Drafting Transportation Contracts: Negotiating Key Terms in Shipper, Carrier, and Intermediary Agreements
Ensuring Performance and Managing Risk Exposure in the Transport and Delivery of Goods
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Commercial Law
- event Date
Thursday, April 24, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will guide counsel in drafting complex transportation agreements governing freight and containerized commercial goods shipping from manufacturers/producers to distributors to retailers/end users both domestically and internationally. The panel will discuss best practices for negotiating contract terms on behalf of carriers, shippers, brokers, and other intermediaries such as freight forwarders and non-vessel operating common carriers to ensure contract performance and manage risk exposure.
Mr. Danas represents clients on a wide variety of general commercial and regulatory issues. He has a specialized knowledge of legal issues involving companies engaged in international trade and transportation. Mr. Danas regularly counsels companies on the corporate, commercial, and regulatory obligations they may have both in the U.S. and abroad. He regularly advises and represents clients in their dealings with federal agencies of the U.S. government. He assists clients in obtaining government licenses and bonds and has represented them in government investigations and litigation. He has also assisted clients on legislative matters and has testified before the U.S. Congress on their behalf. A frequent speaker on business matters related to international commerce, Mr. Danas publishes regularly in professional and academic journals. He is also active in a number of professional organizations in a leadership capacity. Mr. Danas is the current Division Chair for the Trade, International Organizations, and Regulatory Practices Division of the American Bar Association International Law Section. His previous leadership positions in the ABA ILS include three consecutive terms as both the Co-Chair of the International Contracts Committee and the International Transportation Committee. He is also Co-Chair of the Antitrust and Unfair Trade Practices Committee of the Transportation Lawyers Association and the Chair of the Management Committee of the EALG Network of International Law Firms, which has member law firms in Africa, Asia, Europe, the Middle East, South America, and the United States.
Mr. Kolesar represents clients in a wide variety of disputes pertaining to railroad transportation, intermodal transportation, and motor carrier transportation. He also counsels clients on matters related to the negotiation of rail transportation contracts and on matters related to rail project development. The clients that he has represented include coal-shipping electric utilities, major intermodal service providers, and a number of exempt commodity rail shippers. His regulatory practice encompasses a number of technical and highly specialized railroad transportation matters before the Surface Transportation Board including maximum rate reasonableness complaint proceedings filed by coal shippers against Class I rail carriers (i.e., “stand-alone cost” cases), unreasonable practice proceedings, STB rulemakings, and matters related to railroad licensing and abandonment. In addition to these regulatory matters, Mr. Kolesar’s practice also focuses upon transportation-related contract disputes both in the courts and before private arbitration panels. These litigation matters have related to the rail transportation of coal (both in terms of rail pricing and rail service issues), intermodal rail service, motor carrier service, and tariff-based demurrage collection proceedings.
Ms. Little focuses her practice on a broad range of international and domestic, transactional, litigation and regulatory compliance matters in the areas of maritime, rail and trucking. She represents clients on regulatory and commercial issues pertaining to international trade and transportation.
Supply chain management is a crucial component of every business and the need for a robust and efficient provision of supply chain transport services has never been more evident. The transportation of freight and other containerized commercial goods faces significant legal risks and potential liability in the event of loss, damage, delay, diversion, or non-delivery of goods. Counsel advising carriers, shippers, and intermediaries must understand a wide array of federal, state, and international transportation laws, which vary substantially by mode of transportation.
Negotiating transportation contracts that comply with these myriad rules while effectively allocating risk and reducing liability exposure in ways that are accepted in the market requires an understanding of the relationship between traditional contract terms and these risk-shifting mechanisms, including regulatory statutes governing contract terms and establishing liability standards. This is especially so in a market where the companies providing logistics services are continuously evolving and the law is subject to change. Essential provisions in transportation contracts include service rates, payment terms, performance obligations, damages, best efforts, force majeure, confidentiality, and more.
The expansion of the use of intermediaries and their changing roles in the marketplace adds its own set of complications because the shipper and carrier are not negotiating with one another. Terms negotiated between the shipper and intermediary may not be passed down to the carrier. The shipper may not be aware of the terms negotiated between the intermediary and the carrier. Some intermediaries are willing to take responsibility for the actions of the carriers they engage, while many others are not willing to do so. Some by law have the legal status of carriers themselves, even while acting as an intermediary.
Listen as our authoritative panel of transportation attorneys explains best practices for drafting transportation contracts regarding containerized carriage by sea, truck, and rail. The panel will provide strategies for counsel to carriers, shippers, and intermediaries to avoid common contracting pitfalls when negotiating terms to minimize the risk of loss, damage, or non-delivery of commercial goods.
- Critical provisions in transportation contracts
- The role of a written contract
- Shipping documents: bills of lading, waybills, receipts
- Limitation of liability
- Statutory restraints on carrier liability limitations: COGSA, Hague-Visby, and the Carmack Amendment
- "Himalaya" clauses extending liability limitations to subcontractors indemnity
- Insurance
- Additional insured
- Waiver of subrogation
- Limitation or extension of carrier's possessory lien rights
- Damages: limitations and exclusions
- Rates and payment terms
- Minimum volume commitments
- Delay provisions and performance indicators (KPIs)
- Dispute resolution, choice of law, and forum
- Special arrangements for high-value shipments or for commodities that require special handling
- Force majeure
- Best efforts
- Key regulatory provisions
- Claims handling procedures
- Carrier safety standards
- MAP-21 and the role of the intermediary
- International considerations including:
- The Ocean Shipping Reform Act of 2022
- Detention and demurrage
- Unreasonable refusals to deal
- Complying with laws and regulations of multiple countries
- Changing trade and tariff conditions
- Contract negotiation considerations and best practices for carriers, shippers, and intermediaries
- Historical evolution and transformation of domestic property brokers to today's complex 3PL and 4PL logistics industry
- Evolution and transformation of international 3PLs and NVOCCs and their ability to offer and enter into contracts
The panel will review these and other priority issues:
- What federal, state, and international laws and conventions govern transportation contracts?
- What are the critical provisions that counsel should carefully negotiate when drafting transportation agreements?
- What are some common contracting pitfalls with transportation contracts, and how can they be avoided or overcome?
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