If the charter is for various different kinds or qualities of goods, the proportion of each which it is intended to load should be specified, if this is not done, the charterer will be entitled to load the goods in any proportion he pleases.

If the charter party stipulates that the captain is to sign bills of lading at any rate of freight, it should also provide for the payment of the difference between the charter freight and the bill of lading freight in cash at the port of loading before the bills of lading are 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.

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. it is to be payable by bills, approved bills should be named, if that is intended.

If

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 the Sunday happens to be either the first or last of the days, or if 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 de

murrage 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.

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; 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 doing so, it must be so stated in the charter.

A clause is sometimes inserted in charters to the effect that the liability of the charterer is to cease as soon as the cargo is shipped. The effect of this clause seems to be doubtful, for in one case it was held by the Court of Queen's Bench that, notwithstanding this clause, the charterer was liable for demurrage becoming due, day by day, during the shipment of the cargo; and in another case, where the charter contained a similar clause, it was held by the Court of Common Pleas that the charterer was not liable for demurrage. 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, not

withstanding 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 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.

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 ship from being overloaded.

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 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 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. 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 which is also sometimes inserted, by which the merchant says that the cargo shall be bound for the performance of all the conditions of the charter is also inoperative; 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, any lien on it, such as demurrage, dead freight, or damages for breach of contract, &c. ; but he must enforce these claims by action-at-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.

PROVISIONS AS TO DEPTH OF WATER, &C.

If there is any doubt whether there will be sufficient water at the proposed port of discharge, a provision should be inserted in the charter that the merchant has to lighten the ship on her arrival at his own expense and risk, so that she can immediately enter in safety, and without having to wait for a spring tide, 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.

If no stipulation of this kind is contained in the charter, it is the duty of the shipowner to make inquiries as to the depth of water, &c., at the port to which it is proposed to send the ship; and he 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 she is to discharge afloat, at a safe berth, if that is the agree

ment.

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. Mr. Justice Coleridge, in giving judgment in the case of Parker v. Winlo, said, "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 this case relates to a tidal harbour, those words must be explained with reference to that. 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 in this case 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 wharf." 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.

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.