signed; otherwise if the bills of lading come into the hands of third parties who have no notice of the terms of the charter, the shipowner will only have a lien on the cargo for the amount of freight named in the bills of lading, and his claim for the balance will be against the charterer, who may in the meantime have become insolvent, or otherwise unable to pay, or may be a foreigner residing out of the бы jurisdiction of the British Courts.

The freight should be made payable in cash on delivery, if it is desired to have a lien on the cargo to secure payment of the freight. If the freight is payable after delivery of the cargo the lien is lost, although the merchant may have become insolvent in the meantime. If it is to be payable by bills, approved bills should be named, if that is intended.

The word "days" in a charter (without specifying whether working" or "running" days) is considered by law to mean running days, and Sundays therefore are counted, unless by the custom of the port (as at London, for instance) it is the invariable practice to reckon only working days, then working days only will be reckoned, unless otherwise stated in the charter. If it is agreed that only working days are to be counted as lay days, that mode of reckoning will not extend to the demurrage days. After the ship is on demurrage, all days are counted.

If a certain number of days are to be allowed for "loading and discharging," it should be clearly expressed that the number stated is the whole of the time allowed for completing both objects, or the merchant may be entitled to the specified time for loading, and the same for discharging.

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The exception which exempts the shipowner from liabilities from dangers and accidents of the seas, rivers, and navigation," has been held to mean only permanent dangers and accidents, and not mere temporary impediments, such as want of water in rivers caused by long continued drought or neap tides; therefore, in the absence of any special stipulation to the contrary, the shipowner takes the risk of having to wait for sufficient water to enable him to reach the port to which he is to proceed.

The charterer has power to sublet either the whole or any part of

the ship to another, and, therefore, if it is intended to prevent him from doing so, it must be so stated in the charter.

If the charter states that the charterer is an agent, and will not be liable after the cargo is shipped, and it turns out that he is in reality the principal, he will be liable, notwithstanding the stipulation in the charter to the contrary.

If the ship is to carry a deck load of timber, or other merchandise, the shipowner will be liable to bear his share of the loss, in general average (if it is usual in the trade*), if it is jettisoned, and he cannot recover the amount from his underwriters. To protect the shipowner, therefore, it is necessary that the charter should state that the deck load is to be entirely at the merchant's risk, if that is intended. By Section 451 of the Merchant Shipping Act, 1894, no British or foreign ship may under penalty arrive in the United Kingdom, between the last day of October and the 16th day of April in every year, carrying a deck load of timber unless the act was necessary or justifiable under the circumstances.

The charter should always contain the usual clause which exempts the shipowner from liability for loss by perils of the sea, &c.

If the ship is chartered for a lump sum, the draught of water should be named in the charter, to prevent the charterer from overloading the ship.

The charter should always provide for a full cargo, if that is intended, otherwise the charterer will only be liable to pay freight on the quantity of goods which he actually puts on board, unless he has agreed to pay a lump sum, at the rate of so much per ton of the ship's capacity, and not according to the quantity of cargo actually carried.

The penalty usually inserted at the end of the charter does not increase the liability of either party in case of a breach of the charter. The person suing on the clause cannot recover more than the amount of damage he has actually sustained, unless it is stated in the charter

* By the York-Antwerp Rules, as revised in Liverpool, in 1890, it is provided that no jettison of deck cargo shall be made good as general average.

that the amount named for the penalty is to be considered as the amount of "liquidated" (or ascertained) damages in case the charter should be broken, and it is clear that the parties intended the penalty to be the measure of the damage for the breach of contract. The naming of a penalty in the charter, however, will prevent the party who sues from recovering more than that amount, on the ground that he has himself estimated the maximum amount of the damage he would sustain by the breach of contract, by inserting that sum in the charter.

The clause sometimes inserted in charter parties which stipulates that the cargo shall be bound for the performance of all the conditions of the charter is also practically useless; and whether the charter contains this stipulation or not, the shipowner can only hold the cargo until he is paid those sums for which the law gives him a lien on the cargo. Thus, even without such a provision in the charter, the shipowner can detain the cargo for payment of the freight, general average, &c.; and, if the clause is inserted, he cannot detain the cargo for payment of any charge for which he has not by law a lien on it, such as demurrage, dead freight, or damages for breach of contract, &c. ; but he must enforce these claims by actionat-law, unless the charter stipulates that he is to have a lien on the cargo for these claims, and in that case, of course, he can detain the cargo till the amounts are paid.

There is sometimes a clause inserted by which the charterer's liability is to cease on the shipment of the cargo: the shipowner to look to the cargo only for the freight and demurrage which may become due at the port of discharge. And it has been held that such clause exempts the charterer from liability, even although he be also the consignee of the cargo.

PROVISIONS AS TO DEPTH OF WATER, ETC.

If there be any doubt as to the sufficiency of water at the proposed port of discharge, a provision should be inserted in the charter that the merchant shall, if necessary, lighten the ship on arrival at his own expense and risk, otherwise the vessel may have to wait for a

suitable tide to enter the harbour, and the shipowner would have no claim against the merchant for demurrage for the delay.

The shipowner should make inquiries as to the depth of water, &c., at the port to which it is proposed to send the ship, and should not rely on any verbal statements made by the merchant as to how much water there is. If the merchant says there is sufficient water, and it is intended that he should be bound by this statement, he should insert it in writing in the charter, either by saying that the ship is to be lightened at his expense and risk, as named above, or by saying that the lay days are to commence from arrival at the entrance of the port of loading or discharge.

The words " as near thereto as she may safely get," mean as near as the ship can get, unless prevented by some permanent obstruction. The ship may, therefore, have to wait for a spring-tide, unless the charter says "so near as she may safely get immediately after arrival off the harbour," or other equivalent words. It has been held that the words "as near thereto " must be taken with reference to the port as to which the parties were contracting, and inasmuch as the contract in question related to a tidal harbour, those words had to be explained with reference to that fact. That is, the parties must be assumed to have taken into consideration that in a tidal harbour the ship could reach places within the limits named, at certain states of the tide only, and the delay was no delay on the part of the freighter, but was inevitable, as the water was low when the ship arrived off the harbour. But still, if it is the regular custom of the port to unload or lighten the ship before she gets to the quay, the merchant will be bound to do it in the usual way.

If the ship is chartered to load at a certain place, or so near thereto as she may safely get, and there take a full cargo," this has been held to mean a place to which the ship can safely get, and from which, when loaded, she can safely get away at a suitable tide, and if necessary the merchant is bound to load a part of the cargo in the roads at his own expense.

WARRANTIES.

If the shipowner does not carry out the provisions of the charter, it is often a matter of considerable importance to decide whether a merchant has a right to abandon the charter altogether, or whether he still remains bound to fulfil his own part of the contract, with the right to bring an action for damages against the shipowner. This will depend upon whether the stipulation which has been broken by the shipowner is a condition precedent (or warranty) or not. A condition precedent is a condition which is, by the terms of the charter, to be performed by the one party before the other party becomes liable to perform his part of the contract at all. If any stipulation, therefore, which amounts to a condition precedent, has not been complied with by the shipowner, the merchant has a right to abandon the contract altogether, and he can also sue the shipowner for damages for his breach of contract; but, on the other hand, if the matter does not amount to a condition precedent, the merchant will be bound to carry out his part of the contract, and can only sue the shipowner for damages.

Statements in the charter which amount to a warranty, must be strictly complied with. Thus, if the charter describes the ship to be classed A1, that is considered to be a warranty that the vessel is A 1, and if she is not so, the charterer can repudiate the contract. It is, however, a sufficient compliance with the warranty if the vessel is A 1 at the time the charter is signed; for a statement to the above effect does not imply that she shall continue so during the voyage, or even until she arrives at her place of loading. If the ship is described to be then at a certain place, that is also considered a warranty, and her locality must be correctly stated. In a case where the vessel was described to be "now at sea, having sailed three weeks ago,' the vessel having only sailed a fortnight, the charterer was released from his contract. In another case, the vessel was stated in the charter to be "now in the port of Amsterdam," whereas, in fact, she was not there on the day the charter was signed, but was at sea sixty-two miles distant, and reached Amsterdam the next day. In