This case arose from damage done to an experimental deep-sea submarine during transport between Woods Hole, Massachusetts, and Australia. Woods Hole Oceanographic Institution (WHOI) and the Australian National Maritime Museum (the Museum) agreed that WHOI would lend its submarine, the Deepsea Challenger, to the Museum for two years. The agreement provided that the Museum was responsible for arranging multimodal transportation of the submarine between Massachusetts and Australia and insuring it for USD 5 million, the agreed value of the submarine. The parties also agreed to indemnify each other against all 'actions, claims, suits, demands, liabilities, losses, damages and costs' relating to the agreement.

The Museum retained Ridgeway International Australia Ltd (Ridgeway Australia) to arrange transportation and obtain insurance cover. Ridgeway Australia, in turn, engaged Ridgeway International USA Inc (Ridgeway USA) to co-ordinate and supervise this, and the Museum subsequently provided Ridgeway USA with a power of attorney to perform those duties on the Museum's behalf. The Museum also received a donation from Wallenius Wilhelmsen Logistics (Wallenius), an ocean carrier, to cover the ocean portion of the trip. Regarding the inland leg of the transport, Ridgeway USA contracted with ATS Specialized Inc (ATS) to carry the submarine on a trailer from Woods Hole, Massachusetts, to the port of Baltimore, Maryland, where it was to be loaded onto the Wallenius vessel and shipped to Australia. Ridgeway USA also arranged for Guy Tombs Ltd (GTL) to secure a USD 5 million cargo insurance policy covering the entire transportation of the submarine.

Just prior to departure, GTL obtained a USD 6.5 million single shipment policy from Eagle Underwriting Group Inc. The policy, which was apparently governed by English law, named GTL as an insured, WHOI as the loss payee, and the Museum as the consignee of the submarine. Neither Ridgeway USA nor the Museum were expressly named as insureds under the policy, but the Museum paid the policy premium, and the named insured, GTL, was an entity owned by the same individual who owned 65% of Ridgeway USA, namely, Guy Tombs.

On 7 July 2015, an ATS driver took the trailer to a TravelCenters of America (TCA) in Whitestown, Indiana, complaining of an air leak. A TCA service technician performed an annual Department of Transportation inspection, repaired the slack adjusters on the Trailer's rear axle and attempted to address the driver's complaint of an air leak. The service technician examined the trailer's brakes and other components and, although he failed to identify the air leak, ultimately verified that each component met the requirements to allow the trailer to pass inspection. Accordingly, the trailer was deemed safe and appropriate for transporting cargo.

On 22 July 2015, ATS took possession of the submarine, loaded it onto the trailer and began the trip to Baltimore. The same day, Ridgeway USA forwarded to ATS and WHOI a truck bill of lading, which was to be used for informational purposes only, and which provided that the submarine was to be delivered by ATS to Baltimore, Maryland the following day. The bill of lading contained no terms, conditions, or provisions concerning limitation of liability or choice of law. ATS contended that it also issued its own bill of lading that day, although the other parties disagreed and submitted that it was not produced until several days after the transport. That bill noted Baltimore as the destination, and purported to limit ATS' liability for any loss or damage to USD 1 per pound of cargo weight.

Approximately one hour into the trip, the trailer experienced a single tyre blow-out in its front axle. The tyre was replaced and the trailer parked overnight at another TCA facility in Rhode Island. Just after its departure the next day, however, the left rear wheel well of the trailer caught fire. The fire spread to the submarine and caused substantial damage to it. All parties acknowledge that the fire was caused by some component of the trailer's brake system. The experts dispute, however, which specific mechanism ultimately caused the conflagration.

Among other things, ATS moved for summary judgment against WHOI, the Museum, and Ridgeway USA, requesting that judgment be entered in its favour on all claims and cross-claims asserted against it. ATS argued that the claims against it must be dismissed, because its liability was governed by the Carriage of Goods by Sea Act (COGSA) 46 USC § 30701 ff, which applies a one-year statute of limitations. Because WHOI filed its lawsuit more than two years after the fire, ATS maintained that WHOI's claims were time-barred. ATS contended, in the alternative, that its liability fell within the scope of the Carmack Amendment to the Interstate Commerce Act (49 USC § 14706), which governs the liability of land carriers for lost or damaged goods, and pre-empts state law claims. The defendants also moved, by summary judgment, to preclude WHOI from claiming that the value of the submarine was more than USD 5 million.

Held: The land leg of this shipment is not covered by COGSA. The issue of whether the Carmack Amendment applies is a fact-intensive inquiry that remains heavily contested, so summary judgment is inappropriate. WHOI is estopped from arguing that the submarine is worth more than USD 5 million.

COGSA governs 'contract[s] for carriage of goods between a foreign port and a port of the United States': Greenpack of Puerto Rico Inc v Am President Lines 684 F 3d 20, 23 (1st Cir 2012) (CMI1486). On its terms, the statute covers only 'the interval when the cargo is at sea' and thus, '[w]ithout more, damage that occur[s] on the dock during the land portion of [a] shipment's journey ... would escape COGSA's statute of limitations'. By clear and express stipulation in a through bill of lading or waybill, however, parties to a shipping contract may agree to extend COGSA's terms, defences and limitations to an entire multimodal shipment: Norfolk Southern Ry v James N Kirby Pty Ltd 543 US 14, 29, 125 S Ct 385, 160 L Ed. 2d 283 (2004) (CMI1454) - 'COGSA permits [the parties] to extend the default rule to the entire period in which [the goods] would be under [the carrier's] responsibility, including the period of the inland transport'. Only upon such an agreement will COGSA cover 'both the ocean and inland portions of the transport': Kawasaki Kisen Kaisha Ltd v Regal-Beloit Corp 561 US 89, 94, 130 S Ct 2433, 177 L Ed 2d 424 (2010) (CMI1455).

In this case, ATS contends that COGSA governs its inland transport of the submarine, because it was hired to deliver it to Wallenius as part of a single through shipment, and Wallenius' standard waybill (which was never issued) includes a provision expressly extending COGSA to all modes of transportation utilised during the through shipment. This Court finds that argument unavailing. Wallenius never issued any waybill because the submarine caught fire before it arrived at the Port of Baltimore. Neither it nor Ridgeway USA issued any other document containing contractual language expressly extending the application of COGSA to ATS. Absent such a contract, COGSA is inapplicable to ATS' inland transport of the submarine. The Court is also unpersuaded by ATS' argument that Wallenius' unissued standard ocean waybill governs this dispute. Although courts have concluded that unissued bills of lading may be enforceable in certain circumstances, those circumstances are absent here. Specifically, other courts have held that parties may be bound by the terms of an unissued standard bill of lading or waybill 'where a shipper has common business experience with carriers such that it should know a carrier will issue a custom bill of lading ... [and the] shipper has knowledge as to the contents of a carrier's standard bill of lading': OOO Garant-S v Empire United Lines Co, No 11-cv-1324, 2013 US Dist LEXIS 46329, 2013 WL 1338822 *3 (EDNY 2013) [see CMI292 for the appellate judgment]. Here, however, ATS has proffered no evidence showing that the parties had any prior dealings with Wallenius and/or any other reason to know the contents of its standard waybill. For that reason, the parties are not bound by the unissued bill's terms.

In any event, the record demonstrates that the carriage of the submarine was not intended to be a single through shipment. See Reider v Thompson 339 US 113, 117, 70 S Ct 499, 94 L Ed 698 (1950): 'If the various parties dealing with this shipment separated the carriage into distinct portions by their contracts, it is not for courts judicially to meld the portions into something they are not'. ATS issued its own domestic bill of lading, which made no mention of COGSA, and covered only the land portion of the shipment. Furthermore, that portion of the transport was arranged and paid for by Ridgeway USA, while the ocean transport was donated by Wallenius to the Museum. Given those facts, no reasonable jury could find that the land leg of the shipment was anything other than a separate and distinct transport falling outside of COGSA's scope.