D.C. No.3:07-cv-03540-BZ HAAS Appeal from the United States District Court for the Northern District of California Bernard Zimmerman, Magistrate Judge, Presiding
The opinion of the court was delivered by: Beezer, Circuit Judge
October 4, 2010-San Francisco, California
Before: Robert R. Beezer, Andrew J. Kleinfeld, and Susan P. Graber, Circuit Judges.
OneBeacon Insurance Company ("OneBeacon") brought suit against Haas Industries, Inc. ("Haas"), under the Carmack Amendment, 49 U.S.C. § 14706, to recover for goods lost during shipping. Following a bench trial, the district court entered judgment in favor of Haas. OneBeacon appeals the district court's holdings that OneBeacon lacked standing to sue under the Carmack Amendment and, alternatively, that Haas limited its liability. We reverse the holding that OneBeacon lacked standing, affirm the holding that Haas limited its liability, and remand for an entry of judgment consistent with the limitation of liability.
OneBeacon is the subrogated insurer of Professional Products, Inc. ("PPI"). Around June 2005, PPI purchased three pallets of computer wafers from Omneon Video Graphics ("Omneon"). PPI requested that Omneon ship the wafers directly to the City University of New York, the end purchaser of the goods. Omneon and PPI agreed that Omneon would ship the wafers FOB Omneon's dock. Therefore, ownership of the wafers had passed from Omneon to PPI when the shipment left Omneon's dock.
Nevertheless, instead of arranging for its own carrier to transport the wafers, PPI authorized Omneon to arrange shipment through Haas, a carrier Omneon frequently used. Omneon and Haas had previously negotiated a fee schedule that applied to all Omneon shipments, and Omneon kept copies of pre-printed Haas bill of lading forms, which Omneon filled in prior to a shipment.
The face of Haas's bill of lading provides blank spaces for details about the shipping arrangement, such as the type and weight of the shipment, the type of service, and the sending and receiving companies. Haas also lists Conditions of Contract Carriage on the reverse side of the bill of lading. The Conditions of Contract Carriage are expressly incorporated into the bill of lading.
The Conditions of Contract Carriage describe the rights and obligations of various parties, including the "Shipper." Among other things, the shipper and consignee are jointly and severally liable for any unpaid shipping charges. Paragraph 1 of the Conditions of Contract Carriage defines "Shipper" as "the party from whom the shipment is received, the party who requested the shipment be transported by Haas Industries, and [sic] party having an interest in the shipment, and any party who acts as an agent for any of the above."
The Conditions of Contract Carriage also describe the extent of Haas's liability for "lost, damaged, misdelivered or otherwise adversely affected" goods. Paragraph 8 states that "in the absence of a higher declared value for carriage," Haas's liability "is limited to a minimum of $50.00 per shipment or $0.50 per pound, per piece." The same paragraph states that "Declared values for carriage in excess of $0.50 per pound, per piece, shall be subject to an excess valuation charge." The face of the bill of lading provides a blank "declared value" box two lines above the shipper's signature. An adjacent line states that the declared value is "agreed and understood to be not more than $.50 per pound, per piece, or $50.00 whichever is higher unless higher value declared and charges paid [sic]."
Haas's bill of lading does not specify the amount of the excess valuation charge, but Haas asserts that it had provided this information to customers. In January 2005, Haas sent a letter to its customers specifying the excess valuation charge. In the letter, Haas informed customers that it had increased the excess valuation charge to $0.70 for every $100 of declared value. The letter reiterated, "Obviously, if you do not declare value on the bill of lading you will not be charged." Haas states that it sent a copy of this letter to each of its customers, ...