SLT IMPORTS, INC., a New Jersey Corporation v. Sar Transport Systems Pvt Ltd

U.S. COURT OF APPEALS FOR
THE THIRD CIRCUIT
No. 25-1549
SLT IMPORTS, INC., a New Jersey Corporation,
Appellant
v.
SAR TRANSPORT SYSTEMS PVT LTD; DOES, 1 through 15.
_____________________________
Appeal from the U.S. District Court, D.N.J.
Judge Evelyn Padin, No. 2:23-cv-18484
Before: PORTER, MONTGOMERY-REEVES, and BOVE, Circuit Judges
Submitted Apr. 7, 2026; Decided May 28, 2026 _____________________________
OPINION OF THE COURT
PORTER, Circuit Judge.
In this maritime shipping dispute, we are asked whether
the Carriage of Goods by Sea Act’s (“COGSA”) one-year
limitation period bars appellant’s fraud-in-the-execution claim.
The District Court held that it does and granted judgment on
the pleadings. We will affirm.
I
Appellant SLT Imports, a New Jersey-based importer,
agreed to provide financing for non-party Krishna Food Corp.
to import goods from non-party Bikaji Foods International,
based in India. Defendant-Appellee SAR Transport Systems,
based in India, was selected as the carrier of the cargo. Under
this arrangement, Krishna would pay SAR for each delivery by
drawing on SLT’s bank facility. “All purchases by Kirshna
[sic] were to be made by and through SLT with SLT’s full real-
time knowledge and consent.” Appendix (“App.”) at 54. These
contractual obligations were memorialized in a Bill of Lading

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(“BOL”) for each shipment, on each of which Bikaji was listed
as consignor, SLT as consignee, and SAR as carrier. The terms
of the BOLs stipulated that, upon delivery, SAR would only
release the goods to Krishna upon presentation of an endorsed
BOL.
The complaint states that SAR would issue the BOL.
But the complaint is unclear as to which entity was responsible
for endorsing the BOL. It alleges that SAR would turn the
goods over to Krishna only “upon presentation and surrender
of the original duly endorsed bills of lading.” App. at 55. Thus,
SAR was not responsible for endorsing the BOL; rather, SAR
would issue the BOL and then wait until it was endorsed before
releasing the cargo. The complaint then alleges that an
endorsed BOL would “only be available or provided to Krishna
if it tendered payment on the facility to SLT’s bank.” App. at
54. Thus, it is implied that Krishna too was not responsible for
endorsing the BOL; rather, it received an endorsed BOL from
some other party.
That leaves SLT. The complaint alleges that the
endorsed-BOL requirement “protected SLT from any failure to
pay on the part of Krishna” and “assured [SLT] that Krishna
would pay for the goods sold to Krishna.” App. at 55. So, all
told, the complaint suggests that once Krishna paid for the
goods via SLT’s bank facility, SLT would endorse the BOL
and provide it to Krishna. Krishna, in turn, would presumably
submit the endorsed BOL to SAR in exchange for the transfer
of the goods.
In November 2021, SLT noticed it had not received
interest payments from Krishna on its bank facility for six
months. After conducting an audit, SLT discovered that SAR

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had allegedly made 30 deliveries to Krishna without receiving
an endorsed BOL for any of them, as was required.1 Instead,
Krishna provided SAR with letters of indemnity noting on each
that the BOL “has not arrived.” App. at 80–81.
SLT sued SAR for fraud in the execution and breach of
contract. SLT alleges that SAR breached its contracts by
“releas[ing] the SLT Cargo . . . to Krishna without presentation
and surrender of the original duly endorsed bills of lading.”
App. at 70–71. And SLT claims “SAR defrauded SLT when it
issued Bills of Lading with terms that SAR knew to be false”—
i.e., that SLT would endorse the BOL prior to release of the
cargo. Appellant’s Br. at 9. The District Court granted SAR’s
motion for judgment on the pleadings with prejudice. It held
that SLT’s fraud in the execution claim failed because (1) SLT
failed to allege a claim for fraud in the execution, (2) SLT’s
claim is barred by the one-year limitations period established
by COGSA, ch. 229, § 3(6), 49 Stat. 1207, 1209 (1936) (46
U.S.C. § 30701 note),2 (3) the deviation doctrine does not
apply, and (4) SLT is not entitled to equitable estoppel. The
1 Because Krishna could not make payment without
SLT’s “full real-time knowledge and consent,” App. at 54, it is
unclear how Krishna had been ordering goods using SLT’s
credit facility without SLT’s “knowledge or consent,” App. at
61.
2 “Previously, COGSA appeared at 46 U.S.C. § 1303, et
seq. The Act is still in force but was not recodified. Currently,
COGSA appears in a note to 46 U.S.C. § 30701.” Petroleos
Mexicanos Refinacion v. M/T King A, 554 F.3d 99, 100–01 n.2
(3d Cir. 2009).

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District Court dismissed SLT’s breach-of-contract claim as
waived and time-barred under COGSA.3 SLT moved for
reconsideration, which the Court denied. SLT timely appealed.
II4
SLT’s fraud-in-the-execution claim fails on the merits5
3 SLT does not challenge the District Court’s dismissal of
its breach-of-contract claim. Thus, the issue is forfeited, and
we address only SLT’s fraud-in-the-execution claim.
4 The District Court had jurisdiction under 28 U.S.C. §
1333(1). We have appellate jurisdiction under 28 U.S.C.
§ 1291. We review de novo the District Court’s judgment on
the pleadings. Revell v. Port Auth. of N.Y. & N.J., 598 F.3d 128,
134 (3d Cir. 2010).
A motion for judgment on the pleadings should be
granted if, accepting the allegations in the complaint as true
and drawing all reasonable inferences in favor of the non-
moving party, “the movant establishes that there are no
material issues of fact, and he is entitled to judgment as a
matter of law.” Zimmerman v. Corbett, 873 F.3d 414, 417 (3d
Cir. 2017) (citation and quotation marks omitted).
5 SLT at times conflates fraud in the inducement with
fraud in the execution. But SLT acknowledged the difference
between these two claims to the District Court and clarified that
it relied on a fraud-in-the-execution theory alone. See Pl.’s
Opp’n to Def.’s Mot. for J. Pleadings at 7–8, Dkt. No. 84, SLT
Imports, Inc. v. SAR Transp. Sys. Pvt Ltd., 2024 WL 3289649
(D.N.J. July 3, 2024) (No. 23-cv-18484). Thus, it waived any
reliance on fraud in the inducement. See LeBoon v. Lancaster

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and leave to amend would be futile because the claim is time-
barred under COGSA. We will address each issue below.
A
“Fraud in the execution arises when a party executes an
agreement with neither knowledge nor reasonable opportunity
to obtain knowledge of its character or its essential terms.”
Connors v. Fawn Mining Corp., 30 F.3d 483, 490 (3d Cir.
1994) (citation modified). The District Court held that SLT
failed to state a claim for fraud in the execution because
“Plaintiff does not allege that Defendant duped it into thinking
the bills of lading were any different than what Plaintiff
thought they were.” App. at 12. We agree.
SLT does not allege in its complaint that it lacked
knowledge or a reasonable opportunity to obtain knowledge of
the endorsement requirement. Rather, the complaint alleges
that SAR misled SLT by agreeing to release cargo only upon
presentation of an endorsed BOL despite its secret intention to
Jewish Cmty. Ctr. Ass’n, 503 F.3d 217, 225 (3d Cir. 2007)
(“Waiver is the intentional relinquishment or abandonment of
a known right.”) (citation and quotation marks omitted).
Further, fraud in the execution is ordinarily an
affirmative defense to contract formation, not a freestanding
claim. Connors v. Fawn Mining Corp., 30 F.3d 483, 492–93
(3d Cir. 1994); Elec. Workers Loc. 58 Pension Tr. Fund v.
Gary’s Elec. Serv. Co., 227 F.3d 646, 656 (6th Cir. 2000)
(“Fraud in the execution is an affirmative defense, and the
defendant bears the burden of proving the defense.”). SLT
never explains why we should recognize fraud in the execution
as a freestanding cause of action.

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breach that obligation. See, e.g., App. at 64 (“SAR issued each
and every one of the [BOLs] knowing in fact that . . . SAR
would not in fact comply with the delivery terms mandated by
the [BOLs].”); App. at 65 (“SAR knowingly and willfully
ignored its delivery terms and obligations and released SLT’s
cargoes to Krishna without the presentation and surrender of
the original duly endorsed [BOLs]”); App. at 67 (“SAR . . .
issued those [BOLs] . . . promising and representing to SLT . . .
that it would deliver . . . the SLT cargo . . . knowing at the time
that SAR did so, that the promise and representation was false
and that SAR would not in fact be releasing the goods to the
consignee.”).
Thus, the essence of Count I of the complaint is not
fraud in the execution but breach of contract. See Dansko
Holdings, Inc. v. Ben. Tr. Co., 991 F.3d 494, 501 (3d Cir. 2021)
(“A fraud claim is really a contract claim (and must thus be
dismissed) if the duty allegedly breached is one created by the
parties by the terms of their contract. In other words, a plaintiff
cannot say that a defendant defrauded him just by reneging on
a contractual promise.”) (citation and quotation marks
omitted). Pleading Count I as a fraud claim appears to have
been an artful attempt to dodge the COGSA limitations period.
We now turn to that issue.
B
SLT’s claim for fraud in the execution fails for another
reason: it is time-barred under COGSA. SLT argues COGSA’s
one-year limitations period shouldn’t apply under the deviation
doctrine, but we disagree. And because the time bar renders
amendment futile, the District Court did not err in denying
leave to amend.

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1
COGSA applies to “every bill of lading or similar
document of title which is evidence of a contract for the
carriage of goods by sea to or from ports of the United States,
in foreign trade.” 49 Stat. 1207. COGSA absolves carriers
“from all liability in respect of loss or damage unless suit is
brought within one year after delivery of the goods or the date
when the goods should have been delivered.” Id. § 3(6), 49
Stat. at 1209.
The complaint alleges twenty fraudulent deliveries
spanning from August 30, 2015 to June 20, 2016.6 SLT treats
all twenty BOLs as being subject to the same limitations
period. But each BOL is a “separate contract” for which the
COGSA limitations period “runs independently.” 2A Benedict
on Admiralty § 163(a). It makes no difference, for as the
District Court correctly stated, “even if some of the deliveries
were scheduled [for delivery] in 2017, . . . [SLT’s] claim in
Count I would be timely only if brought . . . by 2018 at the
6 SLT alleges thirty fraudulent deliveries, but it attaches
to the complaint only twenty dated letters of indemnity from
allegedly fraudulent deliveries. The other ten are insufficiently
pled to satisfy Rule 9(b), which “requires that a fraud plaintiff
‘state with particularity the circumstances constituting fraud.’”
City of Warren Police & Fire Ret. Sys. v. Prudential Fin., Inc.,
70 F.4th 668, 680 (3d Cir. 2023) (quoting Fed. R. Civ. P. 9(b)).
“Under that standard, the complaint must describe the time,
place, and contents of the false representations or omissions, as
well as the identity of the person making the statement and the
basis for the statement’s falsity.” Id.

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latest.” App. at 10. But SLT didn’t file suit until August 31,
2022. Thus, SLT’s claim for even the most recent BOL is time-
barred under COGSA.
2
SLT offers three reasons why the COGSA limitations
period should not preclude its claims. First, it argues that “SAR
cannot rely on the protections of [COGSA] when it defrauded
SLT before any carriage of goods.” Appellant’s Br. at 20. It
points out that COGSA’s provisions, including the limitations
period, only “cover[] the period from the time when the goods
are loaded on to the time when they are discharged from the
ship.” § 1(e), 49 Stat. 1208. We need not address whether fraud
claims fall within COGSA’s provisions because, as explained
above, SLT alleges fraud in name only. Count I of the
complaint alleges repeated failure to perform a term in the
BOLs—conduct falling squarely within COGSA’s provisions.
Second, SLT appeals to the “principle that, in a proper
case, a respondent may, by his representations, promises, or
conduct, be estopped to assert the [COGSA statute of
limitations].” United Fruit Co. v. J.A. Folger & Co., 270 F.2d
666, 669 (5th Cir. 1959). According to SLT, SAR’s allegedly
secret intention to deliver the cargo without waiting for an
endorsed BOL constitutes misconduct estopping it from
relying on the limitations period. But this case is not like
United Fruit, where the shipper “induc[ed] the carrier, just four
days before the running of the statute, to grant” an extension
and then, in an about-face, sought “to destroy the effect of the
very thing he brought about, after the carrier ha[d] changed his
position in detrimental reliance” on the extension. Id. at 669.
Rather, SAR’s alleged intent to breach had no effect on SLT’s

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ability to sue within one year of the conduct. Equitable estoppel
will not be “invoked where there was no representation of
settlement which produced a false sense of security” or “where
no fraudulent or deceitful misrepresentations precluded suit.”
Knight v. Brown Transp. Corp., 806 F.2d 479, 487 (3d Cir.
1986) (emphasis added); see also In re Copper Antitrust Litig.,
436 F.3d 782, 790 (7th Cir. 2006) (applying equitable estoppel
where “the defendant took active steps to prevent the plaintiff
from suing”).
Third, SLT claims the deviation doctrine vitiates the
limitations period. The deviation doctrine derives from
common law. “Prior to [COGSA], an unjustifiable deviation
from the agreed route precluded the carrier from relying on any
exculpatory provisions in the bill of lading.” 2A Benedict on
Admiralty § 121. But then Congress passed COGSA, which
“recognized the doctrine of deviation but circumscribed it.”
SPM Corp. v. M/V Ming Moon, 965 F.2d 1297, 1303 (3d Cir.
1992). COGSA provides:
Any deviation in saving or attempting to save life
or property at sea, or any reasonable deviation
shall not be deemed to be an infringement or
breach of this Act or of the contract of carriage,
and the carrier shall not be liable for any loss or
damage resulting therefrom: Provided, however,
That if the deviation is for the purpose of loading
or unloading cargo or passengers it shall, prima
facie, be regarded as unreasonable.
§ 4(4), 49 Stat. 1210.
Thus, COGSA implies that “unreasonable deviations

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can violate the Act,” but it does not define deviation. SPM
Corp., 965 F.2d at 1303. Our Court has looked to the pre-
COGSA definition of deviation, under which a deviation was
primarily understood as geographic, i.e. the “wandering or
straying of a vessel from the customary course of the voyage.”
Id. (quoting G.W. Sheldon & Co. v. Hamburg Amerikanische
Packetfahrt A.G., 28 F.2d 249, 251 (3d Cir. 1928)). There’s no
question that SAR’s alleged deviation—unloading cargo
without an endorsed BOL—does not constitute a geographic
deviation.
Rather, SLT argues SAR’s conduct was a quasi-
deviation. A quasi-deviation refers to any other “variation in
the conduct of a ship in the carriage of goods whereby the risk
incident to the shipment will be increased, such as carrying the
cargo on the deck of the ship contrary to custom and without
the consent of the shipper.” SPM Corp., 965 F.2d at 1303
(quoting G.W. Sheldon, 28 F.2d at 251). See generally 2A
Benedict on Admiralty § 123. Courts and commentators have
been critical of the quasi-deviation doctrine, particularly in the
post-COGSA era. See 2A Benedict on Admiralty § 123(a)
(noting that on-deck stowage “may prove to be the only [quasi-
deviation] to survive as a part of the deviation doctrine”); id.
§ 123(e). That is because, “[a]lthough COGSA did not abolish
the doctrine of deviation, the statute’s very existence and broad
scope obviate the need for an expansive concept of deviation
to protect shippers, and the statutory limitation on deviations
suggests that courts should construe the doctrine narrowly.”
SPM Corp., 965 F.2d at 1304.
Thus, respecting Congress’s limitation on the deviation
doctrine, multiple courts have held that non-delivery or
misdelivery of goods are not quasi-deviations. See, e.g.,

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Rexroth Hydraudyne B.V. v. Ocean World Lines, 547 F.3d 351,
364 (2d Cir. 2008); Unimac Co. v. C.F. Ocean Serv., Inc., 43
F.3d 1434, 1437–38 (11th Cir. 1995). And at least two of our
sister circuits, facing nearly identical arguments to the one
presented here, have held that a carrier’s failure to release its
cargo only upon presentation of an endorsed BOL constitutes
a misdelivery and is therefore not a quasi-deviation. Barretto
Peat, Inc. v. Luis Ayala Colon Successors, Inc., 896 F.2d 656,
660 (1st Cir. 1990) (“A carrier’s failure to collect the bill of
lading in exchange for the goods is an improper delivery or
misdelivery which constitutes a breach of the carriage contract
subject to the COGSA one-year statute of limitations.”);
B.M.A. Indus., Ltd. v. Nigerian Star Line, Ltd., 786 F.2d 90,
91–92 (2d Cir. 1986). Thus, because the quasi-deviation
doctrine is “not one to be extended,” we join our sister circuits
and “reaffirm the rule that misdelivery of cargo is not a
deviation that bars resort to the protections of COGSA.”
B.M.A. Indus., 786 F.2d at 92.
SLT points to COGSA’s provision that “if the deviation
is for the purpose of loading or unloading cargo or passengers
it shall, prima facie, be regarded as unreasonable.” § 4(40, 49
Stat. 1210. According to SLT, because SAR’s alleged breach
relates to its unloading of cargo without an endorsed BOL, its
conduct should be regarded as prima facie unreasonable. But
Section 4(4) provides guidance as to which deviations should
be deemed facially unreasonable—specifically, deliveries to a
different port. See Spartus Corp. v. The S/S Yafo, 590 F.2d
1310, 1313–1314 (5th Cir. 1979) (“Thus, Congress has
declared that a shipper can make out a case of unreasonable
deviation simply by proving that his cargo was offloaded at a
place other than the stipulated destination.”). Section 4(4) does
not purport to redefine what behavior constitutes a deviation to

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begin with.
Finally, even if the conduct alleged in SLT’s complaint
were a deviation, it would not vitiate COGSA’s one-year
limitations period. The deviation doctrine exists to place the
carrier into the position of insurer of the cargo; it deals with
“variation in the conduct of a ship in the carriage of goods
whereby the risk incident to the shipment will be increased.”
SPM Corp., 965 F.2d at 1303 (emphasis added) (quoting G.W.
Sheldon, 28 F.2d at 251). Thus, the deviation doctrine nullifies
contractual or statutory provisions exculpating the carrier for
cargo mishaps. 2A Benedict on Admiralty §§ 121, 128. But
COGSA’s limitations period confines the parties’ rights to
bring suit; it is unrelated to the allocation of risk for conduct
on the high seas. See Bunge Edible Oil Corp. v. M/Vs’ Torm
Rask & Fort Steele, 949 F.2d 786, 788 (5th Cir. 1992) (“An
unreasonable deviation does not prevent a carrier from
invoking the one-year limitations period under COGSA.”);
Mesocap Indus. Ltd. v. Torm Lines, 194 F.3d 1342, 1344–1345
(11th Cir. 1999) (“[Because] an unreasonable deviation
logically disturbs only the parties’ expectations concerning the
risk of loss, but not their expectations about when they can
sue[,] [n]o justification exists . . . to nullify COGSA’s
limitation period merely because a carrier veers off course.”)
(citation omitted); see also 2A Benedict on Admiralty § 128
(“The weight of authority, including all of the relevant
appellate decisions, is in favor of the continued applicability of
the time-for-suit provision, even after a deviation.”).
For the above reasons, the District Court did not err in
granting judgment on the pleadings and dismissing SLT’s
lawsuit without leave to amend. See Grayson v. Mayview State
Hosp., 293 F.3d 103, 111 (3d Cir. 2002) (“[P]laintiffs whose

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complaints fail to state a cause of action are entitled to amend
their complaint unless doing so would be inequitable or
futile.”). Further, the District Court did not abuse its discretion
in denying SLT’s motion for reconsideration because SLT
identified no error or change in law. Max’s Seafood Cafe ex
rel. Lou-Ann, Inc. v. Quinteros, 176 F.3d 669, 677 (3d Cir.
1999).
III
For the reasons set forth above, we will affirm the
orders of the District Court.
Clinton G. Mead
KAYE, ROSE & PARTNERS LLP
Seth A. Abrams
SCHUMANN HANLON MARGULIES LLC
Counsel for Appellant
Patrick F. Lennon
LENNON MURPHY & PHILLIPS, LLC
Matthew L. Bodi
FINAZZO COSSOLINI O’LEARY MEOLA & HAGER, LLC
Counsel for Appellees

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