Clevo Company, a Taiwanese manufacturer, appealed the district court's decision granting summary judgment in favor of Hecny Transportation, Inc., a California corporation, in an admiralty action. The court affirmed that misdelivery claims against Hecny were barred by a one-year statute of limitations specified in the bills of lading. The court determined that a guarantee initially created a direct contractual relationship between Clevo and Hecny, but this relationship changed with the issuance of the bills of lading. The Himalaya clause in these bills extended the one-year limitations period to Hecny, the freight forwarder, despite it being an agent of the carrier.
Clevo had an agreement with Brazilian company Amazon for the manufacture and sale of computer parts, which included specific payment terms and conditions regarding the delivery of shipments. Clevo retained the original bills of lading until it received full payment from Amazon and stipulated that Amazon could not take possession of the parts without presenting these bills. Hecny Shipping, a non-vessel-operating common carrier based in Hong Kong, was designated to manage these shipments.
Hecny Transportation, Inc., a freight forwarder based in Miami, acts as an intermediary between shippers and ocean carriers. Hecny Transportation (Shanghai) Limited, located in China, handles shipments for the Hecny Group, while HTI Transportes Internacionais Ltda. (Hecny Brazil) operates as an agent for Hecny Transportation in Brazil and vice versa. In December 2007, to safeguard its payment rights, Clevo sent a "Guarantee Letter" to Hecny Transportation, establishing terms for shipments to Amazon. The Guarantee specified that if Hecny released any shipments without further notice, it would compensate Clevo for any damages. The letter lacked a contractual statute of limitations but was signed by Hecny Transportation, confirming their agreement. Following this, Clevo shipped multiple orders to Amazon without issues until an October 2008 shipment of $2,210,000 worth of parts. Upon delivery, Hecny Shipping issued two Bills of Lading that detailed the shipment's particulars and included a Himalaya Clause, allowing Hecny Shipping to subcontract the transport and ensuring that all subcontractors benefited from the terms outlined in the contract.
Section 21 of the Terms and Conditions specifies that Hecny Shipping is absolved of liability for non-delivery, misdelivery, delay, loss, or damage unless legal action is initiated within one year following the delivery of goods. Clevo received the original Bills of Lading around October 27, 2008, retaining them due to Amazon's failure to pay the outstanding 70% of the purchase price. The goods were transported from Shanghai to Los Angeles, then to Miami, and finally to Manaus, with Hecny Transportation managing the logistics and issuing both master and house air waybills for the final air transport by Arrow Air. After arriving in Manaus, Hecny Brazil released the Waybills to Amazon, allowing Amazon to take delivery of the goods in November 2008 without presenting the Bills of Lading, which Clevo did not provide. Clevo contacted Hecny Transportation in January 2009 to confirm the status of the goods, only to learn they had already been delivered to Amazon, which subsequently filed for bankruptcy without paying Clevo. Clevo sued various Hecny Group entities for the unpaid balance on December 11, 2009, more than a year after the misdelivery. The district court affirmed its original jurisdiction under 28 U.S.C. 1333, and appellate jurisdiction under 28 U.S.C. 1291, stating that summary judgment evaluations consider evidence favorably to the non-moving party. It was determined that Hecny Transportation and Hecny Brazil were obligated to collect the original Bills of Lading from Amazon before releasing the goods, which they failed to do. However, Clevo's ability to pursue claims against Hecny Transportation hinges on the statute of limitations, as Clevo's lawsuit was filed beyond the one-year limit stipulated in the Bills of Lading, raising the question of whether its claims should be governed by the Guarantee, which lacks a specified limitations period.
The Guarantee established a direct contractual relationship between Clevo and Hecny Transportation without a statute of limitations. However, this relationship was altered by the subsequent issuance of the Bills of Lading, which included Section 21 that created a one-year limitations period for claims of misdelivery, stating Hecny Shipping would be discharged from liability unless suit was filed within that timeframe. The Himalaya Clause extended this limitations period to Hecny Transportation as well. Consequently, since Hecny Transportation invoked this provision in defense, Clevo's claims are time-barred.
The Guarantee was validly formed, meeting the essential elements of contract law despite Hecny Transportation's argument to the contrary. Under federal common law applicable in admiralty jurisdiction, the Guarantee demonstrated an offer from Clevo, acceptance by Hecny Transportation, and mutual consideration. Clevo's offer included specific delivery instructions and the provision of future shipments, while Hecny Transportation agreed not to release shipments without Clevo’s notice and to compensate Clevo for improper releases. Thus, a valid contract was established in December 2007 without a statute of limitations.
The Bills of Lading, issued ten months later, supplemented the Guarantee by detailing the shipment process and confirming Hecny Transportation’s role as a Delivery Agent, allowing Hecny Shipping to subcontract and benefit from the provisions outlined in the Bills, thereby clarifying the obligations and liabilities of the parties involved in the transport of goods.
The Guarantee outlines the relationship between Clevo and Hecny Transportation, while the Bills of Lading provide additional details regarding their responsibilities and Hecny Transportation's role. Notably, the Bills of Lading establish a one-year statute of limitations for shipping-related claims against Hecny Shipping, which applies to issues of non-delivery, delay, loss, misdelivery, or damage to goods. This limitation is extended to Hecny Transportation through a Himalaya Clause, which allows third parties associated with the carrier to benefit from liability limitations. The clause ensures that Hecny Transportation can invoke the one-year limitation period outlined in Section 21. Clevo's claims are rendered time-barred since they did not file suit within the stipulated timeframe following a misdelivery incident involving Hecny Transportation. The court affirmed the summary judgment in favor of Hecny Transportation, concluding that Clevo failed to act within the one-year limitation period for their misdelivery claim.
