The bill of lading is the only document in maritime commerce that is at once evidence, a receipt and a title. It records the contract of carriage, attests to the taking in charge of the goods and, when made to order, passes by endorsement carrying with it the right to demand delivery. It is that third function which makes it the keystone of documentary credit and, incidentally, the source of a considerable share of maritime litigation: whoever holds the bill holds the cargo, even if he has never seen it.
A presumption that becomes conclusive in the hands of a third party
Article L. 5422-3 of the Transport Code states the central rule: the bill of lading is prima facie evidence of receipt by the carrier of the goods as described in it. It then adds the qualification that changes everything: proof to the contrary is not admissible where the bill has been transferred to a third party in good faith. A carrier who issued a clean bill although the cargo already showed damage on loading may still argue with the shipper; he may no longer do so with the bank or the buyer who has become holder of the document.
That is why the question of clausing on loading, given or refused, is settled on the quay and not before the court. The practice of letters of indemnity given by shippers in exchange for a clean bill rests on this mechanism: it governs the relationship between shipper and carrier and is never enforceable against the third party holder. A carrier who accepts such a letter therefore bears the full risk towards the consignee, in exchange for a claim against his counterparty whose solvency at the date of the casualty remains to be established.
Symmetrically, article L. 5422-4 makes the shipper guarantor of the accuracy of the particulars relating to the goods entered on the bill in accordance with his declarations, and renders him liable to the carrier for any inaccuracy. Declared weight, the exact nature of the cargo and the identification of dangerous goods are not declaratory formalities: they are undertakings.
Does your situation carry this risk? A first exchange allows us to measure it and to say how the matter would be organised.
The electronic bill of lading has entered the code
This is the most significant change in the field for decades, and it went largely unnoticed. As amended by article 17 of Law no. 2024-537 of 13 June 2024 on business financing and the attractiveness of France, in force since 14 March 2025, article L. 5422-3 now provides that a bill of lading may be issued, signed, transferred, amended, retained and surrendered in electronic form, on the conditions set out in articles 15 and 16 of that Law. The dematerialised document ceases to be a purely contractual construction resting on platform rulebooks and acquires a statutory basis.
The practical consequences will unfold gradually: on documentary finance first, on proof of endorsement next, and finally on the interface with foreign laws, since not every partner State has taken the same step at the same time. For a French operator the question is no longer whether the electronic bill is admissible, but whether the chosen platform, the law of the contract and the law of the port of destination converge. A document perfectly valid in Marseille may remain unusable elsewhere.
Bill of lading clauses and the third party holder
The most frequent dispute concerns the enforceability against the consignee, a stranger to the original contract, of clauses on the reverse of the bill or incorporated by mere reference to a charterparty he has never seen: jurisdiction, arbitration and governing law clauses. French case law is markedly more demanding on this point than Anglo-American practice assumes, and an arbitration clause the carrier considers settled sometimes proves unenforceable against the holder. Checking that point before commencing proceedings avoids discovering, eighteen months later, that one was before the wrong forum.
Based in Paris, the firm acts in all French ports, from Le Havre to Marseille and from Nantes-Saint-Nazaire to Antibes, as well as before the Chambre arbitrale maritime de Paris, and works in English with shipowners, P&I clubs and foreign counsel.
Typical cases handled
The situations below are illustrative, anonymised scenarios. They show when the firm steps in and what the work consists of.
An order bill of lading endorsed in blank
The buyer of a cargo in transit discovers that the original bill was endorsed to a third party by the seller. The firm secures the position of the lawful holder, notifies the owner and obtains delivery against a bank guarantee.
Delivery without presentation of the original
The carrier delivered against a letter of indemnity without requiring the bill of lading. The unpaid holder sues the carrier and the guarantor; the case turns on the evidential value of the document and on misdelivery.
Electronic bill and reservations
An electronic bill of lading platform recorded reservations the shipper disputes. The firm checks the system’s compliance with the Rotterdam Rules and the Transport Code, and the effect of the entries against a third-party holder.
Does your situation carry this risk? A first exchange allows us to measure it and to say how the matter would be organised.
Everything on the bill of lading
Frequently Asked Questions
What is the evidential value of a bill of lading?
Between carrier and shipper it is prima facie evidence of receipt of the goods as described, and the carrier may rebut it with proof to the contrary. Once the bill has been transferred to a third party holder acting in good faith, proof to the contrary is no longer admissible and the description binds the carrier. That is why reservations matter: a clause noting apparent condition, weight or quantity unknown, or a specific remark on damaged packaging, changes what the carrier is later taken to have received. Clean bills issued against a promise remain a well known source of difficulty.
Is the electronic bill of lading recognised in French law?
Electronic transferable records are advancing quickly. The UNCITRAL Model Law on Electronic Transferable Records of 2017 provides the framework adopted by a growing number of States, and English law placed electronic trade documents on the same footing as paper in 2023. French practice relies on approved electronic bill of lading systems whose rulebooks bind the participants by contract, which works commercially but depends on every party having joined. Before shipping under an electronic bill, three questions are settled: which system, which law governs it, and whether the financing bank accepts it.
Does a letter of indemnity protect the carrier?
Only commercially, and only so far as the issuer is solvent. A letter of indemnity given to obtain delivery without production of an original bill, or to obtain a clean bill despite reservations, does not make the delivery or the statement lawful, and in the second case courts have treated the arrangement as fraudulent and refused to enforce the indemnity. Against a claim by the lawful holder the carrier remains liable. The real protections are the identity and the credit of the party giving the letter, a bank counter guarantee, and wording that actually covers the loss feared.
Is the consignee bound by an arbitration clause in the bill?
Frequently, but not automatically. French case law accepts that a jurisdiction or arbitration clause is transmitted with the bill of lading to the consignee as an accessory to the contract of carriage, provided the clause is valid and the consignee has succeeded to the shipper’s rights. Within the European Union a jurisdiction clause must also satisfy Regulation 1215/2012. Where the clause is merely incorporated from a charterparty, the wording of that incorporation is examined closely. The answer is document specific, and it is settled before proceedings are issued in the wrong forum.
Who is entitled to delivery of the cargo?
The holder of an original bill of lading presented at destination, and no one else, unless the document is a straight bill or a sea waybill, which follow different rules. Delivery without production of an original exposes the carrier to the holder’s claim for the full value of the goods, and club cover is usually excluded for it. Where the original has not arrived in time, the answer is a bank backed letter of indemnity on approved wording rather than an informal accommodation, and the decision belongs to the carrier, not to the agent at the port.
What should be checked before accepting a bill of lading?
The identity of the carrier, the description of the goods and any reservations, the named ports and the intended route, the freight terms, and the law and forum clauses including any incorporation from a charterparty. For a trade financed by a letter of credit, the bill must also meet the requirements of the credit, since a discrepancy blocks payment even where the cargo itself is perfectly in order. Checking the document when it is issued costs very little; disputing its contents after the goods have moved costs a great deal.