### 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 th e Eastern District of Louisiana

Before JONES and J OLLY, Circuit Judges, and MILLS, District Judg e
. * 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 bun kers 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 o f the Northern District of Mississippi, sitting by designation. United States Court of Appeals Fifth Circuit 

### FILED April 1, 2016 Lyle W. Cayce Clerk Case: 15-30239 Document: 00513449225 Page: 1 Date Filed: 04/01/2016No. 15

- 30239

2 managed by a United States company, and which was chartered by a German company.” World Fuel Servs. Singapore Pte, Lt d. 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 L ien 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 RE MAND

. 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 Den mar for the delivery of the bunkers (fuel) to the vessel, which Denmar had recently time

- c hartered. On November 7, Turner, on behalf of WFS S ingapore, confirmed the bunker order via email to Denmar. The confi rmation 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 PLACE D BY VSL ON THE BUNKER RECEIPT WILL HAVE NO EFFECT AND DO NOT WAIVE THE SELLER’S LIEN. Case: 15-30239 Document: 00513449225 Page: 2 Date Filed: 04/01/2016No. 15

- 30239

3 Next, the email incorporated by reference the “General Terms and Conditions” (the “General Terms”) of all suc h contracts entered into by WFS Singapore: THIS CONFIRMATI ON IS GOVERNED BY AND INCORPORATES BY REFERENCE SELLER’S GENERAL TERMS AND CONDITIONS IN EFFECT AS OF THE DATE TH AT THIS CONFIRMATION IS ISSUED. THESE INCORPORATED AND REFERENCED TERMS CAN BE FOUND AT WWW.WFSCORP.COM. ALTERNATIVELY, YOU MAY INFORM US IF YO U REQUIRE A COPY AND SAME WILL BE PROVIDED TO YOU. The “General Terms and Conditio ns” 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 t o 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 s hall 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 thes e 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 Case: 15-30239 Document: 00513449225 Page: 3 Date Filed: 04/01/2016No. 15

- 30239

4 shall apply with respect to the existence of a maritime lien, regardless of the country in which S eller 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 th e parties hereby irrevocably submits to the jurisdiction of an y 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 TER MS 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, s igned 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 t he sale

. Because payment was never re mitted, WFS Singapore filed a complaint in the Eastern District of Louisiana in August 2013, which sought the a rrest 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 co urt. On September 13, 2013, Bulk Juliana claimed Case: 15-30239 Document: 00513449225 Page: 4 Date Filed: 04/01/2016No. 15

- 30239

5 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 v acated b y the district court

. Faced with conflicting motions on the validity and enforceability of the maritime lien, the district court ordered each party to fi le additional briefing concerning the choice

- of

- l aw issue before the court. WFS Singapore argued tha t 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 thro ugh the purchas e 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 T erms were valid under Singapore law, that the terms were validly incorporated into the sales agreemen t , and that the General Maritime Law of the United States choice

- of

- law provision was enforceable. Conversely , Bulk Juliana conten ded that Singapore law controlled the di spute 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 Case: 15-30239 Document: 00513449225 Page: 5 Date Filed: 04/01/2016No. 15

- 30239

6 onl y invoked U.S. maritime common law. U.S. general mariti me common law , however, is a term of art that, according to Bulk Juliana, is distinct from and does not encompass the federal ma ritime 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 Te rms , 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 control led 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 cour t’s denial of its motion for summary judgment a nd grant of WFS’s cross

- motion. This court has jurisdiction of the district court’s interlocutory r uling 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 an y 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). Case: 15-30239 Document: 00513449225 Page: 6 Date Filed: 04/01/2016No. 15

- 30239

7 DISCUSSION This appeal presents th e 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 par ty 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 l aw 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 contin ued disagreement centers instead on whether the Gen eral 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 partie s, 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 ? Case: 15-30239 Document: 00513449225 Page: 7 Date Filed: 04/01/2016No. 15

- 30239

8 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 ter ms in “bunker supply contracts,” the General Terms were validly incorpora ted 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 Trans

Tec , 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 dis trict 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 w as 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. Case: 15-30239 Document: 00513449225 Page: 8 Date Filed: 04/01/2016No. 15

- 30239

9 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 d elivery notes received by the vessel made absolutely no mention of WFS Singapore, the General Terms , or U.S. law

. T herefore, the district court misapplied Singapore law in holding that the U.S. choice of law clause was binding on Bulk Juliana and the vess el 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). Bul k Juliana has failed to controvert Mr. Tan’s testimony. T he 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 Gener al 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 referenc e in the bunker confirmation.” Even assuming arguendo that WFS Singapore failed to satisfy the fourth factor described by Mr. Tan , B ulk Juliana offered no authority for the proposition t hat the failure to establish one out of five factor s is fatal to the incorporation of the General Terms un der Singaporean law

. Although Mr. Tan’s testimony did not addres s the bunker delivery notes, he affirmed the inc orporation 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 confirmati on email, and therefore did not ha ve access to and/ or

awareness of the specific document at all material times

. Mr. Tan , however, Case: 15-30239 Document: 00513449225 Page: 9 Date Filed: 04/01/2016No. 15

- 30239

10 testified about the read y availability of the contractual terms via the internet,

a s 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

- o wners such a s [Bulk Juliana].” Accordingly , the district court did not err in holding th at the General Terms , including the U.S. choice

- of

- law provision, were valid and enforceable under Singapore law and were validly i ncorporated into the contract

. 2 The remainder of our analysis, contrary to Bulk Juliana’s arguments, relies on United States law.
II. Whether Denmar, the char terer, 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 Tri ton M arine 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 b y 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

- provis ion

— when such a provision is used for the sole purpose of avoiding other app licable law. See Peh Teck Quee v. Ba yerische 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). Case: 15-30239 Document: 00513449225 Page: 10 Date Filed: 04/01/2016No. 15

- 30239

11 of U.S. maritime law, as interpreted by this court and others. Nevertheless, Bulk Juliana challenges th e principle that the vessel, a “third party ” stranger to the sale, could be bound by the Denmar

- WFS Singapore contract for bunkers. Like the distri ct 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 auspic es of a choice of l aw 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, ho wever, 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 clause s calling for U. S. law. See Triton Marine Fuels , 575 F.3d at 414

- 15; Tra ns - Tec , 518 F.3d at 1126

- 27

. In fact, each of those cases arises from facts quit e similar to those before

us. Triton upheld a U.S. maritime lien claimed aga inst a vessel and its owner by a forei gn 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

- T ec 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 Case: 15-30239 Document: 00513449225 Page: 11 Date Filed: 04/01/2016No. 15

- 30239

12 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 mult iple 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 po sition 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 e nforce maritime choice of U.S. law clauses , and the resultant FMLA liens, in these cases. Owners of ocean

- going vessels are by thei r nature internationally or iented, 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, “re cognition of freely negotiated contract terms encourages predictability and certainty in the realm of internat ional 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 o f 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 th e lien is enforceable in U.S. courts. III. Whether the maritime lien was created by a contractual t erm, rather than by an operation o f 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 Case: 15-30239 Document: 00513449225 Page: 12 Date Filed: 04/01/2016No. 15

- 30239

13 create a maritime lien by contract where none can arise except by operation o f law. Rainbow Line , 480 F.2d at 1026. Citing QUEEN OF LEMAN , however, t he 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. Sing apore , 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 Mar itime 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. , 73 1 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 , 65 8 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). Case: 15-30239 Document: 00513449225 Page: 13 Date Filed: 04/01/2016No. 15

- 30239

14 Paragraph seventeen of the General Ter ms 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 co untry in wh ich 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 cou rt 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 c ommon 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 co ntract 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 cont ractual language within WFS Singapore’s U.S . choice

- of

- law provision amplifies that: “T he 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 Case: 15-30239 Document: 00513449225 Page: 14 Date Filed: 04/01/2016No. 15

- 30239

15 distinguishes between U.S. mar itime common law and the FMLA. P aragraph 8(d) of the General Terms provide s 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 pa yment 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 natur al 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 t he choice of law clause in this contract fails in the face of the contract’s numerous references to mari time liens. In addition to using the too ls of contract interpretation, the district court relied on another district court decision, World Fuel Servs. Trading , 12 F. Supp. 3d at 79 2 , 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” ne cessarily 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 tha t “‘the General Maritime Law of the United States,’ includes the Federal Maritime Case: 15-30239 Document: 00513449225 Page: 15 Date Filed: 04/01/2016No. 15

- 30239

16 Lien Act.” 4 Id. (citations omitted). The Four th 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 Four th 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

— a s 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 polic y mandates that the Constitution, laws, and treaties of the Uni ted 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 FML A.” Id. Case: 15-30239 Document: 00513449225 Page: 16 Date Filed: 04/01/2016