LEGAL PRINCIPLE: COMMERCIAL LAW – Bill of Lading – Passing of Property – Intention of Parties Required
PRINCIPLE STATEMENT
Property in the goods passes not by the mere assignment and delivery of the bill of lading but by the contract between the assignor and the assignee, or otherwise between the consignor and the consignee, or indorser and indorsee by which it is intended that the property should pass.
RATIO DECIDENDI (SOURCE)
Per Uwaifo, JSC (adopted by Achike, JSC), in Boothia Maritime Inc. & Ors v. Fareast Mercantile Co. Ltd. (2001) NLC-901999(SC) at p. 20; Paras C–E.
"Property in the goods passes not by the mere assignment and delivery of the bill of lading but by the contract between the assignor and the assignee, or otherwise between the consignor and the consignee, or indorser and indorsee by which it is intended that the property should pass."
EXPLANATION / SCOPE
Property in goods does not pass merely by assignment and delivery of a bill of lading. The parties’ intention, expressed in their contract, determines when property passes. The bill of lading is evidence of title but not the sole determinant. The court examines the contract between assignor/assignee, consignor/consignee, or indorser/indorsee. The intention may be express or implied from circumstances. The bill of lading facilitates transfer but does not itself effect the passing of property. The principle aligns with the Sale of Goods Act—property passes when intended. The bill of lading is a tool, not the transaction itself. The underlying contract governs. Delivery of the bill without intent to pass property does not transfer ownership.