The opinion of the court was delivered by: BONSAL
This is an action for cargo damage. Plaintiff Robin Hood Flour Mills, Ltd. (Robin Hood) is a Canadian corporation based in Montreal which deals in bulk lots of American and Canadian flour for export. It is a subsidiary of International Milling Company (International), a Delaware corporation based in Minneapolis. International Milling Company, Limited (International, Ltd.) is a subsidiary of Robin Hood. Lake Milling Company is a trade name used by Robin Hood in its export business. Defendant Dalton Steamship Corporation (Dalton) is a Texas corporation with offices in Houston and New Orleans, engaged in business as a steamship agent (Plaintiff was unable to obtain jurisdiction over the other named defendants and they are not involved in this action).
Robin Hood shipped flour under its own name, in the name of International Ltd., and in the name of Lake in December of 1961; space for these shipments was engaged with defendant Dalton through Robin Hood's and International's freight forwarder, H. L. Ziegler & Co. (Ziegler). The shipments were made aboard the S/S CATALINA S, though Robin Hood ordered space to be booked on the S/S BAHAMA PEARL. It appears that the name of the CATALINS S was to be changed to BAHAMA PEARL, but that the change of name had not taken place at the time of the shipments. The shipments failed to reach their destinations, and Robin Hood brought this action, alleging that Dalton was a 'carrier' under the Carriage of Goods by Sea Act (COGSA), 46 U.S.C. § 1300 et seq., and that Dalton had breached its warranty of authority to represent Talco, Inc., whose bills of lading had been uned by Dalton for the shipments in suit.
The dealings between the parties commenced several months before the shipment in suit, after Dalton in August 1961 issued the following notice:
DALTON STEAMSHIP CORPORATION SHIP AGENTS AND BROKERS
TO ALL FREIGHT FORWARDERS AND SHIPPERS:
WE ARE PLEASED TO ADVISE THAT WE NOW HAVE A REGULAR SERVICE FROM THE PORTS OF NEW ORLEANS AND HOUSTON TO BARBADOS, TRINIDAD AND CURACAO. OUR FIRST SAILING WILL BE THE S.S. 'BAHAMA PEARL' WHICH IS SCHEDULED TO SAIL FROM NEW ORLEANS ON OCTOBER 20TH. AND HOUSTON ON OCTOBER 23RD. WE WILL HAVE SAILINGS ONCE A MONTH.
THIS BEING AN INDEPENDENT SERVICE WE ARE IN A POSITION TO NEGOTIATE RATES. PLEASE DO NOT HESITATE TO CONTACT US FOW ANY ADDITIONAL INFORMATION YOU MAY DESIRE.
YOURS VERY TRULY, DALTON STEAMSHIP CORPORATION (signed) A. J. MOLERO ASSISTANT TRAFFIC MANAGER
A copy of this notice was received by International sometime in October 1961, and a copy was sent to Robin Hood.
Shipping space for Robin Hood's shipments out of the Gulf of Mexico was arranged by International, which after checking its production department to determine whether the order could be delivered, would book the necessary space through its freight forwarder. International would then notify Robin Hood of the details by telex. Mr. Seaman, International's Export Sales Office Manager, was in charge of these arrangements. International and Robin Hood used Ziegler as their forwarding agent in Houston and Galveston, and D.C. Andrews & Co. (Andrews) as their forwarding agent in New York and New Orleans. When booking requests were received from International, Ziegler would prepare the necessary documents for export, make the booking, and pay the freight on International's behalf. Ziegler and Andrews would send International copies of the contract of freight engagement in the usual course of business, which would normally be received by International within a week of their date.
Dalton was the agent for Talco, Inc., a small Panama steamship company, and kept blank Talco, Inc. bills of lading on hand at its offices. Dalton was not, however, acting as Talco's agent with regard to any of the transactions here involved. It was Ziegler's practice to request bills of lading from Dalton when arranging shipping space; the shipments in question were for the Caribbean, and the blank Talco, Inc. bills were Caribbean bills, so Dalton supplied Ziegler with the blank Talco, Inc. bills. Dalton's principal, Lincoln Chartering & Shipping Corporation, had not provided bills of lading of its own. After Ziegler had filled out the bills of lading, they were returned to Dalton, Ziegler preserving master copies. When the ship was loaded, the signed and dated bills of lading were returned to Ziegler by Dalton, generally one to two days after the vessel had sailed.
In late 1961, International ordered Ziegler to book space for flour for shipment aboard the S/S BAHAMA PEARL to Georgetown, British Guinea, and Port of Spain, Trinidad. Ziegler, relying on earlier communications from International, contacted Dalton and executed three freight engagements for the shipments.
Each has the following heading:
FREIGHT ENGAGEMENT DALTON STEAMSHIP CORPORATION Fidelity Bank Bldg. ...