    Case: 15-30239         Document: 00513449225         Page: 1     Date Filed: 04/01/2016




          IN THE UNITED STATES COURT OF APPEALS
                   FOR THE FIFTH CIRCUIT
                                                                                  United States Court of Appeals
                                                                                           Fifth Circuit

                                                                                         FILED
                                       No. 15-30239                                   April 1, 2016
                                                                                    Lyle W. Cayce
WORLD FUEL SERVICES SINGAPORE PTE, LIMITED,                                              Clerk


                                                   Plaintiff - Appellee

                                     v.

BULK JULIANA M/V, her engines, tackle, apparel, etc., in rem,

                                                   Defendant


BULK JULIANA, LIMITED,

                                                   Claimant - Appellant




                    Appeal from the United States District Court
                       for the Eastern District of Louisiana


Before JONES and JOLLY, Circuit Judges, and MILLS, District Judge. *
EDITH H. JONES, Circuit Judge:
     “This admiralty and maritime case concerns a Singapore-based marine
fuel supplier’s attempt to recover a debt arising from the supply of fuel oil
bunkers in Singapore to a Panamanian-flag vessel, the M/V BULK JULIANA,
which is beneficially owned by a United States company, operated and



     *   District Judge of the Northern District of Mississippi, sitting by designation.
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                                     No. 15-30239
managed by a United States company, and which was chartered by a German
company.” World Fuel Servs. Singapore Pte, Ltd. v. Bulk Juliana M/V, No. 13-
5421, 2015 WL 575201, at *1 (E.D. La. Feb. 11, 2015). On summary judgment,
the district court applied Singapore law to the formation of the fuel sales
contract, enforced the parties’ choice of law as the “General Maritime law of
the United States,” and concluded that the vessel lien under the Federal
Maritime Lien Act (“FMLA”), 42 U.S.C. §§ 31341 and 31342, was enforceable.
Agreeing with the district court’s conclusion and substantially with its
reasoning, we AFFIRM AND REMAND.
                                     BACKGROUND
         World Fuel Services Corp., a Florida corporation, is the parent
corporation of the World Fuel Services group of companies. This group of
companies,       which      includes         Plaintiff-Appellee      WFS       Singapore
(“WFS Singapore”) and WFS Europe, provides fuel to ocean-faring vessels
around the world. Bulk Juliana Ltd. is the owner of the vessel M/V BULK
JULIANA.        On November 7, 2012, Peter Turner (“Turner”), Manager of
Commercial Sales at WFS Europe, negotiated on behalf of WFS Singapore with
Denmar for the delivery of the bunkers (fuel) to the vessel, which Denmar had
recently time-chartered. On November 7, Turner, on behalf of WFS Singapore,
confirmed the bunker order via email to Denmar.
         The confirmation email outlined the terms of Denmar’s bunker order.
First,    the   email    described     the    relative     bargaining    authorities    of
WFS Singapore and Denmar:
         ALL SALES ARE ON THE CREDIT OF THE VSL [vessel].
         BUYER IS PRESUMED TO HAVE AUTHORITY TO BIND THE
         VSL WITH A MARITIME LIEN. DISCLAIMER STAMPS
         PLACED BY VSL ON THE BUNKER RECEIPT WILL HAVE NO
         EFFECT AND DO NOT WAIVE THE SELLER’S LIEN.



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Next, the email incorporated by reference the “General Terms and Conditions”
(the “General Terms”) of all such contracts entered into by WFS Singapore:
     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.

The “General Terms and Conditions” include three sections relevant to this
appeal:

     1. INCORPORATION AND MERGER: Each sale of Products shall
     be confirmed by email, fax or other writing from the Seller to the
     Buyer (“Confirmation”). The Confirmation shall incorporate the
     General Terms by reference so that the General Terms thereby
     supplement and are made part of the particular terms set forth in
     the Confirmation. The Confirmation and the General Terms shall
     together constitute the complete and exclusive agreement
     governing the transaction in question (the “Transaction”). . . .
     8. CREDIT AND SECURITY:
     (a) Products supplied in each Transaction are sold and effected on
     the credit of the Receiving Vessel, as well as on the promise of the
     Buyer to pay, and it is agreed and the Buyer warrants that the
     Seller will have and may assert a maritime lien against the
     Receiving Vessel for the amount due for the Products delivered . .
     ..
     (d) All sales made under these terms and conditions are made to
     the registered owner of the vessel, in addition to any other parties
     that may be listed as Buyer in the confirmation. Any bunkers
     ordered by an agent, management company, charterer, broker or
     any other party are ordered on behalf of the registered owner and
     the registered owner is liable as a principal for payment of the
     bunker invoice. . . .
     17. LAW AND JURISDICTION: The General Terms and each
     Transaction shall be governed by the General Maritime Law of the
     United States . . . The General Maritime Law of the United States
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      shall apply with respect to the existence of a maritime lien,
      regardless of the country in which Seller takes legal action. Any
      disputes concerning quality or quantity shall only be resolved in a
      court of competent jurisdiction in Florida. Disputes over payment
      and collection may be resolved, at Seller’s option, in the Florida
      courts or in the courts of any jurisdiction where either the
      Receiving Vessel or an asset of the Buyer may be found. Each of
      the parties hereby irrevocably submits to the jurisdiction of any
      such court, and irrevocably waives, to the fullest extent it may
      effectively do so, the defense of an inconvenient forum or its foreign
      equivalent to the maintenance of any action in any such court.
      Seller shall be entitled to assert its right of lien or attachment or
      other rights, whether in law, in equity or otherwise, in any country
      where it finds the vessel. BUYER AND SELLER WAIVE ANY
      RIGHT EITHER OF THEM MIGHT HAVE TO A TRIAL BY
      JURY IN ANY LEGAL PROCEEDING ARISING FROM OR
      RELATED TO THE GENERAL TERMS OR ANY
      TRANSACTION.
There is no indication in the record that Denmar ever objected to, or inquired
about, the contractual terms expressed in the bunker confirmation email.

      On November 13, Transocean Oil, a Singapore fuel supplier
subcontracted by WFS Singapore, delivered the bunkers to the vessel at the
Port of Singapore. R. L. Vicente, Master/Chief Engineer of the vessel, signed
the Bunker Delivery Notes and affixed the vessel’s stamp to each confirming
receipt of the bunkers. On November 15, 2012, WFS Singapore issued an
invoice to “MV BULK JULIANA AND/OR HER OWNERS/OPERATORS AND
DENMAR . . . .” for the sale.

      Because payment was never remitted, WFS Singapore filed a complaint
in the Eastern District of Louisiana in August 2013, which sought the arrest
of the vessel then docked in the Port of New Orleans and recovery of the sales
price. (The complaint also named Denmar as a defendant, but Denmar had
become insolvent and was dismissed.) The next day, an arrest warrant was
issued by the district court. On September 13, 2013, Bulk Juliana claimed

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                                    No. 15-30239
ownership of the vessel, posted security to release it, and answered
WFS Singapore’s complaint. In its answer, Bulk Juliana asserted that: (1)
WFS Singapore had no maritime lien under the law of Singapore (where the
bunkers were delivered to the vessel); (2) WFS Singapore had no legal basis to
assert a maritime lien under 46 U.S.C. § 31342 against the vessel; and (3) the
WFS Singapore’s arrest of the vessel was wrongful and improper and should
be vacated by the district court.

      Faced with conflicting motions on the validity and enforceability of the
maritime lien, the district court ordered each party to file additional briefing
concerning the choice-of-law issue before the court.

      WFS Singapore argued that the maritime lien was valid because the
contract contained a General Maritime Law of the United States choice-of-law
provision that allowed Denmar to bind the vessel through the purchase of
necessaries (the bunkers). Alternatively, WFS Singapore argued that even if
Singapore law governed the formation of the contract, the parties’ United
States choice-of-law provision would still be valid, and therefore, the maritime
lien would be enforceable.          In support, WFS Singapore relied on the
uncontroverted affidavit and testimony of Mr. Tan Chaun Bing Kendall
(“Mr. Tan”), a Singapore law expert with bunker transaction experience.
Mr. Tan opined that the contract’s General Terms were valid under Singapore
law, that the terms were validly incorporated into the sales agreement, and
that the General Maritime Law of the United States choice-of-law provision
was enforceable.
      Conversely, Bulk Juliana contended that Singapore law controlled the
dispute but did not afford WFS Singapore a maritime lien. Further, Bulk
Juliana asserted that even if U.S. law controlled, the General Maritime Law
of the United States choice-of-law provision in WFS Singapore’s General Terms

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                                 No. 15-30239
only invoked U.S. maritime common law. U.S. general maritime common law,
however, is a term of art that, according to Bulk Juliana, is distinct from and
does not encompass the federal maritime lien statute. See 46 U.S.C. §31342(a).
      The district court held that while Singapore law governed formation of
the contract, WFS Singapore’s bunker confirmation email validly incorporated
by reference the General Terms, which included the General Maritime Law of
the United States choice-of-law provision. Because the General Maritime Law
of the United States choice-of-law provision was valid under Singapore law,
U.S. law controlled the dispute. Finally, the parties’ choice of law provision
included by its terms the FMLA, rendering the maritime lien enforceable
against the vessel.
      Bulk Juliana appeals the district court’s denial of its motion for
summary judgment and grant of WFS’s cross-motion.               This court has
jurisdiction of the district court’s interlocutory ruling based on admiralty law.
28 U.S.C. §1292(a)(3).
                             STANDARD OF REVIEW
      This Court reviews the district court’s grant of summary judgment de
novo, applying the same standards as the district court. Newman v. Guedry,
703 F.3d 757, 761 (5th Cir. 2012). Summary judgment is only appropriate if
“there is no genuine issue as to any material fact and that the moving party is
entitled to a judgment as a matter of law.”          Celotex Corp. v. Catrett,
477 U.S. 317, 322 (1986). “On a motion for summary judgment, [this Court]
must view the facts in the light most favorable to the non-moving party and
draw all reasonable inferences in its favor.” Deville v. Marcantel, 567 F.3d 156,
163-64 (5th Cir. 2009). Additionally, this Court reviews questions of law,
“including choice of law and contract interpretation, de novo.” Waterfowl Liab.
Co. v. United States, 473 F.3d 135, 141 (5th Cir. 2006).


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                                 No. 15-30239
                                   DISCUSSION
      This appeal presents the following issues: (1) whether, under Singapore
law, the contract’s General Terms that include a choice of U.S. maritime law
were validly incorporated into the agreement and enforceable; (2) whether
Denmar, the charterer, had authority to bind the vessel in rem even though
Bulk Juliana, the owner, was not a party to the contract between WFS
Singapore and Denmar; (3) whether the maritime lien was solely created by a
contractual term; and (4) whether the choice of law clause using the term
“General Maritime Law of the United States” includes the statutory FMLA.
We discuss each issue below.
       I.   Whether the contract’s General Terms, which include a U.S.
            choice of law provision, are valid under Singaporean law
            and were validly incorporated into the agreement.

      In this court, the parties no longer dispute the applicability of Singapore
law to the contract’s formation; thus, we need not consider whether a
preliminary choice of law, based on maritime law principles, must be made as
to the contract’s formation. See Lauritzen v. Larsen, 345 U.S. 571, 582, 73
S. Ct. 921 (1953). Their continued disagreement centers instead on whether
the General Terms were validly incorporated into the contract. See Trans-Tec
Asia v. M/V HARMONY CONTAINER, 518 F.3d 1120, 1124 (9th Cir.), cert.
denied, 555 U.S. 1062 (2008)(hereafter, “Trans-Tec”). The only record evidence
on this point consists of undisputed testimony from WFS Singapore’s expert
witness, Mr. Tan. Mr. Tan testified that “the key guiding principle is that a
Singapore court will seek to discern the contractual intention of both parties,
which is to be ascertained by reference” to the following factors:
         1. Is the incorporating language used sufficiently clear?
         2. Does the document to be incorporated expressly state that its
            contents are to be applicable to the other party sought to be bound?

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            3. Is the document to be incorporated a common source of terms that
               are implied into such agreements of the same genre as the
               contract?

            4. Did the party sought to be bound by the incorporated terms have
               access to, and/or was he in fact aware of the document at all
               material times?

            5. Did the party sought to be bound by the incorporated document
               challenge or object to the applicability of the terms of that
               document to the contract?

Applying these factors, Mr. Tan opined that due to the “easy availability” of
WFS Singapore’s General Terms on the internet, as well as the “customary”
nature of including such terms in “bunker supply contracts,” the General
Terms were validly incorporated into the contract, and are enforceable under
Singapore law.        Mr. Tan also concluded that “[u]nder Singapore law, a
contractual provision for governing law where stipulated by parties in their
agreement will generally be upheld as valid and enforceable.” 1 See also Trans-
Tec, 518 F.3d at 1126-27 (“That a maritime lien might exist on the vessel under
United States law, but would not exist under Malaysian law, was a
consequence obviously contemplated by the contracting parties, and . . . results
in no fundamental unfairness.”).
      Bulk Juliana contends that the district court erred in accepting Mr.
Tan’s conclusions. Under Bulk Juliana’s interpretation of the contract, neither
the General Terms nor the U.S. choice-of-law provision was incorporated into



      1   Mr. Tan also cited Halsbury’s Laws of Singapore, para. 75.344, which states:
      Where an express choice has been made of the law of a country, even if the
      transaction has no connection with the country whose law is chosen, the choice
      will be given effect unless the choice was illegal or not made bona fide, or if the
      application of the foreign law will be contrary to the fundamental public policy
      of the forum.


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the contract. Specifically, Bulk Juliana argues that that the fourth factor
recited by Mr. Tan—“Did the party sought to be bound by the incorporated
terms [the vessel] have access to, and/or was he in fact aware of the document
at all material times?”—weighs clearly against WFS Singapore because the
bunker delivery notes received by the vessel made absolutely no mention of
WFS Singapore, the General Terms, or U.S. law. Therefore, the district court
misapplied Singapore law in holding that the U.S. choice of law clause was
binding on Bulk Juliana and the vessel in rem. Absent this clause, Singapore
law does not recognize maritime liens. See Sembawang Shipyard, Ltd. v.
Charger, Inc., 955 F.2d 983, 988 (5th Cir. 1992) (holding that, unlike U.S. law,
maritime liens are not authorized by Singapore law).
      Bulk Juliana has failed to controvert Mr. Tan’s testimony. The record is
clear that Mr. Tan considered and applied the fourth factor, as well as the other
factors, before concluding that the contract was “sufficiently specific to its
reference” to the General Terms.       Moreover, Mr. Tan opined that in his
experience, “it is customary for bunker supply contracts to be concluded on the
basis of the supplier’s standard terms and conditions that are incorporated by
reference in the bunker confirmation.”         Even assuming arguendo that
WFS Singapore failed to satisfy the fourth factor described by Mr. Tan, Bulk
Juliana offered no authority for the proposition that the failure to establish one
out of five factors is fatal to the incorporation of the General Terms under
Singaporean law.
      Although Mr. Tan’s testimony did not address the bunker delivery notes,
he affirmed the incorporation of the General Terms by reference to the bunker
confirmation email, which provided all the relevant terms and conditions of the
contract. We recognize that neither Bulk Juliana nor the vessel was a party to
the bunker confirmation email, and therefore did not have access to and/or
awareness of the specific document at all material times. Mr. Tan, however,
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testified about the ready availability of the contractual terms via the internet,
as well as the prevalence of the practices employed here with respect to sales
of necessaries in the shipping industry. Importantly, Mr. Tan pointed out that
WFS Singapore’s incorporation of the General Terms was “commonplace in the
bunkering industry worldwide, and ought to be in the contemplation of ship
operators and ship-owners such as [Bulk Juliana].”
       Accordingly, the district court did not err in holding that the General
Terms, including the U.S. choice-of-law provision, were valid and enforceable
under Singapore law and were validly incorporated into the contract. 2 The
remainder of our analysis, contrary to Bulk Juliana’s arguments, relies on
United States law.

       II.    Whether Denmar, the charterer, could bind the vessel
              through a maritime lien even though Bulk Juliana, the
              owner, was not a party to the contract between WFS
              Singapore and Denmar

       The district court determined that Denmar had presumptive authority
to bind the vessel by procuring necessaries even though Bulk Juliana was not
a party to the contract with WFS Singapore. Therefore, the maritime lien in
rem pursuant to the FMLA was valid. See Triton Marine Fuels, Ltd v. M/V
PACIFIC CHUKOTKA, 575 F.3d 409, 414 (4th Cir. 2009) (quoting Trans–Tec,
518 F.3d at 1127-28 (9th Cir.2008)) (“It is a fundamental tenet of maritime law
that ‘[c]harterers and their agents are presumed to have authority to bind the
vessel by the ordering of necessaries.’”). This result flows from the application


       2  Bulk Juliana contends for the first time on appeal that this case presents a
recognized exception to the enforcement of a choice-of-law-provision—when such a provision
is used for the sole purpose of avoiding other applicable law. See Peh Teck Quee v. Bayerische
Landesbank Girozentrale [1999] 3 SLR (R) 842, 848. On this basis, Bulk Juliana argues that
the provision is unenforceable. Bulk Juliana has waived this argument by not raising it in
the district court. See Singleton v. Wulff, 428 U.S. 106, 120 (1976).

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                                  No. 15-30239
of U.S. maritime law, as interpreted by this court and others. Nevertheless,
Bulk Juliana challenges the principle that the vessel, a “third party” stranger
to the sale, could be bound by the Denmar-WFS Singapore contract for
bunkers.
      Like the district court, we must follow this court’s decision in QUEEN
OF LEMAN, which unabashedly enforced, against a non-party to the contract,
a maritime lien for vessel insurance, which was created under the auspices of
a choice of law clause.    Liverpool & London S.S. Protection & Indemnity
Ass’n. v. QUEEN OF LEMAN M/V, 296 F.3d 350, 354-55 (5th Cir. 2002). Bulk
Juliana attempts to distinguish this decision on the basis that the underlying
maritime lien in QUEEN OF LEMAN was imposed by a contract with one
owner of a vessel but enforced against the vessel after its acquisition by
another owner. From the standpoint of the third party’s lack of knowledge and
failure to acquiesce in the creation of the debt, however, we see no principled
distinction from this case. Nor have other circuits, which have cited QUEEN
OF LEMAN with approval in the course of enforcing maritime necessaries
liens authorized pursuant to enforcement of choice of law clauses calling for
U.S. law. See Triton Marine Fuels, 575 F.3d at 414-15; Trans-Tec, 518 F.3d at
1126-27.
      In fact, each of those cases arises from facts quite similar to those before
us. Triton upheld a U.S. maritime lien claimed against a vessel and its owner
by a foreign company that supplied bunkers in a foreign port. Trans-Tec
validated a choice of U.S. law, and thus the FMLA lien, where the choice of law
was adopted in a contract concerning the sale of fuel to a foreign-flagged vessel
in a foreign port.     The Trans-Tec court quoted QUEEN OF LEMAN’s
proposition that “there is nothing absurd about applying the law of the
jurisdiction into which the ship sails, as the ship’s presence in the jurisdiction
represents a substantial contact.”     Trans-Tec, 518 F.3d at 1126 (quoting
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QUEEN OF LEMAN, 296 F.3d at 354.). The court went on to explain, “QUEEN
OF LEMAN thus counsels that where foreign parties have specified that they
want United States law to determine the existence of a maritime lien in a
transaction involving multiple foreign points of contact, and the ship has sailed
into the United States, it is reasonable to uphold the choice of American law.”
Id.
        It is hard to understand why, but Bulk Juliana acknowledged the
holdings of Triton and Trans-Tec adverse to its position only in a footnote in
its brief. Instead, it relies heavily on the Second Circuit’s decision in Rainbow
Line, Inc. v. M/V Tequila, 480 F.2d 1024 (2d Cir. 1973). The Second Circuit
alone is arguably contrary to QUEEN OF LEMAN. Unlike Bulk Juliana, we
do not believe the majority of circuit courts have erred legally or practically
when they have found it appropriate to enforce maritime choice of U.S. law
clauses, and the resultant FMLA liens, in these cases. Owners of ocean-going
vessels are by their nature internationally oriented, sophisticated, and fully
able to protect themselves contractually in their dealings with time charterers
from any perceived unfairness by the possible enforcement of maritime
necessaries liens in U.S. ports.    Further, “recognition of freely negotiated
contract terms encourages predictability and certainty in the realm of
international maritime transactions.” Trans-Tec, 518 F.3d at 1131.
        As a matter of black-letter law under the FMLA, based on the parties’
valid choice of U.S. law and the holdings of this circuit and others, Denmar as
time charterer had authority to bind the vessel in rem for its purchase of
bunkers, and the lien is enforceable in U.S. courts.
       III.   Whether the maritime lien was created by a contractual
              term, rather than by an operation of law

        Bulk Juliana contends that the U.S. choice-of-law provision in the
contract between Denmar and WFS Singapore was an improper attempt to
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create a maritime lien by contract where none can arise except by operation of
law. Rainbow Line, 480 F.2d at 1026. Citing QUEEN OF LEMAN, however,
the district court determined that the maritime lien did not arise simply as a
matter of contract, but as a matter of law under the FMLA. World Fuel Servs.
Singapore, 2015 WL 575201, at *6. We agree. The maritime lien on the vessel
was not created merely by the terms of the Denmar-WFS Singapore contract.
As stated above, the U.S. choice-of-law provision in the contract includes the
FMLA. Because the FMLA creates the authority for a charterer to bind the
vessel through the procurement of necessaries, a valid maritime lien was
created by operation of U.S. law. 3

      IV.    Whether the term “General Maritime Law of the United
             States” includes the maritime lien statute, 42 U.S.C. §§
             31341 and 31342.

      Bulk Juliana asserts that the contract provision choosing the “General
Maritime Law of the United States” incorporates not all U.S. maritime law but
only judicially crafted maritime common law. See McBride v. Estis Well Serv.,
L.L.C., 731 F.3d 505, 507-08 (5th Cir. 2013). Bulk Juliana essentially contends
that the contract relies on “general maritime law,” a term of art limited to
maritime common law. As such, the term excludes statutory maritime liens,
which exist only under the FMLA. Without the express inclusion of the FMLA
in the General Terms, WFS Singapore’s contract did not recognize Denmar’s
authority to bind the vessel for purposes of a U.S. maritime lien.




      3 Bulk Juliana’s reliance on Gulf Trading & Transp. Co. v. The Vessel Hoegh Shield,
658 F.2d 363 (5th Cir. 1981), is misplaced. In Hoegh Shield, as the court noted in QUEEN
OF LEMAN, the contract at issue did not have a choice-of-law provision governing the
existence of a maritime lien. Hoegh Shield, 658 F.2d at 368. The same distinction pertains
to Arochem Corp. v. Wilomi, Inc., 962 F.2d 496 (4th Cir. 1992).

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      Paragraph seventeen of the General Terms provides:

      The General Terms and each Transaction shall be governed by the
      General Maritime Law of the United States . . . [t]he General
      Maritime Law of the United States shall apply with respect to the
      existence of a maritime lien, regardless of the country in which
      Seller takes legal action. . . . .
      Once the validity and enforceability of the choice of law clause were
upheld pursuant to Singapore law, the contract’s interpretation is controlled
by U.S. law. The district court noted that a conclusion that the “General
Maritime Law of the United States” term includes the FMLA is supported by
the general principles of contract interpretation. World Fuel Servs. Singapore,
2015 WL 575201, at *6. The district court stated:

      Clearly WFS chose for its bunker supply contracts the General
      Maritime Law of the United States because it wanted to secure
      payments in the form of maritime liens. To read the language so
      narrowly as to conclude that it includes only maritime common law
      and not maritime statutory law divorces the language from the
      intended meaning behind it . . . . Only where other tools of contract
      interpretation do not resolve the dispute does a court deem a term
      ambiguous and interpret it against its drafter.
Id.; see also Chembulk Trading LLC v. Chemex Ltd., 393 F.3d 550, 555
(5th Cir. 2004) (“A basic principle of contract interpretation in admiralty law
is to interpret, to the extent possible, all the terms in a contract without
rendering any of them meaningless or superfluous.”).

      We agree with the district court. Numerous references in the contract
refer to maritime liens. The bunker confirmation email specified that the buyer
is “presumed” to have authority to bind the vessel with a maritime lien. The
contractual language within WFS Singapore’s U.S. choice-of-law provision
amplifies that: “The General Maritime Law of the United States shall apply
with respect to the existence of a maritime lien.” This language would make
no sense if “General Maritime Law” were construed as a term of art that
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distinguishes between U.S. maritime common law and the FMLA. Paragraph
8(d) of the General Terms provides that: “Any bunkers ordered by an agent,
management company, charterer, broker or any other party are ordered on
behalf of the registered owner and the registered owner is liable as a principal
for payment of the bunker invoice.” (emphasis added). Because the FMLA
provides the exclusive method for a charterer (like Denmar) to bind a vessel
through the procurement of necessaries—the maritime lien—without the
knowledge of the vessel owner, it is a natural inference that the term “General
Maritime Law of the United States” includes the FMLA. Paragraph 8(a) also
warrants that the seller will have and may enforce a maritime lien. Bulk
Juliana’s effort to isolate and artificially constrict the meaning of the choice of
law clause in this contract fails in the face of the contract’s numerous
references to maritime liens.

      In addition to using the tools of contract interpretation, the district court
relied on another district court decision, World Fuel Servs. Trading,
12 F. Supp. 3d at 792, that interpreted an identical U.S. choice-of-law
provision. Tracing the history of American maritime lien law in detail, the
World Fuel Servs. Trading court concluded that the “General Maritime Law of
the United States” necessarily included the FMLA because “the 1971 deletion
of the duty-of-inquiry ‘statutory text’ from the Federal Maritime Lien Act
clearly evidences Congress’s intent to ‘speak directly to [the] question,’ of
whether a supplier of necessaries has a duty to inquire as to the presence and
terms of a charter party.”      Id. at 807 (citations omitted).    Consequently,
“because ‘the general maritime law must comply with [Congress’s] resolution’
of this ‘particular issue,’” the World Fuel Servs. Trading court held that “‘the
General Maritime Law of the United States,’ includes the Federal Maritime



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    Case: 15-30239       Document: 00513449225        Page: 16     Date Filed: 04/01/2016



                                      No. 15-30239
Lien Act.” 4 Id. (citations omitted). The Fourth Circuit affirmed the district
court on the more limited basis that Florida law, alternatively applicable to
this contract under the General Terms, must apply federal statutes pursuant
to the Constitution’s Supremacy Clause. Either way, our decision is consistent
with the result in the Fourth Circuit’s case.

                                       CONCLUSION

       For the foregoing reasons, we AFFIRM the order of the district court
enforcing the maritime lien and REMAND for further proceedings consistent
herewith.




       4 On appeal, the Fourth Circuit “assum[ed], without deciding that . . . the FMLA is
not part of the “General Maritime Law of the United States.” World Fuel Servs. Trading,
783 F.3d at 521. The Fourth Circuit then proceeded under Florida law—as authorized by the
residual language of paragraph 17 of the General Terms—and held that the “Supreme Court
has long stated that ‘a fundamental principle in our system of complex national policy
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.’” Id. (citations omitted).
Therefore, a “choice-of-law provision directing us to the laws of Florida thus encompasses
federal statutory law, including the FMLA.” Id.

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