Disclosed agent liability and forum selection clauses: personal liability and Chennai jurisdiction were both negated by contract terms.

An agent signing a bill of lading on behalf of a disclosed foreign principal is not personally liable for the alleged loss unless a contract to the contrary is shown, and no such privity or contrary agreement was established. The bill of lading also contained a jurisdiction clause requiring disputes to be brought only in the contractually chosen forum, and the plaintiff was bound by that term after accepting the bill of lading as the contract. On that basis, the Chennai suit was not maintainable. The stated ratio is that disclosed agency defeats personal liability absent contrary contract, and agreed forum selection clauses govern the place of suit.

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Issues: (i) Whether the defendant, having signed the bill of lading only as an agent of a disclosed foreign principal, could be personally made liable for the alleged loss. (ii) Whether the suit instituted in Chennai was maintainable in view of the jurisdiction clause in the bill of lading.

Issue (i): Whether the defendant, having signed the bill of lading only as an agent of a disclosed foreign principal, could be personally made liable for the alleged loss.

Analysis: The documents showed the plaintiff as exporter, the consignee as Bank of America Trade Operations, and the destination agent as Freightcan Global Inc. The defendant signed the bill of lading only in the capacity of an agent. Under Section 230 of the Indian Contract Act, 1872, an agent is not personally bound by contracts entered into on behalf of a disclosed principal unless there is a contract to the contrary. No such contract was established, and the record did not show privity of contract between the plaintiff and the defendant.

Conclusion: The defendant could not be held personally liable; this issue was decided against the appellant.

Issue (ii): Whether the suit instituted in Chennai was maintainable in view of the jurisdiction clause in the bill of lading.

Analysis: Clause 3 of the bill of lading provided that where the Carriage of Goods by Sea Act of the United States applied, United States law would govern, and in other cases actions against the carrier could be instituted only in the country where the carrier had its principal place of business. The plaintiff accepted the bill of lading as the contract and was bound by its terms. The suit was filed in Chennai against the defendant, who was only the agent of the carrier, notwithstanding the agreed jurisdiction clause.

Conclusion: The suit in Chennai was not maintainable; this issue was decided against the appellant.

Final Conclusion: The appeal failed because the defendant was not personally liable as a disclosed agent and the agreed forum selection clause excluded the Chennai court's jurisdiction.

Ratio Decidendi: An agent of a disclosed foreign principal is not personally liable in the absence of a contract to the contrary, and parties are bound by an agreed jurisdiction clause fixing the forum for disputes.

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