written part of the bill is not entirely inconsistent with the printed. The whole may be reasonably and fairly read as meaning that a quantity of manganese had been received on board appearing to amount to thirty-three tons, but that the person signing the bill would not be liable for any deficiency, inasmuch as he had not in fact ascertained and therefore did not know the true weight.59 "The question in this case, relating as it does to the construction of a commercial instrument in general use, is of considerable practical importance. It seems to us that the decision below does not give due weight to the rule which requires the construction of a contract to be made upon a consideration of all its parts and that if possible no clause shall be rejected. The volume and methods of the business of transportation by railroads and transportation lines render it practically impossible in most cases for the carrier to ascertain by examination the contents of packages received for carriage, and when he qualifies his receipt, as in this case, we know of no reason why parties dealing upon bills of lading so qualified shall not be held to notice of the qualification." Sec. 166. (§ 125b.) Same subject- So in Cox v. Bruce,60 Lord Esher said: "It is said that, because the plaintiff's are indorsees for value of the bill of lading without notice, they have another right-that they are entitled to rely on a representation made in the bill of lading that the bales bore such and such marks, and that there is consequently an estoppel against the defendants. That raises a question as to the true meaning of the doctrine in Grant v. Norway.61 It is clearly impossible, consistently with that decision, to assert that the mere fact of a statement being made in the bill of lading estops the ship-owner and gives a right of action against him if untrue, because it was there held that a bill of lading signed in respect of goods not on board the vessel did not bind the ship-owner. The ground of that de 59. Citing, also, Vaughn v. Casks of Wine, 7 Ben. 506; Clark v. Barnwell, 12 How. 282; The Columbo, 3 Blatchf. 521. 60. L. R. 18 Q. B. Div. 147. cision, according to my view, was not merely that the captain has no authority to sign a bill of lading in respect of goods not on board, but that the nature and limitations of the captain's authority are well known among mercantile persons, and that he is only authorized to perform all things usual in the line of business in which he is employed. Therefore the doctrine of that case is not confined to the case where the goods are not put on board the ship. That the captain has authority to bind his owners with regard to the weight, condition and value of the goods under certain circumstances may be true; but it appears to me absurd to contend that persons are entitled to assume that he has authority, though his owners really gave him no such authority, to estimate and determine and state on the bill of lading, so as to bind his owners, the particular mercantile quality of the goods before they are put on board; as, for instance, that they are goods containing such and such a percentage of good or bad material, or of such and such a season's growth. To ascertain such matters is obviously quite outside the scope of the functions and capacities of a ship's captain and of the contract of carriage with which he has to do." This rule was applied in an interesting case62 in the supreme court of the United States. It appeared that one P. was engaged in buying and shipping to Texarkana, Arkansas, from different points in the south, large quantities of cotton. There, under P.'s direction, it was put into a compress house controlled by the carrier and compressed for shipment. P. superintended the weighing, classing and marking of it and selected for shipment the particular bales to be set forward by the carrier to fill orders for it. The carrier was in the habit of issuing bills of lading for this cotton, often in advance of the separation of the particular bales described. Such a bill of lading, reciting the receipt of a large number of bales described as "contents unknown," "marked and numbered as per margin," was sent forward with draft attached, and the draft was paid by the consignee before the receipt of the cotton. When the cotton arrived it did not cor 62. Iron Mt. R'y Co. v. Knight, 122 U. S. 78. respond with the marks and quality indicated on the bill of lading, and the consignee refused to accept it, sold it on account of the carrier, and brought his action to recover the difference. The court held that the bill of lading did not bind the carrier as by a warranty of quality and that the consignee could not recover. Sec. 167. Terms of bill of lading cannot be varied by parol. -But bills of lading, except as to the recital or acknowledgment of the receipt of the goods and of their quality and condition when received, are strictly written contracts between the parties and come within the general rule which prohibits the introduction of parol evidence to contradict or vary such contracts.63 If, therefore, no fraud or mistake enter into their execution, they will be taken as the sole evidence of the final agreement between the parties, and parol evidence of all prior negotiations respecting the terms upon which the goods were received will be inadmissible.64 Where, however, a bill of lading is ambiguous, the ambiguity may be removed by the aid of parol evidence.65 63. Clark v. Barnwell, 12 How. 272; Ellis v. Willard, 5 Seld. 529; The Delaware, 14 Wall. 579; Snow v. Railway Co., 109 Ind. 422; Indianapolis R. R. v. Remmy, 13 Ind. 518; Hall v. Pennsylvania Co., 90 Ind. 459; Bartlett v. Railway Co., 94 Ind. 281; Hostetter v. Railroad Co. (Penn.), 11 Atl. Rep. 609; The Caledonia, 43 Fed. Rep. 681; Hewett v. Railway Co., 63 Iowa, 611; Louisville, etc., R'y Co. v. Fulgham, 91 Ala. 555, 8 So. Rep. 803; Railway Co. v. Moline Plow Co., 13 Ind. App. 225, 41 N. E. Rep. 480; Railway Co. v. Silegman (Tex. Civ. App.), 23 S. W. Rep. 298, citing Hutchinson on Carr.; Railroad Co. v. Richardson, 19 Ky. Law Rep. 1495, 43 S. W. Rep. 465; Davis v. Railroad Co., 66 Vt. 290, 29 Atl. Rep. 313, 44 Am. St. Rep. 852; Kellerman r. Railroad Co., 136 Mo. 177, 34 S. W. Rep. 41; Sonia Cotton Oil Co. v. The Red River, 106 La. 42, 30 So. Rep. 303, 87 Am. St. Rep. 293, citing Hutchinson on Carr.; Portland Flouring Mills Co. v. Insurance Co., 130 Fed. 860, 65 C C. A. 344, affirming 124 Fed. 855. 64. St. Louis, etc., R. Co. V. Cleary, 77 Mo. 634; Long v. Railroad Co., 50 N. Y. 76; Belger v. Dinsmore, 51 N. Y. 166; Collender v. Dinsmore, 55 N. Y. 200; Hinckley r. Railroad Co., 56 N. Y. 429; Turner . Railroad Co., 20 Mo. App. 632. In the absence of fraud or mistake, it must be conclusively presumed that the oral negotiations respecting the terms and conditions upon which the goods were received, and the route by which they are to be forwarded, are merged in the bill of lading. This must be taken as the final repository and sole evidence of the agreement between the parties. Snow v. Railway Co., 109 Ind. Sec. 168. Same subject-Implied obligations cannot be varied by parol.-And not only is such evidence inadmissible to change or vary in any particular the express terms of the contract, but in these instruments, as in all other written contracts, there may be implied obligations as to which the contract may be entirely silent but which result by legal implication or by construction from the very nature of the contract itself; and such implied obligations can no more be varied by verbal evidence than the express written stipulations of the parties. Thus, if goods are delivered to a carrier for transportation to a point beyond his terminus, and there is more than one route by which such point is reached, but the bill of lading is silent as to which shall be employed, he is impliedly authorized to select any usual or reasonably direct and safe route by which to forward them, and parol evidence cannot be resorted to for the purpose of showing that another was intended.66 So, also, if the bill of lading is silent as to the time within which the goods are to be delivered, the law will presume that a reasonable time was contemplated and parol evidence will be inadmissible to negative the presumption thus created.67 422. See, also, Railroad Co. v. Shomo, 90 Ga. 496, 16 S. E. Rep. 220, citing Hutchinson on Carr.; Bedell v. Railroad Co., 94 Ga. 22, 20 S. E. Rep. 262; McEwen v. Railway Co., 109 Ga. 249, 34 S. E. Rep. 281, 77 Am. St. Rep. 371, citing Hutchinson on Carr.; Holten v. Railroad Co., 61 Mo. App. 204; Tallahassee Falls Mfg. Co. v. Railway Co., 117 Ala. 520, 23 So. Rep. 139, 67 Am. St. Rep. 179; Burgher v. Railroad Co., 105 Iowa 335, 75 N. W. Rep. 192; Helm v. Railroad Co., 98 Mo. App. 419, 72 S. W. Rep. 148. 65. The Wanderer, 29 Fed. Rep. 260. 66. Snow v. Railway Co., 109 Ind. 422, citing White v. Ashton, 51 N. Y. 280; Hinckley v. Railroad, 56 N. Y. 429; Simkins v. Steamboat Co., 11 Cush. 102; Hudson Canal Co. v. Coal Co., 8 Wall. 276. The bill of lading, being silent in respect to the line by which the goods are to be forwarded, its ef fect is the same as if a provision was therein inserted that the carrier should have the right to select at his discretion any customary or usual route which was regarded as safe and reasonable. This provision, being thus imported into the contract by law, is as unassailable by parol as any of the express terms of the contract. Snow v. Railway Co., supra. See also, Express Co. v. Fuller, 4 Tex. Civ. App. 213, 23 S. W. Rep. 412. 67. Railway Co. v. Baugh (Tex. Civ. App.), 42 S. W. Rep. 245; Railroad Co. v. Hasselkus, 91 Ga. 382, 17 S. E. Rep. 838, 44 Am. St. Rep. 37. Sec. 169. Same subject.-Where an attempt was made to show a parol contract made before the shipment of the goods or the signing of the bill of lading, that the goods might be stowed on deck, from which they had been lost by being jettisoned in a storm, it was said that "unless the bill of lading contains a special stipulation to that effect, the master is not authorized to stow the goods sent on board as cargo on deck, as when he signs the bill of lading, if in common form, he contracts to convey the merchandise safely in the usual mode of conveyance, which, in the absence of proof of a contrary usage in the particular trade, requires that the goods shall be safely stowed under deck; and when the master departs from that rule and stows them on deck, he cannot exempt either himself or the vessel from liability in case of loss by virtue of the exception of the dangers of the seas, unless the dangers were such as would have occasioned the loss even if the goods had been stowed as required by the contract of affreightment. Contracts of the master within the scope of his authority as such bind the vessel; and the master is responsible for the safe stowage of the cargo under deck, and if he fails to fulfill that duty he is responsible for the safety of the goods; and if they are sacrificed for the common safety, the goods stowed under deck do not contribute to the loss. Ship-owners in a contract by bill of lading for the transportation of merchandise take upon themselves the responsibilities of common carriers, and the master as the agent of such owners is bound to have the cargo safely secured under deck unless he is authorized to carry the goods on deck by the usage of the particular trade or by the consent of the shipper; and if he would rely upon the latter, he must take care to require that the consent shall be expressed in a form to be available as evidence under the general rules of law.” And even where it appeared that the shipper or his agent who delivered the goods to the carrier repeatedly saw them as they were being stowed in that way and made no objection, it was 1. The Delaware, 14 Wall. 579; Creery . Holly, 14 Wend. 28; The Waldo, Daveis, 162; Blacket v. Exchange Co., 2 Cromp. & J. 250; Ar nould on Ins. 776; Lenox v. The Ins. Co., 3 Johns. Cas. 178; Shackleford v. Wilcox, 9 La. 33; Barber v. Brace, 3 Conn. 14. |