                               PUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                              No. 14-1434


WORLD FUEL SERVICES TRADING, DMCC, d/b/a Bunkerfuels,

                 Plaintiff - Appellee,

           v.

HEBEI PRINCE SHIPPING COMPANY, LTD.,

                 Claimant – Appellant,

           and

M/V HEBEI SHIJIAZHUANG, her       engines,    tackle,   equipment,
appurtenances, etc., in rem,

                 Defendant,

T. PARKER HOST, INC.,

                 Claimant.



Appeal from the United States District Court for the Eastern
District of Virginia, at Norfolk.    Mark S. Davis, District
Judge. (2:13-cv-00173-MSD-DEM)


Argued:   January 28, 2015                   Decided:   April 17, 2015


Before WILKINSON, AGEE, and HARRIS, Circuit Judges.


Affirmed by published opinion. Judge Agee wrote the opinion, in
which Judge Wilkinson and Judge Harris concurred.
ARGUED: Steven Michael Stancliff, CRENSHAW, WARE & MARTIN,
P.L.C., Norfolk, Virginia, for Appellant.      Mark T. Coberly,
VANDEVENTER BLACK, LLP, Norfolk, Virginia, for Appellee.      ON
BRIEF: James L. Chapman, IV, CRENSHAW, WARE & MARTIN, P.L.C.,
Norfolk, Virginia, for Appellant.    Dustin M. Paul, VANDEVENTER
BLACK, LLP, Norfolk, Virginia, for Appellee.




                               2
AGEE, Circuit Judge:

        World Fuel Services Trading, DMCC, (“DMCC”) brought this in

rem action against the M/V HEBEI SHIJIAZHUANG (“the Vessel”)

seeking to enforce a maritime lien for the supply of necessaries

under    the   Federal     Maritime    Lien      Act     (“FMLA”),      46    U.S.C.   §

31342(a).      The district court held that DMCC was entitled to a

maritime lien for the amount due for marine fuel (referred to as

“bunkers”) provided to the Vessel, and granted DMCC’s motion for

summary    judgment.        Hebei     Prince         Shipping   Company,      Limited,

(“Hebei Prince”), the owner of the Vessel, appeals.                            For the

reasons    that   follow,    we    affirm      the     judgment    of   the   district

court in favor of DMCC.



                                        I.

                                        A.

        To provide context for the underlying dispute, we begin

with a brief review of maritime lien law.                       A maritime lien is

“[a] lien on a vessel, given to secure the claim of a creditor

who provided maritime services to the vessel[.]”                         Black’s Law

Dictionary 1065 (10th ed. 2014).               “It arises by operation of law

and   exist[s]    as   a   claim    upon       the    property.”        Id.   (quoting

Griffith Price, The Law of Maritime Liens 1 (1940)); see also

Triton Marine Fuels Ltd., S.A. v. M/V PAC. CHUKOTKA, 575 F.3d

409, 416 (4th Cir. 2009) (“‘[M]aritime liens are stricti juris

                                           3
and cannot be created by agreement between the parties; instead,

they arise by operation of law, often depending on the nature

and object of the contract.’” (quoting Bominflot, Inc. v. M/V

HENRICH S, 465 F.3d 144, 146 (4th Cir. 2006)).

     Congress enacted the FMLA in 1910, which altered several

then-existing common law principles governing when a maritime

lien would arise under United States law.           See id. at 417.      That

initial legislation “provide[d] a single federal statute for the

determination of maritime liens, and by providing this uniform

scheme,   the     statute     confer[red]     domestic       suppliers    of

necessaries with the same lien rights as previously enjoyed only

by foreign suppliers under the common law.”            Id. at 418.       The

next major change to the FMLA occurred in “1971, when Congress

enacted legislation essentially to void ‘no lien’ clauses in

charters, as long as the supplier did not have actual knowledge

of such clause.”     Id. at 418 n.5.        Most recently, the FMLA was

recodified as part of the Commercial Instruments and Maritime

Liens Act, 46 U.S.C. §§ 31301-31343.            For ease of reference,

however, we will continue to refer to the relevant statutes as

the “FMLA.”      “Despite [these] recodifications, the fundamental

purposes underlying the FMLA have remained unchanged.”                Triton

Marine, 575 F.3d at 417-18.

     Generally    speaking,   a   maritime   lien   arises    more   readily

under the FMLA than under the laws of other maritime countries.

                                    4
E.g., Bominflot, 465 F.3d at 147 (“The United States as well as

a number of civil law nations . . . allow for broader use and

enforcement of maritime liens[.]”).                 As a result, which nation’s

law governs a particular maritime contract may be significant in

determining whether, or to what extent, a maritime lien exists.



                                        B.

       Hebei Prince, a corporation organized under the laws of

China, owns the Vessel, which is registered in Hong Kong.                         The

Vessel     was   leased    to    a   Greek        corporation,     Tramp    Maritime

Enterprises Ltd. (“Tramp Maritime”) under three consecutive time

charters    (maritime      contracts        of    ship   charter)    covering     the

period from May 23, 2012 to November 28, 2012.                    The terms of the

time charters prohibited Tramp Maritime from incurring “any lien

or encumbrance” against the Vessel.                (J.A. 86.)

       In October 2012, Tramp Maritime emailed Aristades P. Vogas

of   Bunkerfuels    Hellas      in   Athens,      Greece,    to   arrange   for   the

purchase of bunkers to be delivered to the Vessel while it was

docked at a port in the United Arab Emirates.                     The email reply

from     Vogas     confirming         the         transaction       (“the     Bunker

Confirmation”)      identifies        the        “seller”    as   “BUNKERFUELS      A

DBA/DIVISION OF WFS Trading DMCC” and the “buyer” as “MV HEBEI

SHIJIAZHUANG      AND     HER    OWNERS/OPERATORS           AND   TRAMP     MARITIME

ENTERPRISES LTD.”         (J.A. 21.)        It also identifies APSCO JEDDAH

                                            5
as the “physical supplier” of the bunkers.                       (J.A. 21.)      The

Bunker Confirmation further states:

     ALL SALES ARE ON THE CREDIT OF THE VSL.       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.   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.

(J.A. 21.)

     APSCO JEDDAH delivered the bunkers to the Vessel according

to the terms of the Bunker Confirmation.                     The Vessel’s chief

engineer signed the delivery notices and attached a “no lien”

stamp,   which    stated      “Bunkering       Services    and   the   bunkers   are

ordered solely for the account of Charterers and not for owners.

Accordingly      no   lien    or   other       claims   whatsoever     against   the

Vessel or her owners can arise.”               (J.A. 19, 20.)

     Tramp    Maritime       subsequently       received    an   invoice   for   the

bunkers purporting to be from “BUNKERFUELS A Division of World

Fuel Services Trading, DMCC” requesting payment.                        (J.A. 22.)

The invoice stated that the amount due could be wire-transferred

to a Bank of America account for “World Fuel Services Europe,

Ltd.”    (J.A. 22.)          Neither Tramp Maritime nor any other party

paid the invoice.



                                           6
        DMCC then filed this in rem action in the United States

District Court for the Eastern District of Virginia asserting it

was owed $809,420.50 for the unpaid bunkers, 1 and that it was

entitled to enforce a maritime lien on the Vessel under the

FMLA.       It also moved for the court to issue a maritime warrant

for the arrest of the Vessel, which was expected to port in

Norfolk, Virginia, within fourteen days.                       The district court

issued      an    order   for   the   maritime      arrest     warrant,    which    was

executed on the Vessel when it docked in Norfolk.                      Hebei Prince

later posted a cash bond so that the Vessel could be released

before resolution of the underlying complaint.

        DMCC      moved   for   summary         judgment,    which    Hebei     Prince

opposed.          Hebei Prince then filed a cross-motion for summary

judgment, relying on the same grounds raised in its opposition

to DMCC’s motion.           Challenging nearly every aspect of DMCC’s

claim, Hebei Prince argued:            (1) DMCC was not a party in privity

to the Bunker Confirmation and thus could not assert a maritime

lien;       (2)   Greek   law   should      apply    to     every    aspect    of   the

contractual         dispute;    (3)   the        Bunker     Confirmation      did   not

successfully incorporate the General Terms & Conditions on which

DMCC relied; (4) the General Terms & Conditions could not apply

to DMCC even if DMCC sought to incorporate them; (5) the General

        1
       This amount reflected the amount due for the bunkers plus
a contract-based administrative fee for past-due sums.


                                            7
Terms       &    Conditions’      choice-of-law           provision         did    not   “choose”

United States statutory maritime law such as the FMLA; (6) DMCC

had    actual       knowledge       of   the       prohibition         of     liens      in   Tramp

Maritime’s time charter and thus could not rely on the FMLA’s

presumption to bind the Vessel; and (7) principles of comity

require rejecting the application of United States law to this

transaction.

       In a thorough opinion, the district court rejected all but

one of Hebei Prince’s arguments, and, in any event, that one

area of agreement did not alter the court’s ultimate holding.

See World Fuel Servs. Trading, DMCC v. M/V HEBEI SHIJIAZHUANG,

12 F. Supp. 3d 792 (E.D. Va. 2014).                        In sum, the district court

concluded that the Bunker Confirmation successfully incorporated

the General Terms & Conditions DMCC relied upon to establish

that     United         States    law,     including           the     FMLA,       governed     the

existence         and    enforcement      of       a   maritime      lien.         The   district

court       also     held    that    “no       genuine         issue     of       material      fact

regarding         the    existence       of    a       maritime      lien     in    this      matter

[exists and that], as a matter of law, [DMCC was] entitled to a

maritime lien against the [V]essel.”                       Id. at 810.

       Following briefing and a hearing on the amount of damages

to     be       awarded,    the     district           court    entered        final     judgment

awarding DMCC $813,740.10.                    Hebei Prince noted a timely appeal.



                                                   8
Jurisdiction exists for the reasons discussed below in Section

II.A.



                                         II.

     Hebei Prince raises the same arguments on appeal that it

did in the district court.               As for relief, it alternatively

argues that we should dismiss the case for lack of admiralty

jurisdiction,      vacate      the    district    court’s    award     of    summary

judgment    to    DMCC   and    remand    to     resolve    disputed      issues    of

material fact, or vacate the district court’s judgment and enter

final judgment in its favor.

     We review the district court’s grant of summary judgment de

novo, applying the same standard as the district court.                      FDIC v.

Cashion, 720 F.3d 169, 173 (4th Cir. 2013).                 Summary judgment is

appropriate if “there is no genuine dispute as to any material

fact and the movant is entitled to judgment as a matter of law.”

Fed. R. Civ. P. 56(a).           In addition to construing the evidence

in the light most favorable to Hebei Prince, the non-movant, we

also draw all reasonable inferences in its favor.                    Cashion, 720

F.3d at 173.

     To the extent Hebei Prince challenges not just the grant of

summary    judgment,     but    the    district    court’s    jurisdiction,         we

review    legal   conclusions        regarding     jurisdiction      de     novo   and



                                          9
factual findings for clear error.             Flame S.A. v. Freight Bulk

Pte. Ltd., 762 F.3d 352, 356 (4th Cir. 2014).



                                      A.

      Throughout its brief, Hebei Prince argues that the district

court    lacked     admiralty    jurisdiction   and   therefore       the   case

should be dismissed.        DMCC responds that Hebei Prince confuses

the district court’s admiralty jurisdiction with the merits of

DMCC’s claim of a maritime lien arising under the FMLA.                       We

agree with DMCC.

      The Supreme Court noted the distinction, specifically in

the     admiralty     context,      between     establishing      a     court’s

jurisdiction and the determination of the merits of a cause of

action over a century ago in The Resolute, 168 U.S. 437 (1897):

           Jurisdiction is the power to adjudicate a case
      upon the merits, and dispose of it as justice may
      require. As applied to a suit in rem for the breach of
      a maritime contract, it presupposes-First that the
      contract sued upon is a maritime contract; and second,
      that the property proceeded against is within the
      lawful custody of the court.       These are the only
      requirements necessary to give jurisdiction.      Proper
      cognizance of the parties and subject-matter being
      conceded, all other matters belong to the merits.

           . . . [T]he question of lien or no lien is not one
      of jurisdiction, but of merits.

           It is true that there can be no decree in rem
      against the vessel except for the enforcement of a lien
      given by the maritime law . . .; but, if the existence
      of such a lien were a question of jurisdiction, then


                                      10
        nearly every question arising upon the merits could be
        made one of jurisdiction.

Id.     at    439-40          (emphasis       added).                This     admiralty-specific

language          is    consistent           with        the    Supreme          Court’s      general

statements              in      the       non-admiralty                 context           separating

jurisdictional questions from those concerning the merits of an

action.       E.g., Lexmark Int’l, Inc. v. Static Control Components,

Inc., 134 S. Ct. 1377, 1387 n.4 (2014) (“‘[T]he absence of a

valid       (as    opposed        to    arguable)          cause        of       action     does   not

implicate          subject-matter             jurisdiction,             i.e.,        the      court’s

statutory         or    constitutional          power          to    adjudicate       the     case.’”

(quoting Verizon Md., Inc. v. Public Serv. Comm’n of Md., 535

U.S. 635, 642-43 (2002)).

       Here,           Hebei      Prince        acknowledges                 that     the      Bunker

Confirmation was a maritime contract.                               See Norfolk S. Ry. Co. v.

Kirby, 543 U.S. 14, 24 (2004) (stating that whether a contract

is a “maritime contract,” “depends upon the nature and character

of    the    contract,          and    the    true        criterion         is    whether     it   has

reference          to        maritime     service          or        maritime        transactions”

(internal quotation marks and alteration omitted)).                                       Similarly,

Hebei Prince does not contest that the Vessel was physically

within the “lawful custody of the court” at the time of its

arrest.       See In re Millennium Seacarriers, Inc., 419 F.3d 83, 94

(2d    Cir.       2005)       (“[S]ubject       matter         jurisdiction          lies     in   the


                                                    11
district court where the vessel or other res is located, but

that jurisdiction does not attach until the vessel is arrested

within          the   jurisdiction.”).         Thus,   under    the    standard

articulated in The Resolute, it is clear that the district court

possessed admiralty jurisdiction. 2            See Logistics Mgmt., Inc. v.

One (1) Pyramid Tent Arena, 86 F.3d 908, 912-13 (9th Cir. 1996)

(conducting this inquiry); see also Wilkins v. Commercial Inv.

Trust Corp., 153 F.3d 1273, 1276 (11th Cir. 1998) (same).

       As a result, Hebei Prince’s arguments that DMCC does not

have       an    enforceable   maritime    lien   under   the   FMLA   do   not

implicate admiralty jurisdiction, but rather go to the merits of

DMCC’s action.         The district court had admiralty jurisdiction to

consider DMCC’s claim, and we have jurisdiction over this appeal

under 28 U.S.C. § 1291.



       2
       The Ninth Circuit has held that admiralty jurisdiction can
arise under the FMLA even where it would not also arise under
common law admiralty jurisdiction. See Ventura Packers, Inc. v.
F/V JEANINE KATHLEEN, 305 F.3d 913, 919 (9th Cir. 2002)
(“Although   a    maritime   contract   may   support   admiralty
jurisdiction, it is not an essential prerequisite to a civil
action in admiralty to enforce a statutory necessaries lien.”).
But see E.S. Binnings, Inc. v. M/V SAUDI RIYADH, 815 F.2d 660
(8th Cir. 1987) (concluding plaintiff could not proceed on a
claim seeking enforcement of an FMLA maritime lien because the
underlying contract was not a maritime contract and so the
district court lacked admiralty jurisdiction), overruled on
other grounds by Exxon Corp. v. Cent. Gulf Lines, Inc., 500 U.S.
603, 612 (1991).     We need not delve into that question here
because jurisdiction exists in this case under traditional
principles establishing admiralty jurisdiction.


                                          12
                                            B.

       Before addressing Hebei Prince’s substantive challenges to

the     district      court’s      decision,       we    consider     its    threshhold

arguments as to which country’s law applies to the issues of

contract formation.

       In    the     district     court,    Hebei       Prince    argued    that       under

Lauritzen v. Larsen, 345 U.S. 571 (1953), Greek law determined

issues of contract between the parties, including whether DMCC

was in privity of contract to the agreement and whether the

Bunker Confirmation contained a binding choice-of-law provision.

DMCC contended United States law applied, but that it made no

real difference as the principles of contract law were the same

under either country’s law and would lead to the same result in

its favor.          After examining the terms of the Bunker Confirmation

and the parties’ arguments, the district court decided the most

prudent course was to assume that Hebei Prince was correct and

apply       Greek    law    to   any     contract       formation    issues.        As    a

corollary, the district court observed that it would reach the

same    conclusions         on   contract        formation      issues    under    United

States law as it did applying Greek law.

       On    appeal,       the   parties    do    not    make    particularly      robust

arguments either as to the district court’s choice of Greek law,

its    articulation         of   Greek     contract       law    principles,      or    its

conclusion      that       the   same    analysis       would    result   under    United

                                            13
States law.       Hebei Prince instead maintains that the court erred

in its application of Greek law to the factual record.                       DMCC, in

turn,      maintains    that     while     the   district     court      should    have

applied United States law based strictly on the choice-of-law

provision, it prevails under either country’s law.

      In Lauritzen, the Supreme Court set forth several factors

for     federal    courts        sitting    in    admiralty        to   consider    in

determining what country’s law governs:                  “(1) the place of the

wrongful act; (2) the law of the flag; (3) the allegiance of the

injured party; (4) the allegiance of the defendant shipowner;

(5) the place of contract; (6) the inaccessibility of a foreign

forum; and (7) the law of the forum.”                    Trans-Tec Asia v. M/V

HARMONY CONTAINER, 518 F.3d 1120, 1124 (9th Cir. 2008) (citing

Lauritzen, 345 U.S. at 583-92).

      In    Triton     Marine,     however,      we   found   it    unnecessary      to

conduct a Lauritzen choice-of-law analysis because the contract

at issue contained a choice-of-law clause.                    See Triton Marine,

575 F.3d at 413; see also Lauritzen, 345 U.S. at 588-89 (“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.”).       Relying on prior Supreme Court and Fourth Circuit

case law, we concluded that “absent compelling reasons of public

policy, a choice-of-law provision in a maritime contract should

be    enforced,”       and   a     Lauritzen     choice-of-law          analysis   was

                                           14
unnecessary.        Triton     Marine,       575   F.3d    at   415;      see    also

Bominflot, Inc., 465 F.3d at 148 (holding that the choice of law

question was “made easy” by the party’s contractual provision

agreeing that English law would apply). 3                 Thus, for the reasons

set   forth   in   Triton    Marine   and     Bominflot,      Inc.,   a   Lauritzen

choice-of-law analysis is unnecessary in this case.

      Moreover,     we   agree   with       the    district     court     that    the

applicable law on the issues of contract formation would be the

same whether Greek or United States law is applied.                             As we

discuss in the context of the individual arguments below, Greek

contract law does not differ in any material respect from the


      3
        The choice-of-law clause at issue in Triton Marine was
located in the body of the contract.       575 F.3d at 413.     In
Bominflot, we avoided the Lauritzen choice-of-law analysis based
on a choice-of-law provision that was incorporated by reference.
465 F.3d at 148; see also Hawkespere Shipping Co., Ltd. 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)).     These cases thus counsel that if
we applied United States law to the question, we would enforce a
contract’s choice-of-law provision.     Applied here, so long as
the General Terms were successfully incorporated to the Bunker
Confirmation, see analysis infra II.D at 28 n.6, it would govern
the dispute.
     Although Hebei Prince asserts various reasons why an
otherwise incorporated choice-of-law provision should not be
enforced against it, none demonstrates a compelling public
policy. For example, we have previously rejected arguments that
enforcing such provisions adversely affects the interests of—and
works a fundamental unfairness against—a vessel owner who was
not   party   to  the   contract   containing  the   choice-of-law
provision. See Triton Marine, 575 F.3d at 413-16.


                                        15
corresponding principles of United States law.                       For this reason,

too, we need not resolve the choice-of-law question, as it makes

no discernible difference to the relevant analysis in the case

at bar.     See Phillips Petroleum Co. v. Shutts, 472 U.S. 797, 838

n.20 (1985) (Stevens, J., concurring in part and dissenting in

part) (“If the laws of both states relevant to the set of facts

are the same, or would produce the same decision in the lawsuit,

there is no real conflict between them.” (quotation marks and

citation omitted)); Hammersmith v. TIG Ins. Co., 480 F.3d 220,

230 (3d Cir. 2007) (stating that a conflict of law analysis is

unnecessary if the laws of each jurisdiction are the same, or

would lead to the same result, because there is no “conflict” in

the law that needs to be resolved); Okmyansky v. Herbalife Int’l

of   Am.,   Inc.,     415    F.3d      154,    158     (1st   Cir.    2005)     (“[W]hen

resolution of a choice-of-law determination would not alter the

disposition      of   a   legal     question,      a   reviewing     court    need     not

decide    which   body      of   law    controls.”);        Fin.   One   Pub.    Co.    v.

Lehman Bros. Special Fin., Inc., 414 F.3d 325, 331 (2d Cir.

2005) (“[W]e [do] not have occasion to embark on a choice-of-law

analysis    in    the     absence      of   an     actual     conflict   between       the

applicable rules of two relevant jurisdictions.”); Cruz v. Am.

Airlines, Inc., 356 F.3d 320, 331-32 (D.C. Cir. 2004) (same);

Modern Equip. Co. v. Cont’l W. Ins. Co., 355 F.3d 1125, 1128 n.7

(8th Cir. 2004) (same); Schneider Nat’l Transp. v. Ford Motor

                                              16
Co.,       280   F.3d   532,     536   (5th    Cir.    2002)    (same).       We    will

therefore        follow      the   district        court’s     approach    in      using

principles of Greek law pertaining to contract formation, but

noting the parallel analysis under United States law.



                                              C.

       Hebei Prince argues that the district court erred at the

outset of the case as it contends that the record does not

establish        DMCC   as   a   party   in    the    underlying   transaction       and

therefore        without     any   right      to     bring   the   in   rem     action.

Essentially, Hebei Prince contends DMCC was not in privity of

contract with Tramp Maritime because it has not shown that it

was an actual party to the Bunker Confirmation. 4                       Consequently,

Hebei Prince posits that DMCC cannot seek to enforce a maritime

lien against the Vessel based on that agreement and that this

problem requires dismissal of the suit or, at the very least,

remand to resolve a genuine issue of material fact as to DMCC’s



       4
       Hebei Prince acknowledges that the Bunker Confirmation
formed a contract between Tramp Maritime and another entity, but
it disputes that DMCC is that other entity.     In other words,
Hebei Prince asserts that Tramp Maritime entered into an
agreement with Bunkerfuels Hellas or even the entity identified
on the Bunker Confirmation as “BUNKERFUELS A DBA/DIVISION OF WFS
TRADING DMCC,” but that no evidence in the record demonstrated
that DMCC is either related by law to Bunkerfuels Hellas or is
“BUNKERFUELS A DBA/DIVISION OR WFS TRADING DMCC.”      (Cf. J.A.
21.)


                                              17
standing to bring an action based on the Bunker Confirmation.

We disagree.

       Applying principles of Greek agency law, the district court

concluded that Vogas had entered into the agreement with Tramp

Maritime    on    behalf      of    his   principal,          DMCC.     See     World    Fuel

Servs. Trading, 12 F. Supp. 3d at 802 (“The Greek doctrine of

‘ostensible authority’ is much like the agency law recognized in

the United States, where ‘[t]he essential underlying principle

in the agency relationship is the power of an agent to commit

his    principal       to    business          relations      with     third     parties.’”

(citation    omitted)).            The    district       court    emphasized          that   in

contrast to the record DMCC pointed to as evidence that it was

the seller of bunkers to Tramp Maritime, Hebei Prince presented

no    “specific    facts”         supported      in    the    record    that     created      a

“‘genuine issue for trial,’ as to whether [DMCC] was a party to

the    contract.”           See    id.    at    804    (quoting       Celotex        Corp.   v.

Catrett, 477 U.S. 317, 324 (1986)).

       We agree with the district court that the record permits no

conclusion       but   that        DMCC   sold        Tramp    Maritime        the    bunkers

specified in the Bunker Confirmation through its agent, Vogas.

Because DMCC filed a verified complaint, it contains a sworn

statement indicating that its contents are “true and correct

based upon [the] personal knowledge and documents available to”

DMCC, and we can treat those components of it as “the equivalent

                                               18
of    an    opposing         affidavit          for      summary     judgment         purposes.”

Williams v. Griffin, 952 F.2d 820, 823 (4th Cir. 1991); see also

Supp. Rules for Admiralty or Maritime Claims R. C(2) (requiring

that the complaint in an in rem action be verified).                                   (See J.A.

18,   containing           the    verification           of    Richard     D.    McMichael,       a

“Director of WORLD FUEL SERVICES TRADING, DMCC.)                                  The verified

complaint states that “World Fuel Services Trading, DMCC, d/b/a

Bunkerfuels”          entered      into      the      agreement     memorialized          in    the

Bunker      Confirmation          for     its      subcontractor         APSCO     to    deliver

bunkers         to   the   Vessel.           (J.A.       14.)      Consistent         with     this

assertion, the Bunker Confirmation identifies the seller of the

bunkers as “BUNKERFUELS A DBA/DIVISION OF WFS Trading DMCC.”

(J.A.      21.)       Even       more    clearly,        the     invoice     Tramp       Maritime

received         after     the     bunkers         had    been     delivered          refers    to

“BUNKERFUELS A Division of World Fuel Services Trading, DMCC.”

(J.A. 22.)

        While DMCC’s name as specified in the verified complaint is

“World      Fuel     Services         Trading,        DMCC,”     nothing     in    the    record

suggests that the “WFS Trading DMCC” identified on the Bunker

Confirmation         refers      to     an   entity       other    than    DMCC.         All    the

record     evidence        points       to   the      same      conclusion:       “WFS    Trading

DMCC”      is    “World     Fuel      Services        Trading,      DMCC,”      and     “WFS”    is

simply an acronym for “World Fuel Services” rather than a formal

designation of a separate entity.                             Examples of this practice

                                                 19
exist throughout this case: the website listed in the Bunker

Confirmation     (www.wfscorp.com)          uses    the   elongated      “World    Fuel

Services” throughout the website, the bunker invoice refers to

both “World Fuel Services” and “WFS,” as do other items in the

record.     (J.A. 21, 22.)          Indeed, in other contexts, even Hebei

Prince’s     filings     use        “WFS”     and     “World      Fuel     Services”

interchangeably.

     Furthermore,       in    his     sworn        declaration    and     deposition

testimony, Jos Heijmen, the Senior Vice President of Credit &

Risk Management of World Fuel Services Corporation, explained

the relationship between the various entities.                     He stated that

World Fuel Services Corporation is the parent corporation of

“the World Fuel Services Group of Companies,” which includes

DMCC.     (J.A. 252.)    He observed that DMCC “is part of a network

of affiliated and related companies that provide fuel to ocean-

going vessels throughout the world, doing business under the

trade     name   ‘Bunkerfuels.’”            (J.A.     252.)       He     noted     that

Bunkerfuels Hellas is the Athens, Greece branch of a World Fuel

Services    subsidiary,       and    that    it     “provide[s]    marketing       and

promotion    services    to    Greek    ship       operators/owners       and     local

suppliers.”      (J.A. 252.)          He stated that when a Bunkerfuels

Hellas employee receives a bunker inquiry, the transaction is

automatically     routed      through       “the     World     Fuel’s     affiliated

company located in the geographic region of the world where the

                                        20
bunkers will be delivered to the vessel.”                         (J.A. 252.)        And he

identified DMCC as World Fuel Service’s “provider of bunker fuel

for ocean-going vessels in the [United Arab Emirates] and the

Middle East,” and that DMCC is organized under the laws of the

United Arab Emirates with its principal place of business in

Dubai.    (J.A. 251.)

       Heijmen    also     explained      that       Vogas    is      an     employee       of

Bunkerfuels Hellas, and is authorized “to enter into contracts

with   [Greek     vessel    operators/owners          like        Tramp     Maritime]      on

behalf   of    and   for   the    World   Fuel       Services       affiliate       located

where the ship required and was supplied bunkers,” including

transactions on behalf of DMCC.                (J.A. 252-53.)          He specifically

stated     that   Vogas     was    authorized         “by     World        Fuel    Services

Trading, DMCC, in October 2012 to act and enter on behalf of

World Fuel Services Trading, DMCC into the contract with Tramp

Maritime      Enterprises,      Ltd.   that     is    at     issue    in     this     case.”

(J.A. 253.)

       Hebei    Prince’s    attempts      to    ignore       or    explain        away    this

testimony amounts to no more than conjecture.                             Without record

evidence to support its assertions, Hebei Prince speculates that

DMCC may not be the entity it purports to be, that documents

cannot mean what they say on their face, and that entities are

not related in the only way they are described above.                                    Hebei

Prince’s       parsing     of     Heijmen’s      declaration          and         deposition

                                          21
testimony        goes    beyond          any     common-sense     reading         of     those

documents.        In sum, it attempts to manufacture doubt where none

exists     to     obscure         the     relationship       between      DMCC     and    the

transaction at issue.                   Based on the record in this case, the

district      court     did       not    err    in   concluding    that     Hebei      Prince

failed to show a genuine issue of material fact as to whether

Vogas entered into the Bunker Confirmation as the agent of the

seller, DMCC.

       Lastly, Hebei Prince asserts that even if Vogas was DMCC’s

agent,     that       fact        “was    not     accurately      disclosed        and    was

misleading.”          (Opening Br. 19.)              We readily reject that notion.

The Bunker Confirmation hardly disguises the identity of the

seller, “BUNKERFUELS A DBA/DIVISION OF WFS Trading DMCC.”                                (J.A.

21.)     Regardless of the effectiveness of the incorporation by

reference, the Bunker Confirmation also refers to and directs

readers to the “SELLER’S GENERAL TERMS AND CONDITIONS . . .

FOUND    AT     WWW.WFSCORP.COM.”               (J.A.   21   (emphasis      added).)       In

addition,       the     email      addresses         provided   for    both      Vogas    and

Bunkerfuels Hellas contain the domain “wfscorp.com.”                               (J.A. 21

(emphasis       added).)           The   Bunker      Confirmation      plainly     provides

notice of Vogas’ association with WFS subsidiary DMCC.

       For these reasons, we conclude the district court did not

err in concluding that DMCC was in privity of contract with

Tramp Maritime.              It    follows      that    regardless     of   its    eventual

                                                22
success on the claim, DMCC could assert a cause of action based

on an alleged breach of the Bunker Confirmation, including a

claim that it had an enforceable maritime lien under the FMLA.



                                           D.

      Next,    we   address      whether        the    district    court     erred    in

concluding Greek law would recognize the language contained in

the   Bunker    Confirmation          to   validly      incorporate     World        Fuel

Service’s     General    Terms    &    Conditions       (“General     Terms”).        As

noted, the Bunker Confirmation states it 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.

(J.A. 21.)

      The   undisputed     evidence        in    the   record     reflects    that    to

reach the text of the General Terms on wfscorp.com, a user must

click on two more links: either by clicking on a link labeled

“Marine” and then on a second link labeled “Marine Terms and

Conditions,” which contains a .pdf version of the General Terms,

or by hovering over a “By Sea” graphic, clicking on the link

“learn more,” and then clicking on a link labeled “Marine Terms

and Conditions.”        (J.A. 316, 321-28.)




                                           23
        The   parties      submitted         declarations           from     Greek     attorneys

stating their respective opinions on whether and when terms are

incorporated by reference, and whether and when a choice of law

provision      is    enforceable         under        Greek     law.         Unsurprisingly,

although      the    attorneys         agreed    about        these    broader       points      of

Greek law, they disagreed about whether the Bunker Confirmation

satisfied them.

       The district court ruled that no genuine issue of material

fact    existed      as    to    whether        the    Bunker       Confirmation            validly

incorporated        the     General      Terms.          Based        on   the      information

provided by both parties, the district court noted that Greek

law    respected      choice      of    law     provisions,          and     also    authorized

contracts to incorporate other documents by reference.                                 See Fed.

R.     Civ.   P.     44.1       (stating,       in     relevant        part,        that     “[i]n

determining foreign law, the court may consider any relevant

material      or     source,        including         testimony,           whether      or     not

submitted by a party or admissible under the Federal Rules of

Evidence”).         The district court observed that Hebei Prince’s

Greek    attorney         witness      stated     that    such        provisions        must    be

drafted in “a clear, plain and explicit way” to be valid.                                    World

Fuel    Servs.      Trading,      12    F.    Supp.      3d    at     804.       And    it     also

observed that DMCC’s Greek attorney witness stated that Greek

law recognized that terms can be incorporated by reference so

long    as    the    contracting         parties       obtain         knowledge        of    their

                                                24
contents or be given the opportunity to obtain such knowledge.

The   court    then    held      that      the   Bunker   Confirmation’s       language

satisfied      both       of     these      standards.          That    is,    it    was

“sufficiently clear and explicit to direct Tramp [Maritime] – as

well as anyone else who received the bunker confirmation – to

the General Terms.”            Id.

      The district court also rejected Hebei Prince’s argument

that the General Terms lacked the requisite clarity because the

preamble      did   not     identify       DMCC    by   name.     The    court      first

observed that the preamble to the General Terms provided a non-

exclusive list of corporations to which it applied, so DMCC’s

absence had no significance.                     Then, the court noted that the

preamble      stated      that       the    General     Terms    applied      to    “‘all

subsidiaries of [WFS],’” and that the record evidence showed

DMCC was a subsidiary of WFS.                    Id. at 796.      Lastly, the court

stated   that       since      the    Bunker      Confirmation    incorporated       the

General Terms, DMCC had adopted the document regardless of what

the General Terms preamble purported its applicability to be.

      Hebei Prince’s arguments on appeal echo those it made to

the district court, that the Bunker Confirmation did not validly

incorporate the General Terms because it does not identify the

specific internet site where those provisions could be located.

In addition, it asserts that because the preamble to the General



                                             25
Terms does not specifically refer to DMCC or Bunkerfuels, the

document does not clearly apply to the transaction at issue.

      The   district    court   did        not   err    in    concluding   that      the

Bunker Confirmation validly incorporated the General Terms into

the agreement.       The Bunker Confirmation plainly expresses that

it   incorporates    the    terms     of    another     specific      document,      the

General Terms.         Consequently, Tramp Maritime, along with any

other reader of the Bunker Confirmation, was immediately put on

notice of the existence of a specific additional document that

contained     provisions     that      were      also        part   of   the    Bunker

Confirmation.     In addition, the Bunker Confirmation provides two

means of obtaining a copy of the General Terms: visiting the

wfscorp.com website or asking for a copy.                     Although individuals

in search of the General Terms need to click on two internal

links to reach the text, the terms are readily found through

wfscorp.com links identified by such relevant language as “By

Sea,”    “Marine,”   and    “Marine    Terms      and    Conditions.”          See   One

Beacon Ins. Co. v. Crowley Marine Servs., Inc., 648 F.3d 258,

266-70 (5th Cir. 2011) (using a similar standard (unambigious,

clear,      specific,      conspicuous,          and     explicit)       for     valid

incorporation by reference to conclude that terms and conditions

available four clicks into the website contained in the contract

were validly incorporated).           Moreover, had any reader asked for

a copy of the referenced document, the text would have been

                                           26
readily reviewable in that form as well. 5                   On its face, then, the

Bunker Confirmation effectively incorporated the General Terms.

As   the     district      court     concluded,         the     incorporation             was

“sufficiently      clear    and    explicit      to     direct”      readers       to     the

General Terms and it “explicitly offered Tramp [Maritime] ‘the

opportunity to obtain knowledge’ of the General Terms.”                              World

Fuel Servs. Trading, 12 F. Supp. 3d at 804.

     The language in the preamble to the General Terms does not

alter    this    conclusion.        The    preamble          does    not     purport       to

identify an exhaustive list of entities to which it applies.

Instead,    it    states   that    the    group    of    companies         to     which    it

applies “includes, but is not limited to” certain delineated

companies.       (J.A. 23.)     The preamble also states that it applies

to   “the    World     Fuel     Services       corporation          Marine      Group      of

companies . . . and their respective trade names, subsidiaries,

affiliates       and   branch      offices.           This     list     includes          all

subsidiaries of [WFS] who have sold, are selling or will sell

marine     petroleum    products     and       services,       whether       or    not     in

existence on the effective date.”                 (J.A. 23.)          For the reasons

already identified in part II.C, supra, DMCC and Bunkerfuels

fall within the network of WFS marine companies.                           Accordingly,

     5
       Hebei Prince does not contend that it or Tramp Maritime
ever requested a written copy of the General Terms. Nor does it
contend that the website access procedure described above is
inaccurate.


                                          27
the General Terms do not create doubt as to their applicability

to   DMCC   or    otherwise     undermine      the    Bunker      Confirmation’s

incorporation of the General Terms by reference. 6



                                       E.

     Having      concluded    that    the    Bunker     Confirmation         validly

incorporated the General Terms as part of the formation of the

governing     contract   between      the    parties,    we      turn   to    Hebei

Prince’s    contention       that    the    General     Terms’     choice-of-law

provision does not encompass the FMLA.                  In that regard, the

General Terms provide, in pertinent part:

     The General Terms and each Transaction shall be
     governed by the General Maritime Law of the United
     States and, in the event that the General Maritime Law
     of the United States is silent on the disputed issue,
     the law of the State of Florida, without reference to
     any conflict of laws rules which may result in the
     application of the laws of another jurisdiction.   The
     General Maritime Law of the United States shall apply
     with respect to the existence of a maritime lien,

     6
       Even if we had bypassed Greek law and instead applied
United States law, we would reach the same result and conclude
that the choice-of-law clause was successfully incorporated.
“Under general contract principles, where a contract expressly
refers to and incorporates another instrument in specific terms
which show a clear intent to incorporate that instrument into
the contract, both instruments are to be construed together.”
One Beacon Ins. Co., 648 F.3d at 267 (citing 11 Williston on
Contracts § 30:25 (4th ed. 1999)). For the reasons articulated
above, the parties’ intent here is clearly expressed by the
provisions in the Bunker Confirmation stating that it would be
governed by the General Terms, as well as the language informing
Tramp Maritime (or any reader) of two means of acquiring the
text of the General Terms.


                                       28
        regardless of the country in which Seller takes legal
        action.

(J.A. 34.)

     The district court rejected Hebei Prince’s argument that

the phrase “General Maritime Law of the United States” did not

include the FMLA.           Observing that United States maritime law has

developed through both case law and statutes, the district court

noted that “‘when a statute resolves a particular issue, . . .

the general maritime law must comply with that resolution.’”

World    Fuel     Servs.,    12     F.   Supp.    3d    at   806   (quoting     Norfolk

Shipbuilding       &   Drydock      Corp.    v.    Garris,     532   U.S.   811,    817

(2001)).     The court then traced the evolution of the FMLA from

its original enactment in 1910 through its various amendments,

which slowly altered principles previously established in the

“general maritime law” concerning maritime liens under United

States     law.        It    concluded      that       since   “general     maritime”

principles        “must”     give    way    to     conflicting       statutes    where

Congress has spoken on a particular issue, “the General Maritime

Law of the United States” essentially changes to be consistent

with the statutory principles.               Accordingly, the district court

ruled that the General Terms’ choice of “General Maritime Law of

the United States” included the FMLA.                  Id. at 807-08.

     Citing to various cases and the legislative history of the

FMLA, Hebei Prince contends this was error because the phrase


                                            29
“General      Maritime    Law     of    the    United     States”    is       generally

construed as a term of art to only encompass maritime case law

rather than maritime statutory law. 7                  Hebei Prince argues that

under      this   construction    of    the    term,    DMCC   faces      a    Catch-22

conundrum.        On the one hand, the General Terms would not allow

DMCC to rely on a maritime lien arising under the FMLA because

“General Maritime Law of the United States” excludes statutory

law.       On the other hand, DMCC could not obtain a maritime lien

under      case   law   because   the    FMLA    is     now   the   sole      means   of

obtaining a maritime lien for the provision of necessaries under



       7
       For example, Hebei Prince observes that the Supreme Court
has frequently distinguished between statutory and general
maritime law. See E. River S.S. Corp. v. Transamerica Delaval,
Inc., 476 U.S. 858, 864 (1986) (“Absent a relevant statute, the
general maritime law, as developed by the judiciary, applies.”).
In addition, it relies on the Fifth Circuit’s discussion in
McBride v. Estis Well Serv., L.L.C., 731 F.3d 505 (5th Cir.
2013), in which the court stated:

       There are two primary sources of federal maritime law:
       common law developed by federal courts exercising the
       maritime authority conferred on them by the Admiralty
       Clause of the Constitution (“general maritime law”),
       and statutory law enacted by Congress exercising its
       authority under the Admiralty Clause and the Commerce
       Clause (“statutory maritime law”).

Id. at 507-08. Although it is unrelated to Hebei Prince’s
argument, we note that the panel decision in McBride has
subsequently been vacated in light of the grant of
rehearing en banc, 743 F.3d 458 (5th Cir. 2014), and en
banc decision, 768 F.3d 382 (5th Cir. 2014).   The en banc
dissent still reiterates this same general principle.  768
F.3d at 405 (Higginson, J., dissenting).


                                          30
United States law.           Consequently, Hebei Prince argues that the

General Terms do not entitle DMCC to a maritime lien.

     To    be   sure,    the    General      Terms’     choice-of-law     provision

could have been written in a way that would avoid this question

entirely.       In Triton Marine, for example, the relevant clause

stated that the “agreement shall be governed by and construed in

all particulars by the laws of the United States of America[.]”

575 F.3d at 412.             So, too, the Ninth Circuit has reviewed a

choice-of-law provision that selected “the general maritime laws

of the United States and applicable United States Statutes.”

Flores v. Am. Seafoods Co., 335 F.3d 904, 918 n.8 (9th Cir.

2013).       Either     of    these      constructions       clearly    incorporates

federal statutory maritime laws such as the FMLA.

     But even assuming, without deciding, that Hebei Prince’s

reading of the term “General Maritime Law of the United States”

is correct and the FMLA is not part of the “General Maritime Law

of the United States,” Hebei Prince still cannot prevail.                      This

is so because the General Terms alternatively provides if the

“General Maritime Law of the United States is silent on the

disputed    issue,    the     law   of    the   State   of    Florida    [governs.]”

(J.A. 34.)

     Florida law resolves the issue in favor of DMCC because

Florida law must be deemed to include United States law—by case

law or by statute.           The Supreme Court has long stated that “‘a

                                           31
fundamental principle in our system of complex national polity’

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.’”                        Fidelity Fed. Sav. &

Loan Ass’n v. de la Cuesta, 458 U.S. 141, 157 (1982) (quoting

Hauenstein v. Lynham, 100 U.S. 483, 490 (1879)).                           A choice-of-

law     provision   directing        us    to      the    laws      of     Florida     thus

encompasses    federal      statutory          law,    including     the    FMLA.        See

Atkinson v. General Elec. Credit Corp., 866 F.2d 396, 398-99

(11th Cir. 1989) (concluding, based in part on Fidelity Fed.

Sav. & Loan Ass’n, that “Georgia law includes federal law” where

a choice-of-law provision selected “the laws of the State of

Georgia”     but    was     silent        as     to     federal     statutory          law’s

applicability).        Accordingly, the General Terms’ choice-of-law

provision authorizes DMCC to pursue a maritime lien under the

FMLA.



                                           F.

      Hebei Prince alternatively argues that even if the FMLA

applies to the transaction, DMCC is still not entitled to a

maritime     lien   because       it      has     not     satisfied        all    of     the

requirements under the FMLA.              Once again, we disagree.

      In    relevant      part,   the       FMLA       provides     that     “a      person

providing necessaries to a vessel on the order of . . . a person

                                           32
authorized by the owner” “has a maritime lien on the vessel” and

“may bring a civil action in rem to enforce the lien.”                           46

U.S.C.     § 31342(a).         The    FMLA    creates    a    presumption      that

charterers    (e.g.,     Tramp       Maritime)    have   such    “authority       to

procure necessaries for” the Vessel.             See § 31341(a)(4)(B).

      Hebei Prince contends that it produced proof rebutting this

statutory presumption that Tramp Maritime had such authorization

here.      Alternatively, Hebei Prince maintains that the record

demonstrates a genuine issue of material fact as to whether the

presumption applies.       It asserts DMCC had actual knowledge that

Tramp Maritime was not authorized to enter into agreements that

would give rise to a maritime lien against the Vessel and points

to   two   prior    contracts    between      Bunkerfuels     Hellas    and    Tramp

Maritime, where Tramp Maritime had placed no-lien stamps on the

delivery    receipts.      Hebei       Prince    contends     these    prior    acts

provided DMCC cognizable notice that Tramp Maritime could not

procure necessaries in an agreement that would bind the Vessel.

In addition, Hebei Prince maintains that upon seeing the no-lien

stamp affixed to the delivery receipt for the bunkers at issue

here, DMCC’s sub-contractor APSCO could—and should—have engaged

in self-help to immediately reclaim the bunkers.                      Hebei Prince

asserts    DMCC’s    failure    to    take    such   prompt   action     following

actual notice of the no-lien provision caused it to waive the

right to a maritime lien.

                                         33
       We agree with the district court that no triable issue of

fact exists on this issue.                The statutory presumption discussed

above can be rebutted only by proof that the seller had actual

knowledge     that    the   charterer       lacked      the   ability       to   bind   the

vessel as part of the contract for necessaries.                              See Triton

Marine, 575 F.3d at 418 n.5 (observing that in 1971 Congress

recodified the FMLA “essentially to void ‘no lien’ clauses in

charters, as long as the supplier did not have actual knowledge

of such clause”); Lake Charles Stevedores, Inc. v. PROFESSOR

VLADIMIR      POPOV   MV,     199    F.3d        220,   224-25       (5th    Cir.    1999)

(discussing cases in the Fifth and Eleventh Circuits holding the

same, as well as recounting the changes in the statute leading

to     this   conclusion).           Put     another      way,       “a     supplier     of

necessaries ordered by a § 31341(a) entity subject to a no-lien

clause not made known to the supplier has a maritime lien.”

Lake Charles Stevedores, 199 F.3d at 225.

       None of the evidence Hebei Prince relies on demonstrates

that DMCC had actual knowledge of the no-lien provision in Tramp

Maritime’s charter party.            Hebei Prince does not contend that it

or Tramp Maritime ever notified DMCC or Bunkerfuels Hellas of

the terms of their charter party.                  This is so despite the Bunker

Confirmation clearly stating that Tramp Maritime “is presumed to

have    authority     to    bind    the    [Vessel]      with    a    maritime      lien.”

(J.A. 21.)       The Bunker Confirmation thus plainly contemplated

                                            34
that a presumption of authority to obligate the Vessel existed,

and there is no evidence that anyone attempted to notify DMCC to

the contrary at any point between Tramp Maritime receiving the

Bunker Confirmation and accepting delivery of the bunkers.

      The no-lien stamps affixed to prior delivery notices when

Tramp    Maritime      was   operating    under     prior    charter     parties    is

insufficient to provide actual knowledge of the current charter

party.     Those prior stamps say nothing about the terms of Tramp

Maritime’s charter to operate the Vessel at the time it entered

into the agreement set forth in the Bunker Confirmation.

      The primary case Hebei Prince relies upon to satisfy its

burden, Belcher Oil Co. v. M/V GARDENIA, 766 F.2d 1508 (11th

Cir. 1985), materially differs from the facts here.                      In Belcher

Oil, the supplier was notified prior to delivery of the bunkers

that the charter party contained a no-lien clause prohibiting

the charterer from obligating the vessel.                  Id. at 1510.       Only as

“corroborat[ion]” of this finding of actual knowledge did the

Eleventh Circuit also note that the charterer had put disclaimer

stamps on the bunkering certificates for prior deliveries from

the     same    seller.       However,     the     presumption      against       lien

authority       was   only   rebutted    because    the     evidence     showed    the

supplier       actually   knew   the    charterer    was    bound   by    a   no-lien

clause before delivery of the fuel.                 By contrast, there is no

proof in this case that DMCC actually knew that the operative

                                         35
charter party contained a no-lien clause.                        Accordingly, Hebei

Prince cannot rebut the presumption based on prior contracts

between Tramp Maritime and Bunkerfuels.

       Hebei Prince’s second argument fares no better, as the no-

lien    stamps     affixed      to    the    delivery   notices      did     not   provide

timely actual notice of any no-lien clause in the charter party.

This    is    so   for    at    least       two    reasons.      First,      the    Bunker

Confirmation states that “[d]isclaimer stamps placed by [anyone]

on the bunker receipt will have no effect and do not waive the

seller’s      lien.”          (J.A.   21.)         Despite    this     language,    Tramp

Maritime never contacted DMCC to convey the terms of the charter

party    or    that      it    viewed       the    no-lien    stamps    as    effective.

Moreover, anyone reading the terms of the Bunker Confirmation

would have reason to believe that even if a no-lien stamp was

placed on the delivery receipt, it would be of no effect.                            Given

the terms of the Bunker Confirmation, DMCC and its subcontractor

APSCO both had reason to believe that any no-lien stamps were

ineffective.

        Second, delivery of the bunkers fulfilled DMCC’s obligation

under the Bunker Confirmation, and notice at that point of the

no-lien provision would be too late to alter the terms of the

existing agreement.             Contrary to Hebei Prince’s assertion, DMCC

was not required to engage in self-help and demand immediate

return of the bunkers upon learning that a no-lien stamp had

                                              36
been affixed to the delivery notice.         The out-of-circuit case it

relies on for this assertion is not binding on us.            See Ferromet

Res. v. Chemoil Corp., 5 F.3d 902, 903 (5th Cir. 1993).                 More

importantly, the FMLA’s provisions were not at issue before that

court, and it did not discuss the presumption that arises under

§ 31341(a) or what evidence is sufficient to rebut it.           Id.

      Ferromet Resources involved a tort claim brought by the

charterer   against   a   supplier   after   the   supplier    of   bunkers

refused to unmoor from alongside the vessel until the delivery

notice was signed without a no-lien stamp.         The Eleventh Circuit

held that a genuine issue of material fact existed as to when

the supplier was notified that the charterer lacked authority to

incur liens.     If it was before delivery, then the charterer

could likely recover damages incurred as a result of the delay

caused by the supplier’s refusal to unmoor.         Id. at 905.     If the

supplier was not notified of the no-lien clause until delivery,

then the supplier may have been entitled to engage in self-help.

Id.   Nothing in Ferromet Resources suggests that a supplier must

engage in self-help or attempt to retrieve delivered bunkers

simply because a no-lien stamp has been placed on the delivery

receipt.

      Accordingly, we conclude that § 31341(a)’s presumption of

authority   to   procure     necessaries     applies   to     the      Bunker

Confirmation transaction.     Hebei Prince failed to demonstrate or

                                     37
even proffer evidence creating a genuine issue of material fact

as to whether DMCC had actual knowledge of Tramp Maritime’s lack

of authority to bind the Vessel.

     Given that the remaining § 31342(a) requirements are either

uncontested or have already been resolved in DMCC’s favor, we

also conclude that DMCC was entitled to bring this action to

enforce a maritime lien against the Vessel.



                                         G.

     Hebei      Prince’s       final,    comity-themed         argument      echoes

throughout its brief.          It contends that United States law with

respect    to   maritime   liens    is    so   “out   of   step   with     existing

international conventions and the law of other major maritime

nations” that the Court should find a way to conclude no lien

arose under the facts of this case.             (Opening Br. 51.)          As Hebei

Prince acknowledges, its arguments align with those previously

rejected in other cases, most directly Triton Marine.                         “‘[A]

panel of this court cannot overrule, explicitly or implicitly,

the precedent set by a prior panel of this court.                          Only the

Supreme    Court   or   this    court    sitting   en   banc    can   do    that.’”

Scotts Co. v. United Indus. Corp., 315 F.3d 264, 271 n.2 (4th

Cir. 2002) (quoting Mentavlos v. Anderson, 249 F.3d 301, 312 n.4

(4th Cir. 2001)).       Accordingly, we need not engage this argument

further.

                                         38
                              III.

     For the reasons explained above, we affirm the judgment of

the district court granting summary judgment to DMCC.

                                                        AFFIRMED




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