UNPUBLISHED

UNITED STATES COURT OF APPEALS 

FOR THE FOURTH CIRCUIT 

No. 07-1957

BUNKER HOLDINGS, LTD., 

 Intervenor/Plaintiff - Appellant, 

 and 

TRITON MARINE FUELS LTD., S.A.; BRIDGE OIL, LTD., 

 Plaintiffs, 

 and 

CRESCENT TOWING AND SALVAGE COMPANY, INC.; COOPER/T. SMITH 

MOORING; CANTON PORT SERVICES LLC; ISS MARINE SERVICES, 

INC., d/b/a Inchcape Shipping Services, 

 Intervenors/Plaintiffs, 

 v. 

GREEN PACIFIC A/S, 

 Defendant – Appellee, 

 and 

M/V PACIFIC CHUKOTKA, apparel, freights, etc., IMO No. 

8800224; EMERALD REEFER LINES, LTD.; EMERALD REEFER LINES, 

LLC; INTERTRANSPORT CO., LLC; INTERTRANSPORT, LTD., 

 Defendants, 

 and 

THE MASTER OF THE M/V PACIFIC CHUKOTKA, 

 Garnishee. 
Appeal from the United States District Court for the District of 

Maryland, at Baltimore. J. Frederick Motz, District Judge. 

(1:06-cv-03346-JFM) 

Argued: May 12, 2009 Decided: August 28, 2009 

Before SHEDD, Circuit Judge, Joseph F. ANDERSON, Jr., United 

States District Judge for the District of South Carolina, 

sitting by designation, and Martin K. REIDINGER, United States 

District Judge for the Western District of North Carolina, 

sitting by designation. 

Affirmed by unpublished per curiam opinion. 

John Stephen Simms, SIMMS & SHOWERS, LLP, Baltimore, Maryland, 

for Appellant. David W. Skeen, WRIGHT, CONSTABLE & SKEEN, LLP, 

Baltimore, Maryland, for Appellee. 

Unpublished opinions are not binding precedent in this circuit. 

2 
PER CURIAM: 

 In this maritime action, Bunker Holdings, Ltd. (“Bunker 

Holdings”) asserts in personam claims of conversion and unjust 

enrichment against Green Pacific A/S (“Green Pacific”), arising 

out of the consumption of fuel oil by Green Pacific’s vessel, 

the M/V PACIFIC CHUKOTKA (“PACIFIC CHUKOTKA” or “Vessel”). The 

district court granted Green Pacific summary judgment, holding 

that the contracts between Bunker Holdings and the Vessel’s 

charterer, pursuant to which Bunker Holdings supplied the fuel 

bunkers to the Vessel, called for the application of Greek law, 

and that Bunker Holdings had failed to show that Greek law 

recognized such claims. 

Bunker Holdings appeals, arguing that the Greek choice-oflaw provisions in the supply contracts with the Vessel’s 

charterer do not control Bunker Holdings’ extra-contractual 

claims against the Vessel’s owner, Green Pacific. Bunker 

Holdings further contends that had the district court applied 

traditional maritime choice-of-law rules to Bunker Holdings’ 

claims, the district court would have found that Russian law 

governs this action. For the following reasons, we affirm. 

I. 

 Bunker Holdings is a Cypriot corporation that sells marine 

fuel (“bunkers”). Green Pacific is a Norwegian corporation and, 

3 
at all times relevant to this litigation, was the owner of the 

Vessel. 

In December 2005, Green Pacific leased the Vessel under a 

bareboat charter1 to Intertransport Company LLC 

(“Intertransport”), a Russian company with its principal place 

of business in Vladivostok, Russia. On September 28, 2006, 

Intertransport sent an e-mail to Bunker Holdings requesting a 

quote for a purchase of bunkers. On September 29, 2006, Bunker 

Holdings replied by e-mail (“Bunker Confirmation”), confirming 

Intertransport’s order. The Bunker Confirmation contains a 

choice-of-law provision, which states as follows: 

BUYERS ACCEPT AND AGREE THAT THIS AGREEMENT, FOR ANY 

DISPUTES ARISING HEREIN IS SUBJECT TO GREEK LAW AND 

THE EXCLUSIVE JURISDICTION OF THE COURTS OF PIRAEUS. 

(J.A. 193). The bunker transaction was also subject to Bunker 

Holdings’ “Standard Terms and Conditions for Sale of Marine 

Bunker Fuels, Lubricants and Other Products,” which provides, in 

pertinent part, as follows: 

The Agreement is subject to the law and jurisdiction 

of the courts of Greece. So whoever that nothing in 

this clause shall, in the event of a breach of the 

Agreement by the Customer, preclude the Company from 

taking any such actions as it shall in its absolute 

 1

 Under a bareboat charter, also known as a demise charter, 

“the shipowner surrenders possession and control of the vessel 

to the charterer, who then succeeds to many of the shipowner’s 

rights and obligations.” Black’s Law Dictionary 250 (8th ed. 

2004). 

4 
discretion consider it necessary to enforce, safeguard 

or secure its rights under the Agreement in any Court 

or tribunal or any state or country. 

(J.A. 206). On October 5, 2006, Bunker Holdings confirmed 

delivery of the bunkers to the Vessel in St. Petersburg, Russia. 

Thereafter, Bunker Holdings sent an invoice to Intertransport 

requesting payment for the bunkers by December 4, 2006. 

 On November 16, 2006, similar e-mail communications between 

Bunker Holdings and Intertransport confirmed a second sale of 

bunkers to be delivered to the Vessel in St. Petersburg, Russia. 

The confirmation terms were identical to the terms of the 

October 5, 2006 transaction, including the Greek choice-of-law 

clause. This second transaction was also governed by the 

Standard Terms and Conditions, which included a Greek choice-oflaw provision. On November 25, 2006 Bunker Holdings confirmed 

delivery of this second set of bunkers to the Vessel in St. 

Petersburg, Russia, and an invoice was sent to Intertransport 

requesting payment for the fuel. Intertransport never paid for 

either bunker delivery. 

 In December 2006, the PACIFIC CHUKOTKA was arrested in the 

Port of Baltimore pursuant to a complaint filed by another fuel 

supplier, Triton Marine Fuels Ltd. Bunker Holdings intervened 

in that action to assert claims against the charterer and subcharterer of the Vessel for their failure to pay for the 

bunkers. Bunker Holdings subsequently amended its complaint to 

5 
assert in personam claims against Green Pacific as the Vessel’s 

owner. This amended complaint, without reference to the 

applicable law, asserts in personam claims of conversion and 

unjust enrichment against Green Pacific arising out of the 

consumption of the fuel oil by the Vessel between October 5, 

2006 and the date of the Vessel’s arrest. As part of its in 

personam action, Bunker Holdings attached the Vessel as property 

of Green Pacific, pursuant to Rule B of the Supplemental Rules 

for Admiralty or Maritime Claims and Asset Forfeiture Actions. 

 Green Pacific moved to vacate Bunker Holdings’ attachment 

and to dismiss Bunker Holdings’ in personam claims under federal 

maritime law.2 In response to Green Pacific’s motion to vacate, 

Bunker Holdings stated for the first time its position that its 

claims were made under Russian maritime law, and it submitted 

the affidavits of three Russian lawyers in support of its 

contention that Russian maritime law allows recovery on these 

facts under a theory of unjust enrichment. Following an 

expedited hearing,3 the district court denied the motion to 

 

(Continued) 

2

 In its motion to vacate, Green Pacific noted in passing 

that the Standard Terms and Conditions contained a Greek choiceof-law provision, but denied the application of such provision 

to the present claims, noting that this agreement was only 

between Bunker Holdings and Intertransport, not Green Pacific. 

3

 In its brief, Green Pacific discusses several arguments 

advanced by counsel as well as oral findings made by the 

6 
vacate, and Green Pacific posted security to obtain the release 

of the Vessel. 

 Thereafter, Green Pacific filed a motion for summary 

judgment, arguing that Bunker Holdings was bound by its choice 

of Greek law and that in the absence of any support for 

liability under Greek law, Bunker Holdings’ claims based on 

Russian law must be dismissed. In opposing Green Pacific’s 

motion, Bunker Holdings again relied upon Russian maritime law 

in support of its claims. 

 The district court entered an order granting Green 

Pacific’s motion for summary judgment. In a letter to counsel4, 

the district court explained its ruling, holding that the 

contractual choice of Greek law was enforceable and that Bunker 

Holdings had failed to show the viability of its claims under 

Greek law. 

 

district court during these emergency proceedings. No 

transcript of this proceeding, however, is contained in the 

record on appeal. 

4

 The district court’s order does not set out the reasons 

for its ruling. Those reasons are set out only in the informal 

letter to counsel, which has been included in the record. (J.A. 

401-05). 

7 
II. 

 We review the district court’s grant of summary judgment 

de novo, applying the same standards as those applied by the 

district court. Catawba Indian Tribe of S.C. v. City of Rock 

Hill, 501 F.3d 368, 370-71 (4th Cir. 2007). Summary judgment is 

proper “if the pleadings, the discovery and disclosure materials 

on file, and any affidavits show that there is no genuine issue 

as to any material fact and that the movant is entitled to 

judgment as a matter of law.” Fed. R. Civ. P. 56(c). 

III. 

A. 

 We begin our analysis by determining whether the choice-oflaw provisions set forth in the contracts between Bunker 

Holdings and Intertransport are enforceable. In determining the 

enforceability of a choice-of-law provision, we look to 

principles of federal maritime law. See generally M/S Bremen v. 

Zapata Off-Shore Co., 407 U.S. 1 (1972); Richards v. Lloyd’s of 

London, 135 F.3d 1289, 1292-93 (9th Cir. 1998) (en banc); but 

see Trans-Tec Asia v. M/V HARMONY CONTAINER, 518 F.3d 1120, 1124 

(9th Cir.) (applying traditional choice-of-law principles to 

determine which country’s law determines the validity of choiceof-law provision in contract), cert. denied, 129 S. Ct. 628 

(2008). 

8 
It is well-settled under United States law that absent a 

compelling reason of public policy, a freely negotiated choiceof-law clause in a maritime contract should be enforced. See

Bremen, 407 U.S. at 12-13 (“There are compelling reasons why a 

freely negotiated private international agreement, unaffected by 

fraud, undue influence, or overweening bargaining power, such as 

that involved here, should be given full effect.”); Lauritzen v. 

Larsen, 345 U.S. 571, 588-89 (1953) (“Except as forbidden by 

some public policy, the tendency of the law is to apply in 

contract matters the law which the parties intended to apply.”); 

Bominflot, Inc. v. M/V HENRICH S, 465 F.3d 144, 148 (4th Cir. 

2006) (“Because no ‘other law’ is specified on the face of the 

contract, and public policy does not counsel against it, we will 

respect the parties’ intentions and apply English law.”); 

Hawkspere Shipping Co. v. Intamex, S.A., 330 F.3d 225, 233 (4th 

Cir. 2003) (“Where the parties specify in their contractual 

agreement which law will apply, admiralty courts will generally 

give effect to that choice.”) (quoting Chan v. Soc’y 

Expeditions, Inc., 123 F.3d 1287, 1297 (9th Cir. 1997)). 

 In the present case, Bunker Holdings drafted the terms and 

conditions which governed the bunkers transactions, and its 

deliberate inclusion of a Greek choice-of-law provision both in 

the Bunker Confirmation and the Standard Terms and Conditions 

reflects Bunker Holdings’ intent that the parties’ transactions 

9 
would be governed by Greek law. Bunker Holdings has not 

demonstrated any compelling public policy that would prevent the 

enforceability of the choice-of-law provisions in the supply 

contracts, nor has Bunker Holdings shown that any fundamental 

unfairness would result from enforcing the provisions. 

Accordingly, we conclude that the district court was correct in 

holding that the Greek choice-of-law provisions are enforceable 

in this case. 

B. 

 Having determined that the choice-of-law provisions are 

enforceable, questions still remain as to whether Bunker 

Holdings’ in personam claims of conversion and unjust enrichment 

against Green Pacific fall within the scope of these provisions, 

and whether such claims are viable under Greek law. 

Bunker Holdings contends that because Green Pacific was not 

a party to the agreements, the choice-of-law provisions 

contained therein are not applicable to its in personam claims 

asserted against Green Pacific. The Bunker Confirmation, 

however, indicates that Bunker Holdings intended for Green 

Pacific to be a party to the transaction, as Bunker Holdings 

identified the “buyer” of the bunkers as the “M/V PACIFIC 

CHUKOTKA AND JOINTLY AND SEVERALLY OWNERS/MANAGING 

OWNERS/OPERATORS MANAGERS/DISPONENT OWNERS/CHARTERS AND VESSEL 

10 
IN REM AND INTERTRANSPORT CO., LLC.” (J.A. 197) (emphasis 

added). The Bunker Confirmation further provides that “MERE 

RECEIPT OF THIS CONFIRMATION SIGNIFIES ACCEPTANCE OF 

RESPONSIBILITY FOR PAYMENT OF OUR BUNKER INVOICE BY EACH AND ALL 

OF THEM.” (Id.). Having sought to bind Green Pacific to the 

supply contract, Bunker Holdings cannot now be heard to claim 

that the provisions of that contract should not be enforced as 

to its claims against Green Pacific. Bunker Holdings’ argument, 

therefore, must be rejected. 

Bunker Holdings further contends that even if these choiceof-law provisions are enforceable with respect to Green Pacific, 

the provisions do not encompass Bunker Holdings’ extracontractual claims. The scope of the choice-of-law provisions, 

however, being a matter of contract interpretation, must be 

determined by the law of the state chosen by the parties in the 

contract. See Milanovich v. Costa Crociere, S.p.A., 954 F.2d 

763, 767 (D.C. Cir. 1992) (“If the choice-of-law provision is 

enforceable, we will use the law that it selects to evaluate the 

enforceability of the remainder of the contract terms.”); 

Siegelman v. Cunard White Star, 221 F.2d 189, 193 (2d Cir. 1955) 

(examining United States law to determine enforceability of 

English choice-of-law provision, then applying English law to 

interpret contract provision limiting the time for suit); 

Jansson v. Swedish Am. Line Ltd., 185 F.2d 212, 218 (1st Cir. 

11 
1950) (“when the parties contract with the law of some 

particular jurisdiction in view, the law of that jurisdiction 

will be applicable in determining the interpretation and 

validity of the contract”); Odin Shipping Ltd. v. Drive Ocean V 

MV, No. 98-56794, 2000 WL 576436, at *1 (9th Cir. May 11, 2000) 

(applying law selected in choice-of-law provision to determine 

whether asserted tort claims arise within the scope of said 

provision). Accordingly, whether the choice-of-law provisions 

encompass the non-contractual claims asserted by Bunker Holdings 

against Green Pacific is an issue that must be determined under 

Greek law. 

On this point, however, Bunker Holdings’ argument must 

fail. Bunker Holdings has presented nothing to establish what 

the relevant Greek law is or whether it would serve to preclude 

the application of the parties’ contractual choice-of-law to 

Bunker Holdings’ extra-contractual claims. It was due to Bunker 

Holdings’ lack of proof on this issue that the district court 

granted summary judgment to Green Pacific. On appeal, Bunker 

Holdings does not challenge the district court’s conclusion in 

this regard.5 Having failed to address this issue in its opening 

 5

In its opening appellate brief, Bunker Holdings maintains 

that the district court erred in failing to conduct a Lauritzen

analysis to determine the appropriate law to apply to Bunker 

Holdings’ claims against Green Pacific. In a footnote, Bunker 

Holdings contends that the district court “compounded its error 

(Continued) 

12 
13 

appellate brief, we consider Bunker Holdings to have abandoned 

this issue on appeal, and we therefore will not further consider 

it. See Edwards v. City of Goldsboro, 178 F.3d 231, 241 n.6 

(4th Cir. 1999). 

IV. 

For the foregoing reasons, we affirm the judgment of the 

district court. 

AFFIRMED

 

even further” by failing to determine “how, if at all, the 

supposedly controlling Greek law would affect Bunker Holdings’ 

claims (or even, what the supposedly controlling Greek law, 

was).” (J.A. 13 n.5). This passing reference in a footnote 

hardly satisfies the appellant’s obligation to set forth its 

“contentions and the reasons for them, with citations to the 

authorities and parts of the record on which the appellant 

relies.” Fed. R. App. P. 28(a)(9)(A).