against the vessel; and (3) the

WFS Singapore’s arrest of the vessel was wrongful and improper and should 

be vacated by the district court. 

Faced with conflicting motions on the validity and enforceability of the 

maritime lien, the district court ordered each party to file additional briefing 

concerning the choice-of-law issue before the court.

WFS Singapore argued that the maritime lien was valid because the 

contract contained a General Maritime Law of the United States choice-of-law 

provision that allowed Denmar to bind the vessel through the purchase of 

necessaries (the bunkers). Alternatively, WFS Singapore argued that even if 

Singapore law governed the formation of the contract, the parties’ United 

States choice-of-law provision would still be valid, and therefore, the maritime 

lien would be enforceable. In support, WFS Singapore relied on the 

uncontroverted affidavit and testimony of Mr. Tan Chaun Bing Kendall

(“Mr. Tan”), a Singapore law expert with bunker transaction experience. 

Mr. Tan opined that the contract’s General Terms were valid under Singapore 

law, that the terms were validly incorporated into the sales agreement, and 

that the General Maritime Law of the United States choice-of-law provision 

was enforceable. 

Conversely, Bulk Juliana contended that Singapore law controlled the

dispute but did not afford WFS Singapore a maritime lien. Further, Bulk 

Juliana asserted that even if U.S. law controlled, the General Maritime Law 

of the United States choice-of-law provision in WFS Singapore’s General Terms 

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only invoked U.S. maritime common law. U.S. general maritime common law, 

however, is a term of art that, according to Bulk Juliana, is distinct from and 

does not encompass the federal maritime lien statute. See 46 U.S.C. §31342(a). 

The district court held that while Singapore law governed formation of 

the contract, WFS Singapore’s bunker confirmation email validly incorporated 

by reference the General Terms, which included the General Maritime Law of 

the United States choice-of-law provision. Because the General Maritime Law 

of the United States choice-of-law provision was valid under Singapore law, 

U.S. law controlled the dispute. Finally, the parties’ choice of law provision 

included by its terms the FMLA, rendering the maritime lien enforceable

against the vessel.

Bulk Juliana appeals the district court’s denial of its motion for 

summary judgment and grant of WFS’s cross-motion. This court has 

jurisdiction of the district court’s interlocutory ruling based on admiralty law. 

28 U.S.C. §1292(a)(3). 

STANDARD OF REVIEW

This Court reviews the district court’s grant of summary judgment de 

novo, applying the same standards as the district court. Newman v. Guedry, 

703 F.3d 757, 761 (5th Cir. 2012). Summary judgment is only appropriate if 

“there is no genuine issue as to any material fact and that the moving party is 

entitled to a judgment as a matter of law.” Celotex Corp. v. Catrett, 

477 U.S. 317, 322 (1986). “On a motion for summary judgment, [this Court] 

must view the facts in the light most favorable to the non-moving party and 

draw all reasonable inferences in its favor.” Deville v. Marcantel, 567 F.3d 156, 

163-64 (5th Cir. 2009). Additionally, this Court reviews questions of law, 

“including choice of law and contract interpretation, de novo.” Waterfowl Liab. 

Co. v. United States, 473 F.3d 135, 141 (5th Cir. 2006). 

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DISCUSSION

This appeal presents the following issues: (1) whether, under Singapore

law, the contract’s General Terms that include a choice of U.S. maritime law

were validly incorporated into the agreement and enforceable; (2) whether 

Denmar, the charterer, had authority to bind the vessel in rem even though 

Bulk Juliana, the owner, was not a party to the contract between WFS

Singapore and Denmar; (3) whether the maritime lien was solely created by a 

contractual term; and (4) whether the choice of law clause using the term 

“General Maritime Law of the United States” includes the statutory FMLA. 

We discuss each issue below.

I. Whether the contract’s General Terms, which include a U.S. 

choice of law provision, are valid under Singaporean law 

and were validly incorporated into the agreement. 

In this court, the parties no longer dispute the applicability of Singapore

law to the contract’s formation; thus, we need not consider whether a 

preliminary choice of law, based on maritime law principles, must be made as 

to the contract’s formation. See Lauritzen v. Larsen, 345 U.S. 571, 582, 73 

S. Ct. 921 (1953). Their continued disagreement centers instead on whether

the General Terms were validly incorporated into the contract. See Trans-Tec 

Asia v. M/V HARMONY CONTAINER, 518 F.3d 1120, 1124 (9th Cir.), cert. 

denied, 555 U.S. 1062 (2008)(hereafter, “Trans-Tec”). The only record evidence 

on this point consists of undisputed testimony from WFS Singapore’s expert 

witness, Mr. Tan. Mr. Tan testified that “the key guiding principle is that a 

Singapore court will seek to discern the contractual intention of both parties, 

which is to be ascertained by reference” to the following factors: 

1. Is the incorporating language used sufficiently clear? 

2. Does the document to be incorporated expressly state that its 

contents are to be applicable to the other party sought to be bound?

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3. Is the document to be incorporated a common source of terms that 

are implied into such agreements of the same genre as the 

contract?

4. Did the party sought to be bound by the incorporated terms have 

access to, and/or was he in fact aware of the document at all 

material times?

5. Did the party sought to be bound by the incorporated document 

challenge or object to the applicability of the terms of that 

document to the contract?

Applying these factors, Mr. Tan opined that due to the “easy availability” of 

WFS Singapore’s General Terms on the internet, as well as the “customary” 

nature of including such terms in “bunker supply contracts,” the General 

Terms were validly incorporated into the contract, and are enforceable under 

Singapore law. Mr. Tan also concluded that “[u]nder Singapore law, a 

contractual provision for governing law where stipulated by parties in their 

agreement will generally be upheld as valid and enforceable.”1 See also TransTec, 518 F.3d at 1126-27 (“That a maritime lien might exist on the vessel under 

United States law, but would not exist under Malaysian law, was a 

consequence obviously contemplated by the contracting parties, and . . . results 

in no fundamental unfairness.”).

Bulk Juliana contends that the district court erred in accepting Mr. 

Tan’s conclusions. Under Bulk Juliana’s interpretation of the contract, neither 

the General Terms nor the U.S. choice-of-law provision was incorporated into 

 

1 Mr. Tan also cited Halsbury’s Laws of Singapore, para. 75.344, which states: 

Where an express choice has been made of the law of a country, even if the 

transaction has no connection with the country whose law is chosen, the choice 

will be given effect unless the choice was illegal or not made bona fide, or if the 

application of the foreign law will be contrary to the fundamental public policy 

of the forum. 

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the contract. Specifically, Bulk Juliana argues that that the fourth factor 

recited by Mr. Tan—“Did the party sought to be bound by the incorporated 

terms [the vessel] have access to, and/or was he in fact aware of the document 

at all material times?”—weighs clearly against WFS Singapore because the 

bunker delivery notes received by the vessel made absolutely no mention of 

WFS Singapore, the General Terms, or U.S. law. Therefore, the district court 

misapplied Singapore law in holding that the U.S. choice of law clause was 

binding on Bulk Juliana and the vessel in rem. Absent this clause, Singapore 

law does not recognize maritime liens. See Sembawang Shipyard, Ltd. v. 

Charger, Inc., 955 F.2d 983, 988 (5th Cir. 1992) (holding that, unlike U.S. law, 

maritime liens are not authorized by Singapore law).

Bulk Juliana has failed to controvert Mr. Tan’s testimony. The record is 

clear that Mr. Tan considered and applied the fourth factor, as well as the other 

factors, before concluding that the contract was “sufficiently specific to its 

reference” to the General Terms. Moreover, Mr. Tan opined that in his 

experience, “it is customary for bunker supply contracts to be concluded on the 

basis of the supplier’s standard terms and conditions that are incorporated by 

reference in the bunker confirmation.” Even assuming arguendo that 

WFS Singapore failed to satisfy the fourth factor described by Mr. Tan, Bulk 

Juliana offered no authority for the proposition that the failure to establish one 

out of five factors is fatal to the incorporation of the General Terms under 

Singaporean law. 

Although Mr. Tan’s testimony did not address the bunker delivery notes,

he affirmed the incorporation of the General Terms by reference to the bunker 

confirmation email, which provided all the relevant terms and conditions of the 

contract. We recognize that neither Bulk Juliana nor the vessel was a party to 

the bunker confirmation email, and therefore did not have access to and/or 

awareness of the specific document at all material times. Mr. Tan, however, 

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testified about the ready availability of the contractual terms via the internet, 

as well as the prevalence of the practices employed here with respect to sales 

of necessaries in the shipping industry. Importantly, Mr. Tan pointed out that 

WFS Singapore’s incorporation of the General Terms was “commonplace in the 

bunkering industry worldwide, and ought to be in the contemplation of ship 

operators and ship-owners such as [Bulk Juliana].”

Accordingly, the district court did not err in holding that the General 

Terms, including the U.S. choice-of-law provision, were valid and enforceable 

under Singapore law and were validly incorporated into the contract.2 The 

remainder of our analysis, contrary to Bulk Juliana’s arguments, relies on 

United States law.

II. Whether Denmar, the charterer, could bind the vessel 

through a maritime lien even though Bulk Juliana, the 

owner, was not a party to the contract between WFS 

Singapore and Denmar

The district court determined that Denmar had presumptive authority 

to bind the vessel by procuring necessaries even though Bulk Juliana was not 

a party to the contract with WFS Singapore. Therefore, the maritime lien in 

rem pursuant to the FMLA was valid. See Triton Marine Fuels, Ltd v. M/V 

PACIFIC CHUKOTKA, 575 F.3d 409, 414 (4th Cir. 2009) (quoting Trans–Tec,

518 F.3d at 1127-28 (9th Cir.2008)) (“It is a fundamental tenet of maritime law 

that ‘[c]harterers and their agents are presumed to have authority to bind the 

vessel by the ordering of necessaries.’”). This result flows from the application 

 

2 Bulk Juliana contends for the first time on appeal that this case presents a 

recognized exception to the enforcement of a choice-of-law-provision—when such a provision 

is used for the sole purpose of avoiding other applicable law. See Peh Teck Quee v. Bayerische 

Landesbank Girozentrale [1999] 3 SLR (R) 842, 848. On this basis, Bulk Juliana argues that 

the provision is unenforceable. Bulk Juliana has waived this argument by not raising it in 

the district court. See Singleton v. Wulff, 428 U.S. 106, 120 (1976). 

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of U.S. maritime law, as interpreted by this court and others. Nevertheless, 

Bulk Juliana challenges the principle that the vessel, a “third party” stranger 

to the sale, could be bound by the Denmar-WFS Singapore contract for 

bunkers.

Like the district court, we must follow this court’s decision in QUEEN 

OF LEMAN, which unabashedly enforced, against a non-party to the contract,

a maritime lien for vessel insurance, which was created under the auspices of 

a choice of law clause. Liverpool & London S.S. Protection & Indemnity 

Ass’n. v. QUEEN OF LEMAN M/V, 296 F.3d 350, 354-55 (5th Cir. 2002). Bulk 

Juliana attempts to distinguish this decision on the basis that the underlying 

maritime lien in QUEEN OF LEMAN was imposed by a contract with one 

owner of a vessel but enforced against the vessel after its acquisition by 

another owner. From the standpoint of the third party’s lack of knowledge and 

failure to acquiesce in the creation of the debt, however, we see no principled 

distinction from this case. Nor have other circuits, which have cited QUEEN 

OF LEMAN with approval in the course of enforcing maritime necessaries 

liens authorized pursuant to enforcement of choice of law clauses calling for 

U.S. law. See Triton Marine Fuels, 575 F.3d at 414-15; Trans-Tec, 518 F.3d at 

1126-27. 

In fact, each of those cases arises from facts quite similar to those before 

us. Triton upheld a U.S. maritime lien claimed against a vessel and its owner 

by a foreign company that supplied bunkers in a foreign port. Trans-Tec 

validated a choice of U.S. law, and thus the FMLA lien, where the choice of law 

was adopted in a contract concerning the sale of fuel to a foreign-flagged vessel 

in a foreign port. The Trans-Tec court quoted QUEEN OF LEMAN’s 

proposition that “there is nothing absurd about applying the law of the 

jurisdiction into which the ship sails, as the ship’s presence in the jurisdiction 

represents a substantial contact.” Trans-Tec, 518 F.3d at 1126 (quoting 

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QUEEN OF LEMAN, 296 F.3d at 354.). The court went on to explain, “QUEEN 

OF LEMAN thus counsels that where foreign parties have specified that they 

want United States law to determine the existence of a maritime lien in a 

transaction involving multiple foreign points of contact, and the ship has sailed 

into the United States, it is reasonable to uphold the choice of American law.” 

Id.

It is hard to understand why, but Bulk Juliana acknowledged the 

holdings of Triton and Trans-Tec adverse to its position only in a footnote in 

its brief. Instead, it relies heavily on the Second Circuit’s decision in Rainbow 

Line, Inc. v. M/V Tequila, 480 F.2d 1024 (2d Cir. 1973). The Second Circuit 

alone is arguably contrary to QUEEN OF LEMAN. Unlike Bulk Juliana, we 

do not believe the majority of circuit courts have erred legally or practically 

when they have found it appropriate to enforce maritime choice of U.S. law 

clauses, and the resultant FMLA liens, in these cases. Owners of ocean-going 

vessels are by their nature internationally oriented, sophisticated, and fully

able to protect themselves contractually in their dealings with time charterers 

from any perceived unfairness by the possible enforcement of maritime 

necessaries liens in U.S. ports. Further, “recognition of freely negotiated 

contract terms encourages predictability and certainty in the realm of 

international maritime transactions.” Trans-Tec, 518 F.3d at 1131. 

As a matter of black-letter law under the FMLA, based on the parties’ 

valid choice of U.S. law and the holdings of this circuit and others, Denmar as 

time charterer had authority to bind the vessel in rem for its purchase of 

bunkers, and the lien is enforceable in U.S. courts. 

III. Whether the maritime lien was created by a contractual 

term, rather than by an operation of law 

Bulk Juliana contends that the U.S. choice-of-law provision in the 

contract between Denmar and WFS Singapore was an improper attempt to 

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create a maritime lien by contract where none can arise except by operation of 

law. Rainbow Line, 480 F.2d at 1026. Citing QUEEN OF LEMAN, however, 

the district court determined that the maritime lien did not arise simply as a 

matter of contract, but as a matter of law under the FMLA. World Fuel Servs. 

Singapore, 2015 WL 575201, at *6. We agree. The maritime lien on the vessel 

was not created merely by the terms of the Denmar-WFS Singapore contract. 

As stated above, the U.S. choice-of-law provision in the contract includes the 

FMLA. Because the FMLA creates the authority for a charterer to bind the 

vessel through the procurement of necessaries, a valid maritime lien was 

created by operation of U.S. law.3

IV. Whether the term “General Maritime Law of the United 

States” includes the maritime lien statute, 42 U.S.C. §§

31341 and 31342.

Bulk Juliana asserts that the contract provision choosing the “General 

Maritime Law of the United States” incorporates not all U.S. maritime law but 

only judicially crafted maritime common law. See McBride v. Estis Well Serv., 

L.L.C., 731 F.3d 505, 507-08 (5th Cir. 2013). Bulk Juliana essentially contends 

that the contract relies on “general maritime law,” a term of art limited to 

maritime common law. As such, the term excludes statutory maritime liens, 

which exist only under the FMLA. Without the express inclusion of the FMLA 

in the General Terms, WFS Singapore’s contract did not recognize Denmar’s 

authority to bind the vessel for purposes of a U.S. maritime lien. 

 

 

3 Bulk Juliana’s reliance on Gulf Trading & Transp. Co. v. The Vessel Hoegh Shield, 

658 F.2d 363 (5th Cir. 1981), is misplaced. In Hoegh Shield, as the court noted in QUEEN 

OF LEMAN, the contract at issue did not have a choice-of-law provision governing the 

existence of a maritime lien. Hoegh Shield, 658 F.2d at 368. The same distinction pertains 

to Arochem Corp. v. Wilomi, Inc., 962 F.2d 496 (4th Cir. 1992). 

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Paragraph seventeen of the General Terms provides:

The General Terms and each Transaction shall be governed by the 

General Maritime Law of the United States . . . [t]he General 

Maritime Law of the United States shall apply with respect to the 

existence of a maritime lien, regardless of the country in which 

Seller takes legal action. . . . . 

Once the validity and enforceability of the choice of law clause were 

upheld pursuant to Singapore law, the contract’s interpretation is controlled 

by U.S. law. The district court noted that a conclusion that the “General 

Maritime Law of the United States” term includes the FMLA is supported by 

the general principles of contract interpretation. World Fuel Servs. Singapore, 

2015 WL 575201, at *6. The district court stated:

Clearly WFS chose for its bunker supply contracts the General 

Maritime Law of the United States because it wanted to secure 

payments in the form of maritime liens. To read the language so 

narrowly as to conclude that it includes only maritime common law 

and not maritime statutory law divorces the language from the 

intended meaning behind it . . . . Only where other tools of contract 

interpretation do not resolve the dispute does a court deem a term 

ambiguous and interpret it against its drafter. 

Id.; see also Chembulk Trading LLC v. Chemex Ltd., 393 F.3d 550, 555 

(5th Cir. 2004) (“A basic principle of contract interpretation in admiralty law 

is to interpret, to the extent possible, all the terms in a contract without 

rendering any of them meaningless or superfluous.”).

We agree with the district court. Numerous references in the contract 

refer to maritime liens. The bunker confirmation email specified that the buyer 

is “presumed” to have authority to bind the vessel with a maritime lien. The 

contractual language within WFS Singapore’s U.S. choice-of-law provision 

amplifies that: “The General Maritime Law of the United States shall apply 

with respect to the existence of a maritime lien.” This language would make 

no sense if “General Maritime Law” were construed as a term of art that 

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distinguishes between U.S. maritime common law and the FMLA. Paragraph 

8(d) of the General Terms provides that: “Any bunkers ordered by an agent, 

management company, charterer, broker or any other party are ordered on 

behalf of the registered owner and the registered owner is liable as a principal 

for payment of the bunker invoice.” (emphasis added). Because the FMLA 

provides the exclusive method for a charterer (like Denmar) to bind a vessel 

through the procurement of necessaries—the maritime lien—without the 

knowledge of the vessel owner, it is a natural inference that the term “General 

Maritime Law of the United States” includes the FMLA. Paragraph 8(a) also 

warrants that the seller will have and may enforce a maritime lien. Bulk 

Juliana’s effort to isolate and artificially constrict the meaning of the choice of 

law clause in this contract fails in the face of the contract’s numerous 

references to maritime liens.

In addition to using the tools of contract interpretation, the district court 

relied on another district court decision, World Fuel Servs. Trading, 

12 F. Supp. 3d at 792, that interpreted an identical U.S. choice-of-law 

provision. Tracing the history of American maritime lien law in detail, the 

World Fuel Servs. Trading court concluded that the “General Maritime Law of 

the United States” necessarily included the FMLA because “the 1971 deletion 

of the duty-of-inquiry ‘statutory text’ from the Federal Maritime Lien Act 

clearly evidences Congress’s intent to ‘speak directly to [the] question,’ of 

whether a supplier of necessaries has a duty to inquire as to the presence and 

terms of a charter party.” Id. at 807 (citations omitted). Consequently, 

“because ‘the general maritime law must comply with [Congress’s] resolution’ 

of this ‘particular issue,’” the World Fuel Servs. Trading court held that “‘the 

General Maritime Law of the United States,’ includes the Federal Maritime 

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Lien Act.”4 Id. (citations omitted). The Fourth Circuit affirmed the district 

court on the more limited basis that Florida law, alternatively applicable to 

this contract under the General Terms, must apply federal statutes pursuant 

to the Constitution’s Supremacy Clause. Either way, our decision is consistent 

with the result in the Fourth Circuit’s case.

CONCLUSION

For the foregoing reasons, we AFFIRM the order of the district court 

enforcing the maritime lien and REMAND for further proceedings consistent 

herewith. 

 

4 On appeal, the Fourth Circuit “assum[ed], without deciding that . . . the FMLA is 

not part of the “General Maritime Law of the United States.” World Fuel Servs. Trading, 

783 F.3d at 521. The Fourth Circuit then proceeded under Florida law—as authorized by the 

residual language of paragraph 17 of the General Terms—and held that the “Supreme Court 

has long stated that ‘a fundamental principle in our system of complex national policy 

mandates that the Constitution, laws, and treaties of the United States are as much a part 

of the law of every state as its own local laws and Constitution.’” Id. (citations omitted). 

Therefore, a “choice-of-law provision directing us to the laws of Florida thus encompasses 

federal statutory law, including the FMLA.” Id.

 Case: 15-30239 Document: 00513449225 Page: 16 Date Filed: 04/01/2016