Maritime Law · 15.09.2026

Delivery Without Bill of Lading: Misdelivery, LOI and the Carrier Risk

Delivery without bill of lading in Vietnam: the carrier pays the full cargo value. Two decided cases, the letter of indemnity trap, and the lawful way out.

Lawyer UnilawReading time: 8 min

By Lawyer Nguyen Nhu Hai – UniLaw LLC

Delivery without bill of lading is the fastest way for a carrier to turn a routine voyage into a claim for the full value of the cargo. The commercial pressure is obvious: the ship has arrived, the receiver wants the box, and the originals are still sitting in a bank somewhere. So the carrier releases against a letter of indemnity and hopes. Vietnamese courts take a narrow view of that, and this page explains why, with two decided cases.

Delivery without bill of lading: a decided case

Judgment No. 73/2023/KDTM-PT of 10 July 2023 — Superior People’s Court in Ho Chi Minh City, upholding Judgment No. 330/2017/KDTM-ST of the Ho Chi Minh City People’s Court.

In September 2010 a Vietnamese manufacturer sold stone-resin planters to a French buyer on FOB Ho Chi Minh City terms. On 5 September 2010 it handed one 40ft container, UESU 4218468, worth USD 16,776, to the carrier. The carrier issued three originals of Bill of Lading No. VN5251730A.

The ship reached Rotterdam in October 2010. The carrier then released the cargo to someone else. Meanwhile the shipper still held all three originals, and it had never asked to amend the bill or change the consignee.

What the carrier argued, and why it lost

The carrier raised a signature point. It said a staff member had signed the bill, not the legal representative, so the document did not bind it. The court rejected that. A manual signature is precisely what marks an original bill of lading, and the carrier admitted it had issued the document.

The court applied Articles 70, 71, 72, 73 and 77(1) of the Maritime Code 2005 and ordered the carrier to pay the whole cargo value: USD 16,776, converted to VND 381,234,600, plus interest from the enforcement request. The Court of Appeal dismissed the carrier’s appeal in full.

One practical footnote on citations. Article 73 of the 2005 Code dealt with transport documents. In the 2015 Code, Law No. 95/2015/QH13, Article 73 concerns seaports. So a reference copied from an older note now points at the wrong provision.

What a bill of lading actually does

Article 148 of the Maritime Code 2015 gives the bill three separate jobs at once. It is evidence that the carrier received goods of the quantity, type and condition stated. It is evidence of title, used to dispose of the goods and to take delivery. And it is evidence of the contract of carriage.

That middle job is the one carriers underestimate. The bill is not a receipt you can substitute with an email. Whoever holds the original controls the cargo, and the carrier promised to hand the goods to that person.

Who counts as the lawful consignee

Article 162 answers this by the type of bill.

Order bill — transferred by endorsement. The last endorsee may give the delivery order, and that person is the lawful consignee.
Bearer bill — transferred by handing it over. Whoever presents it is the lawful consignee.
Straight bill — not transferable at all. Only the named person is the lawful consignee.

Therefore the carrier must read the bill before it releases anything. A straight bill in the wrong hands gives no right to the cargo, however convincing the story attached to it.

The carrier’s duty to deliver

Article 166 states the duty plainly. When the ship reaches the discharge port, the carrier must deliver to the lawful consignee holding an original bill of lading, a sea waybill or another document that carries a right to take delivery under Article 162. Once the carrier has delivered, the remaining originals stop carrying that right.

Notice what the article does not say. It does not allow delivery against a copy, a scan, an indemnity or a bank guarantee. Consequently a carrier who releases on anything else has simply performed a different act from the one the law requires.

What delivery without bill of lading costs

Judgment No. 73/2023 answers this in one number: the full invoice value of the cargo. The court did not discount for the age of the claim, for the buyer’s conduct, or for the carrier’s good faith. It ordered the whole USD 16,776.

This matters because the liability caps in Article 152 do not help here. Those caps apply to loss or damage in carriage. Handing the goods to a stranger is not a carriage casualty at all, so the carrier pays what the cargo was worth.

A second case: the cars that had to be released

In Judgment No. 34/2017/KDTM-PT of 31 August 2017 a Vietnamese importer held the original set of Bill of Lading No. PPHPG 082122 dated 21 May 2008 for four RAV4 cars in two containers. The carrier would not issue the delivery order. The Court of Appeal upheld the first-instance judgment and ordered the carrier to issue the release for the cargo exactly as the original bills described it, against payment of the freight and agency charges. It applied Article 93 of the Maritime Code 2005.

Read the two cases together and the rule is symmetrical. The holder of the originals gets the goods. Anyone else does not.

The letter of indemnity, and what it is not

A letter of indemnity is a promise from the receiver, and often its bank, to hold the carrier harmless if it releases without the originals. It is a normal commercial instrument, and it has a real use.

However, it is a contract between the carrier and the person who gave it. It binds those two parties only. It does not touch the duty that Article 166 imposes towards the lawful holder of the bill, because that holder never agreed to it.

So the letter changes who the carrier can chase afterwards. It does not change whether the carrier is liable in the first place. If the indemnifier disappears, becomes insolvent, or simply refuses, the carrier is left paying the cargo value alone.

What a carrier should do instead of delivery without bill of lading

Article 167 gives the lawful route out of the squeeze. If the consignee does not appear, refuses the goods, or delays taking them, the carrier may discharge the cargo, place it somewhere safe and suitable, and notify the shipper. The receiver bears the resulting costs and losses.

The same article covers the nightmare scenario where several people turn up with documents. The carrier may discharge and store rather than choose between them. That is slower and it annoys everybody, but it is lawful, and it costs far less than the cargo value.

The shipper’s right of disposal

Article 165 lets the shipper deal with the goods until the carrier delivers them to the lawful consignee. The shipper may ask for discharge before the voyage starts, or change the consignee or discharge port afterwards, provided it covers the resulting loss and cost.

One condition governs all of it. The carrier only has to act on the shipper’s instruction after it has collected back every original bill it issued. That sentence is the whole answer to most delivery disputes.

Delivery without bill of lading: what to do the day you find out

If you hold originals and the goods have gone, act in this order.

Keep the originals safe and do not surrender them to anyone.
Write to the carrier and its local agent the same day, and state that you hold the full set.
Ask in writing who took delivery, on what document, and on whose instruction.
Get the terminal and customs records before the port purges them.
Check whether the carrier or its agent has assets in Vietnam, because that decides where you sue.

Move quickly for a second reason. Judgment No. 73/2023 concerned a shipment made in 2010 and reached an appellate judgment in 2023. The claim succeeded, but thirteen years is a long time to fund a dispute.

Legal basis

Maritime Code 2015 (Law No. 95/2015/QH13), consolidated as Document No. 52/VBHN-VPQH of 18 March 2026 — Article 148 (transport documents; the three functions of a bill of lading); Article 160 (contents); Article 161 (carrier’s remarks); Article 162 (transfer, and who is the lawful consignee); Article 163 (replacing the bill with another document); Article 165 (shipper’s right of disposal, and surrender of all originals); Article 166 (duty to deliver); Article 167 (discharge and storage, and competing claimants); Article 168 (proceeds of auction); Article 169 (one-year time bar).
Maritime Code 2005 — Articles 70, 71, 72, 73 and 77(1), applied in Judgment No. 73/2023; Article 93, applied in Judgment No. 34/2017.

How we act on delivery without bill of lading claims

Unilaw acts for shippers and banks left holding originals after the cargo has gone, and for carriers and agents facing a misdelivery claim. The first question is always the same: which document did the carrier release against, and who told it to. We work from the terminal and customs records, not from the correspondence.

For the wider practice see our Vietnam maritime lawyer page. On time limits and the choice of defendant, see cargo claim in Vietnam. To hold the vessel as security, see ship arrest in Vietnam. On the cover behind the claim, see marine insurance in Vietnam. If your claim ended in a London or Singapore award, see foreign arbitral award in Vietnam. If the port authority is holding the ship rather than a court, see vessel detention in Vietnam. On crew wages and repatriation, see seafarer wages in Vietnam. For flagging, mortgages and priority, see ship registration in Vietnam. Further judgments sit in our maritime law library.