Shipping 2022Law Practical cross-border insights into shipping law 10 th Edition Contributing Editor: Julian Clark Ince
Table of Q&AContentsChaptersPortugal:Improvementsto Lead the European Maritime Industry Cátia Fernandes & Marina Pimenta, CF – Maritime Legal Services Legal Recognition of Electronic Trade Documents: Revolutionising Global Trade in the Digitalised Age Julian Clark & Reema Shour, Ince 11 VdA,Angolain association with ASP Advogados: José Miguel Oliveira & Marcelo Mendes Mateus 19 KegelsBelgium| Advocaten: André Kegels 107 Israel Harris & Co. Maritime Law Office: Yoav Harris & John Harris 202140129115155176188 DardaniItaly Studio Legale: Marco Manzone & Lawrence Dardani 29 LPBrazilLAW | LOPES PINTO ADVOGADOS ASSOCIADOS: Alessander Lopes Pinto 35 TomaselloChile y Weitz: Leslie Tomasello Weitz 41 China Hightime Law Office Shanghai: Green Zhu 48 Q.E.DCuba INTERLEX CONSULTING SRL: Luis Lucas Rodríguez Pérez 55 Cyprus Montanios & Montanios LLC: Yiannis Papapetrou 62 Dominican Republic Q.E.D INTERLEX CONSULTING SRL: Luis Lucas Rodríguez Pérez 69 EldibEgyptAdvocates: Mohamed Farid, Ahmed Said & Ahmed Fahim 74 RichemontFrance Delviso: Henri Najjar 81 HillGreeceDickinson International: Maria Moisidou & Alexander Freeman 87 Hong Kong Tang & Co. (in association with Helmsman LLC): Tang Chong Jun & Vinca Yau 94 208135123147161183195 MoriJapanHamada & Matsumoto: Hiroshi Oyama, Fumiko Hama & Yoshitaka Uchida MoonKorea & Song: Sang-Hwa Lee & Hun Song DingliMalta & Dingli: Dr. Tonio Grech & Dr. Fleur Delia VdA,Mozambiqueinassociation with GDA Advogados: José Miguel Oliveira & Kenny Laisse Nigeria Bloomfield LP: Adedoyin Afun & Michael Abiiba South ShepstoneAfrica& Wylie Attorneys: Pauline Helen Kumlehn Norway Kvale Advokatfirma DA: Kristian Lindhartsen KennedysSpain Law: José Pellicer, Olivia Delagrange & Paula Arias,PanamaPetitFábrega & Fábrega: Jorge Loaiza III Sweden Advokatfirman Vinge KB: Michele Fara, Ninos Aho, Paula Bäckdén & Anders Leissner Poland Rosicki, Grudziński & Co.: Maciej Grudziński & Piotr AFSenegalRosickiLegalLaw Firm: Dr. Aboubacar Fall & Papa Bassirou Ndiaye IncisiveSingaporeLaw LLC: Boaz Chan, Xue Ting Tan, Benjamin Ow & C Sivah 100 ABNRIndonesiaCounsellors at Law: Sahat Siahaan & Ulyarta Naibaho Expert Analysis Chapters 61 Franco,Mexico Duarte, Murillo, Arredondo, Lopez-Rangel (FDMALR): Rafael Murillo Rivas
229215 244222 236LeeTaiwanand Li, Attorneys-at-Law: Daniel T.H. Tsai Turkey TCG Fora Law Office: Sinan Güzel United PrestonKingdomTurnbull LLP: Rob Collins & Natalie Johnston United Arab Emirates Fichte & Co: Alessandro Tricoli, Moaz Forawi & Shehab Mamdouh SewardUSA & Kissel LLP: Bruce G. Paulsen, Hoyoon Nam & Brian P. Maloney
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Legal Recognition of Electronic Trade Documents: Revolutionising Global Trade in the Digitalised Age Reema Shour Julian Clark kind permission Global Legal Group Ltd, London
Introduction On 16 March 2022, the UK Law Commission published its much-anticipated report on electronic trade documents. The report was the result of a consultation process that the Law Commission launched on 30 April 2021, when it published a consultation paper and draft legislation setting out its provi sional proposals for reforming the law to allow for the legal recognition of trade documents such as bills of lading and bills of exchange in electronic form. The fact that the report is 268 pages long reflects the many considerations relating to and numerous issues arising out of any proposed reform of the law in this regard. The Law Commission, a body set up by the UK Parliament to explore potential changes to various areas of law and to recom mend legislative change, undertook this project at the request of the UK Government. This initiative is part of the Law Commis sion’s wider work on cryptoassets and other digital assets. In November 2021, it published a paper on smart contracts. It has also indicated that it plans to publish a consultation paper in the summer of 2022 that deals with conflict of laws and emerging technology. That consultation paper will set out current rules on private international law as they may apply in the digital context and will make recommendations for reform if appropriate. By the time that the consultation on electronic trade docu ments closed on 30 July 2021, the Law Commission had received comments on their proposals and draft Bill from a wide range of stakeholders, including international trade participants, tech companies, lawyers and academics. Notably, the Interna tional Group (IG) of P&I Clubs, the International Chamber of Commerce (ICC) Maritime Bureau, the British Insurance Law Association, the London Maritime Arbitrators Association, the Digital Container Shipping Association (DCSA) and the Law Society of England and Wales were among those who responded to the consultation.
The Law Commission also met or otherwise corresponded with a number of individuals and organisations in relation to the project, including the Bank of England, Lloyds of London, HMRC, UK Chamber of Shipping, the United Nations Commis sion on International Trade Law (UNCITRAL), Global Ship pers Forum, SWIFT, the ICC and the IG. This chapter seeks to put this development in context. We set out the background to the proposed legal reform, high light some issues currently arising from the predominant use of paper trade documents, discuss a number of ongoing interna tional and industry initiatives to digitalise trade, identify exam ples of current electronic trade document systems, summarise the Law Commission report’s recommendations and consider the way forward.
The Background According to the Law Commission, international trade is worth around £1.266 trillion to the UK. Moving goods internation ally requires transport, insurance, finance and logistics services, all of which have traditionally relied on paper documents. For a shipment of goods by sea, the documentation required can typi cally include: an invoice and packing list issued by seller; bill of lading or other transportation document issued by carrier; certificates of quantity and quality issued by surveyors; insur ance certificate issued by cargo insurers; and a certificate of origin issued by the local chamber of commerce. There will also normally be other related documents such as sale contracts, trade finance documents, etc. Tendering the correct shipping documents is a requirement under many international sale contracts, such as CIF contracts. They will also be essential under letters of credit set up to pay for the However,goods.preparing, transmitting and checking these docu ments is both time consuming and costly. The documents can contain mistakes and may be forged. Furthermore, problems can arise if the vessel reaches the discharge port before the docu ments have made their way through the chain of sellers, buyers and their respective banks. The frequency with which misde livery claims are made, and the difficulties surrounding the use of letters of indemnity to permit delivery without production of original bills of lading, only serve to illustrate the problem. There have also in recent years been a number of huge frauds in Asia involving forged warehouse receipts. In February 2022, in one such case, the English court awarded damages of around US$284 million. A single trade finance transaction can involve 20 parties and between 10 and 20 paper documents amounting to over 100 pages. The DCSA has estimated that over 16 million original bills of lading were issued in 2020, 99% of which were paper bills. Given that global container shipping is estimated to generate billions of paper documents a year, using electronic trade documents could therefore have significant financial, environmental and efficiency benefits. Indeed, the ICC has estimated that digitalising trade documents could generate £25 billion in new economic growth by 2024, and free up £224 billion in efficiency savings.
However, despite the size and sophistication of the interna tional trade sector, many of the processes and the applicable laws are based on working practices developed by traders hundreds of years ago. They are therefore outdated in an increasingly digi talised commercial environment. By way of example, English law provides significant rights and entitlements to an entity that is the “holder” or has “possession” of a trade document but does not allow an electronic document to be possessed for these purposes. Hence, the ongoing reliance on paper documents.
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Chapter 1 1
In July 2017, UNCITRAL adopted the Model Law on Elec tronic Transferable Records (MLETR). MLETR can be used by domestic legislatures as a basis for their own legislation. It seeks to enable the legal use of electronic transferable records both domestically and across borders if they are functionally equiva lent to transferable (i.e., paper-based) documents or instruments. Such transferable documents typically include bills of lading, bills of exchange, promissory notes and warehouse receipts.
Initiatives to Digitalise Trade
The Global Importance of English Law and Jurisdiction
English law reform on electronic trade docu ments is likely to pave the way for advancing the digitalisation of trade and trade documents worldwide. It will also promote technology innovation in the UK and globally and enhance the UK’s financial and professional services sectors.
A great majority of international commercial transactions are governed by English law as the law of choice. This makes English commercial law influential such that any changes to it will be significant beyond the UK. English common law is the most widespread legal system in the world, including in the Commonwealth countries, Hong Kong and Singapore. It also influences the jurisprudence of many other jurisdictions. Sarah Green, the Commissioner who led the Law Commis sion’s project, has stated that feedback received during the consultation process indicated that other jurisdictions were watching developments in the UK and aiming to follow suit. Ms Green has therefore suggested that a change in the law would be a “game changer”, because reforming English law is likely to be a tipping point for the wider use of electronic trade docu ments globally. The certainty provided by English court decisions and the system of English judicial precedent have also made English law an attractive choice in international contracts. English dispute resolution for shipping and trade continues to predominate, notwithstanding Brexit and competition from other jurisdic tions. London also continues to play a central role as a global financialConsequently,centre.
2 Legal Recognition of Electronic Trade Documents: Revolutionising Global Trade in the Digitalised AgeShipping Law 2022 © Published and reproduced with kind permission by Global Legal Group Ltd, However,LondonEnglish law (both statute and common law) does not currently recognise electronic documents as being capable of “possession” because they are intangible assets. In 2007, the House of Lords in OBG v. Allan held that choses in action could not be the subject of the tort of conversion. If choses in action could not be converted, then they could not be possessed. In the House of Lords’ view, any change in the law had to be left to Therefore,Parliament.for example, the holder of an electronic bill of lading cannot enforce a right to demand delivery of the goods in question in the same way that the holder of a paper bill would be able to do. While some parties to electronic bills of lading may have entered into a contractual arrangement allowing the holder of the electronic bill to have similar rights to the holder of a paper bill (discussed in more detail below), this would be an ad hoc agreement rather than a right enshrined in law. Such contractual workarounds are useful; however, they have not yet been legally tested in the English courts. They are also only binding against the parties to the agreement, whereas posses sion of a paper bill gives the holder proprietary rights against third parties. Therefore, ad hoc contractual arrangements cannot adequately replace statutory rights. In 2017, in Glencore International v. MSC Shipping , the English Court of Appeal expressed its view that if modern technolog ical solutions were to be used in place of paper, then this had to be provided for by statute or expressly agreed in contract. In that case, Glencore held the original paper bills of lading. It sued the carrier, MSC, for the loss of two containers shipped from Australia to Belgium. MSC operated an electronic release system (ERS) at Antwerp. Under the ERS, Glencore (or its agent) would present original bills when the vessel arrived at Antwerp. MSC would then issue a unique PIN for each container. Glencore’s agent could collect the containers from the port by entering the correct PIN. One shipment resulted in the theft of two containers from the port, presumably by someone who accessed the PINs. MSC argued that the ERS was the functional equivalent of delivery and that its liability ended when it issued the PIN for each container. The contract of carriage made no reference to ERS. The Court of Appeal held MSC liable. It is also worth noting that the Rotterdam Rules, which never came into force, came about because the prevailing legal regime governing the international carriage of goods by sea was considered to lack uniformity and failed to adequately take into account modern transport practices, including the use of elec tronic transport documents.
The Current Law A bill of lading traditionally fulfils three key functions: (i) it acts as a receipt for the shipment of the goods; (ii) it provides evidence of the terms of the contract between the carrier and the cargo owners; and (iii) it serves as a document of title. The status of a bill of lading as a document of title, and the concept of transfer of rights to allow a consignee or endorsee to sue the carrier for loss or damage to the cargo, was recognised by the Bills of Lading Act 1855, which was subsequently replaced by the English Carriage of Goods by Sea Act 1992. Under English law, paper documents are capable of “posses sion” because they are tangible assets. Consequently, they provide a number of legal rights and remedies. In addition to being able to demand delivery of the goods and having title to sue, such rights can include taking security in the form of a lien, rights of bailment over the goods or claiming for wrongful interference with the goods (conversion). Furthermore, banks that finance trade transactions will often take security over the goods until they have been paid by their customer by taking a pledge of the bill of lading which gives them constructive possession of the goods.
In light of the trade disruption caused by the pandemic, the ICC called on governments to temporarily remove legal restric tions on electronic trade documents. Subsequently, it has been encouraging governments worldwide to adopt MLETR. In October 2021, the ICC published its Uniform Rules for Digital Trade Transactions. In April 2021, a G7 framework was agreed to promote the adoption of MLETR. On 22 October 2021, the G7 Trade Ministers’ Digital Trade Principles were published and stated The progressive digit alisation of the global economy was inevitable, but was accelerated as a result of the restrictions on travel and free movement introduced by governments and other authorities in response to the COVID-19 pandemic. As a matter of necessity, those in the international shipping and trade sectors had to rely on digital commerce and discovered its potential advantages and Furthermore,benefits.inrecent years, emerging technologies such as distributed ledger technology (DLT) have made trade based on electronic documents increasingly possible. However, unless there is legal reform that allows and provides for technological developments and digitalisation, there will be slower uptake of electronic trade documents and the global trade economy will not reap the full benefits.
The Law Commission’s Report
5. A transfer of the document must transfer both the docu ment itself and the ability to control the document, so that any person who was able to exercise control prior to the transfer can no longer do so after the transfer.
1. The electronic document should contain the same infor mation as a paper trade document.
There are currently a number of proprietary systems that enable registered users to create, transfer and receive an elec tronic bill of lading and other shipping documents in a manner that is both secure and has a unique holder at any one time. The transmission of rights and liabilities simultaneously with the transmission of electronic documents is governed by contractual arrangements between members and the proprietary system. Until February 2010, the rules of all the IG P&I Clubs expressly excluded liabilities for cargo carried under electronic documenta tion insofar as such liabilities would not have arisen if paper bills had been used. While this remains the default position, the rules have been gradually relaxed and the IG P&I Clubs have formally recognised and approved a number of electronic trading systems, so that the usual P&I liabilities will be covered, bar exclusions. So far, seven systems have been approved: essDOCS; Bolero; E-Title; edoxOnline; CargoX; WAVE; and TradeLens.
2. It should be stored on a reliable system that meets certain standards in the way that it operates.
While a number of technological solutions are currently in use, they have not been as widely adopted as they could be, partly due to conservative attitudes among potential participants, but also because of the uncertainty surrounding the legal status of elec tronic trade documents. There are additionally concerns over how such systems will be adopted across many different jurisdic tions with divergent laws and involving a wide variety of partic ipants, including traders, buyers, carriers, producers, insurers, surveyors and banks. Participants must also be confident that the electronic records can be transferred safely and securely. There are additionally potential costs implications associated in training on new systems and developing and refining new internal processes. These are, however, arguably transitional costs. A detailed review of the way in which the technology works is beyond the scope of this chapter. Essentially, however, some systems (non-DLT) involve a central registry system and multi partite contractual arrangements. Users open accounts that are accessed with passwords or other security credentials. Documents with unique identifying characteristics are allocated to a specific user account and the user can hold or transfer the document.
3. The document must be adequately protected against unau thorised interference and alteration.
On 11 November 2021, Singapore’s Infocomm Media Devel opment Authority (IMDA), the Monetary Authority of Singa pore (MAS) and the Financial Services Regulatory Authority (FRSA) of Abu Dhabi Global Market (ADGM), in collabora tion with various commercial partners, concluded the world’s first cross-border digital trade finance pilot. In February 2022, DCSA, the International Association of Freight Forwarders Association, the Baltic and International Maritime Council, ICC and SWIFT formed the Future Interna tional Trade Alliance (FIT Alliance), which will focus on stand ardising digitalisation of international trade. The legal equivalency of electronic transferable records and the validity of electronic signatures have also been recognised in the US through legislation at both the state level and federal level. Several countries have also concluded specific digital economy or digital trade agreements. On 29 November 2021, the UK and Singapore governments signed three Memoranda of Understanding on Digital Trade Facilitation, Digital Identi ties and Cyber Security. In February 2022, it was confirmed that the UK and Singapore had reached final agreement on a Digital Economy Agreement, which will come into force when the rele vant domestic procedures are completed. A similar agreement with Australia came into force in December 2020. There is also the Digital Economy Partnership Agreement (DEPA) between Chile, New Zealand and Singapore, which came into force in December 2020. Several countries, including Canada, China, Korea and the UK, have indicated that they are potentially inter ested in joining DEPA. On 14 December 2021, various members of the World Trade Organization (WTO) announced that they were negotiating an e-commerce initiative through a Joint Statement Initiative.
7. As well as being able to identify the original document, it should also be possible to identify those who are able to exercise control over it. that governments and industry should promote the digitalisa tion of trade-related documents. To date, however, MLETR has been adopted by only six states, including Abu Dhabi, Bahrain andInSingapore.April2020, the International Trade and Forfaiting Asso ciation launched its Digital Negotiable Instrument Initiative. This proposes specifications for electronic documents in order to create functionally equivalent electronic negotiable docu ments that operate in the same way as paper bills of exchange or promissory notes.
3Ince Shipping Law 2022 © Published and reproduced with kind permission by Global Legal Group Ltd, London with t ransfers recorded on a secure ledger. These systems are not administered centrally but are proprietary systems that place control of the electronic document in the hands of the user with knowledge of the “private key”. They create electronic docu ments for shipping, trade and finance that mimic the key prop erties of paper documents and also offer the option of making the content of electronic documents visible only to the relevant parties so as to safeguard confidential information.
4. Although multiple parties might have access to and control over the document, it should not be possible for more than one person to exercise control over the document.
6. It must be possible to distinguish the original document from any copies and other documents.
DLT-based systems (blockchain is a form of DLT) allow elec tronic documents to be transferred between the participants,
Electronic Trade Document Systems
The Law Commission in its report and draft Bill focused on seven types of trade documents in respect of which it recom mended legislation to allow them to be used in electronic form: ■ Bills of exchange. ■ Promissory notes. ■ Bills of lading. ■ Ship’s delivery orders. ■ Warehouse receipts. ■ Marine insurance policies. ■ Cargo insurance certificates. However, it also recommended that any legislation should allow for other types of trade documents (with certain exclu sions) to be in electronic form where possession was relevant for a person to claim performance of an obligation. As to the “gateway” criteria, in summary these are as follows:
The Law Commission chose to adopt a minimally interven tionist approach and to create a facilitative, as opposed to mandatory, regime. It decided that possession should be the operative concept and that electronic trade documents should be capable of being possessed and should be subject to the same laws and practices as paper documents if they meet specific criteria. This approach would make paper and electronic docu ments functionally equivalent.
Comment On 10 May 2022, the UK Government announced that an elec tronic trade documentation Bill was part of its legislative agenda for the 2022–2023 parliamentary session. However, even if the proposed reforms are implemented during that time, it is the view of some in the industry that it will take many years before elec tronic trade documentation is the norm. Some of the stakeholders consulted by the Law Commission estimated that about 80% of trade documentation would be issued electronically by 2030, whereas others suggested a figure of only about 10%. The reality is probably somewhere in the middle. By 2050, some proposed a figure of 99%, whereas others thought 50–60% only. Generally, the consultees thought that there would only be significant move ment when laws became aligned globally and that uptake would depend on the approach taken by other key jurisdictions.
Further, as the Law Commission itself recognised in its initial proposals for reform, allowing for electronic trade documents in law will not be the end of the matter. There are practical considerations for parties to address and the international trade industry will need to work on making different platforms for electronic trade documents interoperable and standardised as far as technologically possible. Some financial institutions participating in the consultation process commented that trade financiers are cautious and risk averse. Banks are said to be currently assessing the risks of using electronic trade solutions and uptake might be slow. Trade financiers are also reluctant to invest in a process that is still not widely adopted.
As to formalities, the Law Commission indicated that an elec tronic document could satisfy any requirement for a document to be in writing, that an electronic signature would be sufficient to satisfy a requirement for a signature on the document, and that any legislation should provide that an electronic document could be indorsed (without defining indorsement). The Law Commission noted that a number of issues could arise in cross-border transactions, including situations where other jurisdictions might not recognise the validity of electronic trade documents. Such issues would be dealt with in a separate project on the private international law aspects of digital assets generally, as mentioned above. However, the Law Commission did recommend that provi sion should be made for change of medium to allow an elec tronic trade document to be converted into a paper document. This would address the potential problem of different juris dictions recognising electronic documents to varying extents. However, the document in its new form should contain a state ment that it has been changed to help maintain an audit trail of the document and so that the transferee can ascertain the docu ment’s genuineness. Further, any contractual or other require ments as to change of medium should be complied with (e.g., authorisation of the original issuer of the document). Where a document has been converted, the old form should cease to have effect and all rights and liabilities should continue to have effect in relation to the document in its new form. In keeping with its non-interventionist attitude, the Law Commission’s recommendations are not based on the function ality of any particular technology or system. It highlighted that the requirements could not only be met with one particular type
4 Legal Recognition of Electronic Trade Documents: Revolutionising Global Trade in the Digitalised AgeShipping Law 2022 © Published and reproduced with kind permission by Global Legal Group Ltd, London of technology. Rather, the recommended reforms are aimed at accommodating future technologies, fostering innovation and allowing more flexible commercial arrangements to be agreed. This would also avoid the risks of referring to current technol ogies that might become outdated or obsolete and of excluding other potential solutions.
The Law Commission declined to provide a comprehensive definition of possession. It emphasised that possession is a common law concept that is infinitely flexible and highly fact specific. It comprises two elements, namely factual control and an intention to exercise such control, both objectively assessed. Such an assessment was best left to the courts, assisted by case law. The Law Commission simply recommended that the law should provide that an electronic trade document satisfying the relevant criteria is capable of being possessed for these purposes. Further, the Law Commission did not specify when the transfer of possession of an electronic document would be deemed to have occurred. This would depend on the system being used for the transaction and potentially what had been agreed in this regard by the parties. Again, this was best dealt with by the courts and by adapting existing principles of the commonImportantly,law.
the Law Commission indicated that if electronic documents could be possessed, then they could be the subject of possessory concepts such as bailment, liens and conversion.
It must, however, be acknowledged that work has been under way for some time to establish international technical standards and documents which conform to them (e.g., the ICC Digital Trade Standards Initiative). There are also a significant number of technical projects aimed at using blockchain and other DLT in international trade. While the pandemic may have delayed some of these projects, it also highlighted the importance of seeing them to fruition. Irrespective of how long it eventually takes, ultimately the future of international trade is digital. It is also noteworthy that the Law Commission has expressed its confidence in the English courts, relying on English common law and judicial authorities, to resolve any uncertainties that might arise in interpreting and applying concepts such as posses sion and transfer of possession.
Reema Shour has been a professional support lawyer since 2009, having previously pursued a fee-earning career in shipping, trade and commodities, marine insurance and dispute resolution. Reema produces and co-edits the firm’s external shipping and trade publications and has also contributed to various other external publications, including Getting the Deal Through, World Arbitration Reporter and Chambers Shipping Guide She speaks five languages and works closely with the firm’s global shipping, trade, marine insurance and dispute resolution teams, providing research, knowledge management, marketing and training support.
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Ince Aldgate Tower, 2 Leman Street London, E1 8QN United Kingdom Tel: +44 20 7551 8641 Email: ReemaShour@incegd.com URL: www.incegd.com
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Ince Shipping Law 2022 Julian Clark is the Global Senior Partner at Ince, with responsibility for the firm’s practice sectors and client base both in London and interna tionally. He is himself an internationally recognised leader in shipping and international trade, with over 30 years of experience in mediation, arbitration and litigation. Julian has for over 15 years been ranked in the world’s leading legal reference guides, including Chambers and Partners 2020, where he is described as being “recommended in the market for his strong relationship with P&I Clubs”, The Legal 500, where he is ranked as a member of the Hall of Fame, the US publication Super Lawyers and Who’s Who Legal, who rank him as a “Global Leader”.
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