Polo Ralph Lauren LP (Polo) entered into a bailment contract with Drusco Inc (Drusco) for the manufacture and delivery of 4,643 pairs of trousers. Under the terms of the agreement, Polo sent fabric to Drusco in Florida, which Drusco then cut and pre-assembled, before shipping the fabric pieces to the Dominican Republic to be sewed into finished trousers. Drusco entered into similar arrangements with several clothing manufacturers and combined the trousers from all of them into two large sealed containers that it delivered to Tropical Shipping & Construction Co Ltd (Tropical). Drusco arranged for the return shipment of the finished trousers to Florida, where it would add designer accoutrements before returning them to the manufacturers for sale to retailers.

While en route from the Dominican Republic to Florida, the container containing Polo's cargo was lost overboard in rough seas. General Accident Insurance Co of America (General Accident) paid Polo USD 197,907.80 for its loss. Polo filed a complaint against Tropical in the Southern District of Florida and asserted claims for breach of contract, breach of bailment, and negligence. In a motion for partial summary judgment, Tropical sought judgment on the contract claim, or in the alternative to limit the extent of damages recoverable by Polo to the value of the fabric shipped to Drusco. The Court granted the motion as to the contract claim, on the ground that Polo did not have standing because it was not named in the bills of lading. The Court also granted summary judgment to Tropical on the bailment and negligence claims, finding that they were pre-empted by the Carriage of Goods by Sea Act (COGSA). Polo appealed, challenging the Court's conclusion that COGSA provides an exclusive remedy and that Polo was barred from seeking redress under COGSA.

Held: Affirmed in part. Reversed and remanded in part.

COGSA, enacted in 1936, governs 'all contracts for carriage of goods by sea to or from ports of the United States in foreign trade': 46 USC App § 1312 (1999). The purpose of COGSA was to achieve international uniformity and to redress the edge in bargaining power enjoyed by carriers over shipper and cargo interests by setting out certain duties and responsibilities of carriers that cannot be avoided even by express contractual provision. Although the Act is not explicit, courts have agreed that a plaintiff states a prima facie claim under COGSA by demonstrating delivery of goods in sound condition to a carrier and their subsequent receipt in damaged condition. The burden then shifts to the carrier to establish that the damage was not caused by its negligence.

In this case COGSA applies and provides Polo’s exclusive remedy. COGSA was intended to govern all contracts for carriage of goods between the US and foreign ports. Although the statute is silent on its pre-emptive scope, it states that it does not supersede any laws 'insofar as they relate to the duties, responsibilities, and liabilities of the ship or carrier prior to the time when the goods are loaded on or after the time they are discharged from the ship': § 1311. Because COGSA governs during the time after cargo is loaded and before it is discharged from the ship, the implication from this provision is that COGSA, when it applies, supersedes other laws. A claim in tort cannot proceed when COGSA applies. That COGSA claims are hybrids born of elements of contract and tort does not change the fact that the resulting claim is a unitary statutory remedy rather than an array of common law claims. Therefore COGSA affords one cause of action for lost or damaged goods which, depending on the underlying circumstances, may sound louder in either contract or tort. The District Court properly granted summary judgment on Polo's actions in bailment and negligence.

Polo is not named in the bills of lading. Contracts bind only named parties unless both parties to the contract clearly express and intent to benefit a third party. This rule of strict construction applies with equal force in contracts of carriage. The third party need not be mentioned by name as long as the contract refers to a 'well defined class of readily identifiable persons' that it intends to benefit. The two bills of lading list two different companies in the Dominican Republic as shipper/exporter, Drusco as both consignee and notifying party, and Tropical as carrier. The owner of the goods is not specified anywhere on the forms. The front of the forms, however refers to the 'shipper, consignee and owner of the goods' and the back of the bills of lading uses the phrase 'shipper, consignee or owner of the goods' repeatedly in defining the conditions of the contract of carriage. Polo therefore argued that these recurring references to 'owner of the goods' were intended to benefit Polo.

There was sufficient evidence before the District Court of Polo's ownership of the goods to withstand summary judgment. The references to 'owner of the goods' in the bills of lading bind the owner of the goods to their terms and obligations, and this creates the possibility that Polo would have standing to sue as the owner of the goods or as a third party beneficiary to the bills of lading. This Court does not express an opinion whether Polo ultimately will be able to prove ownership of the lost goods, but the District Court’s grant of summary judgment was improvident.

The District Court's grant of summary judgment on Polo's bailment and negligence claims is thus affirmed. The District Court's grant of summary judgment on Polo's COGSA claim is reversed and remanded for further proceedings.