NORFOLK SOUTHERN RAILWAY CO. v. JAMES N. KIRBY, PTY LTD., dba KIRBY ENGINEERING, et al.

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Syllabus
NORFOLK SOUTHERN RAILWAY CO. v. JAMES N.
KIRBY, PTY LTD., dba KIRBY ENGINEERING, et al.
certiorari to the united states court of appeals for
the eleventh circuit
No. 02–1028. Argued October 6, 2004—Decided November 9, 2004
Respondent James N. Kirby, Pty Ltd., an Australian manufacturer, hired
International Cargo Control (ICC) to arrange for delivery of machinery
from Australia to Huntsville, Ala., by “through” (i. e., end-to-end) trans-
portation. The bill of lading (essentially, a contract) that ICC issued to
Kirby (ICC bill) designated Savannah, Ga., as the discharge port and
Huntsville as the ultimate destination, and set ICC’s liability limitation
lower than the cargo’s true value, using the default liability rule in the
Carriage of Goods by Sea Act (COGSA) ($500 per package) for the sea
leg and a higher amount for the land leg. The bill also contained what
is known as a “Himalaya Clause,” which extends liability limitations to
downstream parties, including, here, “any servant, agent or other person
(including any independent contractor).” Kirby separately insured the
cargo for its true value with co-respondent, Allianz Australia Insurance
Ltd. When ICC hired a German shipping company (hereinafter Ham-
burg Su¨ d) to transport the containers, Hamburg Su¨ d issued its own bill
of lading to ICC (Hamburg Su¨ d bill), designating Savannah as the dis-
charge port and Huntsville as the ultimate destination. That bill also
adopted COGSA’s default rule, extended it to any land damages, and
extended it in a Himalaya Clause to “all agents . . . (including inland)
carriers . . . and all independent contractors.” Hamburg Su¨ d hired peti-
tioner Norfolk Southern Railway (Norfolk) to transport the machinery
from Savannah to Huntsville. The train derailed, causing an alleged
$1.5 million in damages. Allianz reimbursed Kirby for the loss and then
joined Kirby in suing Norfolk in a Georgia Federal District Court, as-
serting diversity jurisdiction and alleging tort and contract claims.
Norfolk responded that, among other things, Kirby’s potential recovery
could not exceed the liability limitations in the two bills of lading. The
District Court granted Norfolk partial summary judgment, limiting
Norfolk’s liability to $500 per container, and certified the decision for
interlocutory review. In reversing, the Eleventh Circuit held that Nor-
folk could not claim protection under the ICC bill’s Himalaya Clause
because it had not been in privity with ICC when that bill was issued
and because linguistic specificity was required to extend the clause’s
benefits to an inland carrier. It also held that Kirby was not bound by

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the Hamburg Su¨ d bill’s liability limitation because ICC was not acting
as Kirby’s agent when it received that bill.
Held:
1. Federal law governs the interpretation of the ICC and Hamburg
Su¨ d bills. Pp. 22–29.
(a) When a contract is a maritime one, and the dispute is not inher-
ently local, federal law controls the contract interpretation. Kossick v.
United Fruit Co., 365 U. S. 731, 735. Applying Kossick’s two-step anal-
ysis, federal law governs this dispute. Pp. 22–23.
(b) The bills at issue are maritime contracts. This Court has rec-
ognized that “[t]he boundaries of admiralty jurisdiction over contracts—
as opposed to torts or crimes—being conceptual rather than spatial,
have always been difficult to draw.” 365 U. S., at 735. To ascertain a
contract’s maritime nature, this Court looks not to whether a ship or
vessel was involved in the dispute, or to the place of the contract’s for-
mation or performance, but to “the nature and character of the con-
tract.” North Pacific S. S. Co. v. Hall Brothers Marine Railway &
Shipbuilding Co., 249 U. S. 119, 125. Here, the bills are maritime con-
tracts because their primary objective is to accomplish the transporta-
tion of goods by sea from Australia to the United States’ eastern coast.
Under a conceptual rather than spatial approach, the fact that the bills
call for the journey’s final leg to be by land does not alter the contracts’
essentially maritime nature. The “ ‘fundamental interest giving rise
to maritime jurisdiction is “the protection of maritime commerce.” ’ ”
Exxon Corp. v. Central Gulf Lines, Inc., 500 U. S. 603, 608 (emphasis
added). The conceptual approach vindicates that interest by focusing
the Court’s inquiry on whether the principal objective of a contract is
maritime commerce. While it may once have seemed natural to think
that only contracts embodying commercial obligations between the
“tackles” (i. e., from port to port) have maritime objectives, the shore is
now an artificial place to draw a line. Maritime commerce has evolved
along with the nature of transportation and is often inseparable from
some land-based obligations. The international transportation industry
has moved into a new era, in which cargo owners can contract for trans-
portation across oceans and to inland destinations in a single transac-
tion. The popularity of an efficient choice, to assimilate land legs into
international ocean bills of lading, should not render bills for ocean car-
riage nonmaritime contracts. Lower court cases that appear to have
depended solely on geography in fashioning a rule for identifying mari-
time contracts are inconsistent with the conceptual approach required
by this Court’s precedent. Pp. 23–27.

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16 NORFOLK SOUTHERN R. CO. v. JAMES N. KIRBY, PTY LTD.
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(c) The case is not inherently local. A maritime contract’s inter-
pretation may so implicate local interests as to beckon interpretation by
state law. See Kossick, 365 U. S., at 735. Though some state interests
are surely implicated in this case, those interests cannot be accommo-
dated without defeating a federal interest; thus, federal law governs.
See id., at 739. The touchstone here is a concern for the uniform mean-
ing of maritime contracts. Applying state law to cases such as this one
would undermine the uniformity of general maritime law. The same
liability limitation in a single bill of lading for international intermodal
transportation often applies both to sea and to land, as is true of the
Hamburg Su¨ d bill. Likewise, a single Himalaya Clause can cover both
sea and land carriers downstream, as in the ICC bill. Confusion and
inefficiency will inevitably result if more than one body of law governs
a given contract’s meaning. In protecting the uniformity of federal
maritime law, this Court also reinforces the liability regime Congress
established in COGSA. Pp. 27–29.
2. Norfolk is entitled to the protection of the liability limitations in
both bills of lading. Pp. 30–36.
(a) The ICC bill’s broadly written Himalaya Clause limits Norfolk’s
liability. This simple question of contract interpretation turns on
whether the Eleventh Circuit correctly applied Robert C. Herd & Co. v.
Krawill Machinery Corp., 359 U. S. 297. Deriving a principle of nar-
row construction from Herd, the Court of Appeals concluded that the
language of the ICC bill’s Himalaya Clause is too vague to clearly in-
clude Norfolk. Moreover, it interpreted Herd to require privity be-
tween the carrier and the party seeking shelter under a Himalaya
Clause. Nothing in Herd requires such linguistic specificity or privity
rules. It simply says that contracts for carriage of goods by sea must
be construed like any other contracts: by their terms and consistent
with the intent of the parties. The Eleventh Circuit’s ruling is not true
to the contract language or the parties’ intent. The plain language of
the Himalaya Clause indicates an intent to extend the liability limitation
broadly and corresponds to the fact that various modes of transportation
would be involved in performing the contract. Since Huntsville is some
366 miles inland from the discharge port, the parties must have antici-
pated using a land carrier’s services for the contract’s performance.
Because it is clear that a railroad was an intended beneficiary of the
ICC bill’s broadly written clause, Norfolk’s liability is limited by the
clause’s terms. Pp. 30–32.
(b) Norfolk also enjoys the benefits of the Hamburg Su¨ d bill’s liabil-
ity limitation. The question arising from this bill requires the Court to

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set an efficient default rule for certain shipping contracts. To interpret
the bill, the Court draws a rule from the common carriage decision of
Great Northern R. Co. v. O’Connor, 232 U. S. 508: When an intermediary
contracts with a carrier to transport goods, the cargo owner’s recovery
against the carrier is limited by the liability limitation to which the
intermediary and carrier agreed. The intermediary is not the cargo
owner’s agent in every sense, but it can negotiate reliable and enforce-
able liability limitations with carriers it engages. Respondents’ conten-
tion that traditional agency law rather than the Great Northern rule
should govern here is rejected. It is of no moment that the traditional
indicia of agency did not exist between Kirby and ICC, for the Great
Northern principle only requires treating ICC as Kirby’s agent for a
single, limited purpose: when ICC contracts with subsequent carriers
for liability limitations. Nor will a decision binding Kirby to the Ham-
burg Su¨ d bill’s liability limitation be disastrous for the international
shipping industry. First, a limited agency rule tracks industry prac-
tices. Second, if liability limitations negotiated with cargo owners were
reliable while those negotiated with intermediaries were not, carriers
would likely want to charge the latter higher rates, resulting in discrimi-
nation in common carriage. Finally, this decision produces an equitable
result, since Kirby retains the right to sue ICC, the carrier, for any
loss exceeding the liability limitation to which they agreed. See id., at
515. Pp. 32–35.
300 F. 3d 1300, reversed and remanded.
O’Connor, J., delivered the opinion for a unanimous Court.
Carter G. Phillips argued the cause for petitioner. With
him on the briefs were Stephen B. Kinnaird, Amanda L.
Tyler, Hyman Hillenbrand, Richard K. Hines V, and Taylor
Tapley Daly.
Deputy Solicitor General Hungar argued the cause for
the United States as amicus curiae urging reversal. With
him on the brief were former Solicitor General Olson, As-
sistant Attorney General Keisler, Malcolm L. Stewart, Jef-
frey A. Rosen, Paul M. Geier, Dale C. Andrews, Peter S.
Smith, Robert B. Ostrom, Amy Larson, Phillip Christopher
Hughey, Ellen D. Hanson, and Alice C. Saylor.

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18 NORFOLK SOUTHERN R. CO. v. JAMES N. KIRBY, PTY LTD.
Opinion of the Court
David C. Frederick argued the cause for respondents.
With him on the brief were Michael F. Sturley, J. S. Scott
Busby, and Charles Robert Sharp.*
Justice O’Connor delivered the opinion of the Court.
This is a maritime case about a train wreck. A shipment
of machinery from Australia was destined for Huntsville, Al-
abama. The intercontinental journey was uneventful, and
the machinery reached the United States unharmed. But
the train carrying the machinery on its final, inland leg de-
railed, causing extensive damage. The machinery’s owner
sued the railroad. The railroad seeks shelter in two liability
limitations contained in contracts that upstream carriers ne-
gotiated for the machinery’s delivery.
I
This controversy arises from two bills of lading (essen-
tially, contracts) for the transportation of goods from Austra-
lia to Alabama. A bill of lading records that a carrier has
received goods from the party that wishes to ship them,
*Briefs of amici curiae urging reversal were filed for the Air Transport
Association of America, Inc., by Robert K. Spotswood; for the American
Steamship Owners Mutual Protection and Indemnity Association, Inc.,
et al. by David J. Bederman; for the Association of American Railroads
by Daniel Saphire; for the National Association of Waterfront Employers
by Thomas D. Wilcox; for the Transportation Loss Prevention and Secu-
rity Association by James Attridge; and for the World Shipping Council
by Jeffrey F. Lawrence and John W. Butler.
Briefs of amici curiae urging affirmance were filed for the American
Institute of Marine Underwriters et al. by Joseph G. Grasso and Robert
Hermann; for International Cargo Loss Prevention, Inc., by Stanley Mc-
Dermott III; for the National Industrial Transportation League et al. by
Nicholas J. DiMichael and Karyn A. Booth; for the Transportation Inter-
mediaries Association by Richard D. Gluck; for Francesco Berlingieri
et al. by John Paul Jones; and for Martin Davies by Susan M. Vance.
Briefs of amici curiae were filed for Public Citizen, Inc., by Brian Wolf-
man; and for Jan Ramberg by Christopher E. Carey, John B. Gooch, Jr.,
and Michael W. Lodwick.

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states the terms of carriage, and serves as evidence of the
contract for carriage. See 2 T. Schoenbaum, Admiralty and
Maritime Law 58–60 (3d ed. 2001) (hereinafter Schoenbaum);
Carriage of Goods by Sea Act (COGSA), 49 Stat. 1208, 46
U. S. C. App. § 1303. Respondent James N. Kirby, Pty Ltd.
(Kirby), an Australian manufacturing company, sold 10 con-
tainers of machinery to the General Motors plant located out-
side Huntsville, Alabama. Kirby hired International Cargo
Control (ICC), an Australian freight forwarding company, to
arrange for delivery by “through” (i. e., end-to-end) transpor-
tation. (A freight forwarding company arranges for, coordi-
nates, and facilitates cargo transport, but does not itself
transport cargo.) To formalize their contract for carriage,
ICC issued a bill of lading to Kirby (ICC bill). The bill des-
ignates Sydney, Australia, as the port of loading, Savannah,
Georgia, as the port of discharge, and Huntsville as the ulti-
mate destination for delivery.
In negotiating the ICC bill, Kirby had the opportunity to
declare the full value of the machinery and to have ICC as-
sume liability for that value. Cf. New York, N. H. & H. R.
Co. v. Nothnagle, 346 U. S. 128, 135 (1953) (a carrier must
provide a shipper with a fair opportunity to declare value).
Instead, and as is common in the industry, see Sturley, Car-
riage of Goods by Sea, 31 J. Mar. L. & Com. 241, 244 (2000),
Kirby accepted a contractual liability limitation for ICC
below the machinery’s true value, resulting, presumably, in
lower shipping rates. The ICC bill sets various liability lim-
itations for the journey from Sydney to Huntsville. For the
sea leg, the ICC bill invokes the default liability rule set
forth in the COGSA. The COGSA “package limitation”
provides:
“Neither the carrier nor the ship shall in any event be
or become liable for any loss or damage to or in connec-
tion with the transportation of goods in an amount ex-
ceeding $500 per package lawful money of the United
States . . . unless the nature and value of such goods

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have been declared by the shipper before shipment and
inserted in the bill of lading.” 46 U. S. C. App. § 1304(5).
For the land leg, in turn, the bill limits the carrier’s liability
to a higher amount. 1 So that other downstream parties ex-
pected to take part in the contract’s execution could benefit
from the liability limitations, the bill also contains a so-called
“Himalaya Clause.” 2 It provides:
“These conditions [for limitations on liability] apply
whenever claims relating to the performance of the con-
tract evidenced by this [bill of lading] are made against
any servant, agent or other person (including any inde-
pendent contractor) whose services have been used in
order to perform the contract.” App. to Pet. for Cert.
59a, cl. 10.1.
1 The bill provides that “the Freight Forwarder shall in no event be or
become liable for any loss of or damage to the goods in an amount exceed-
ing the equivalent of 666.67 SDR per package or unit or 2 SDR per kilo-
gramme of gross weight of the goods lost or damaged, whichever is the
higher, unless the nature and value of the goods shall have been declared
by the Consignor.” App. to Pet. for Cert. 57a, cl. 8.3. An SDR, or Spe-
cial Drawing Right, is a unit of account created by the International Mone-
tary Fund and calculated daily on the basis of a basket of currencies. Lia-
bility computed per package for the 10 containers, for example, was
approximately $17,373 when the bill of lading issued in June 1997, $17,231
when the goods were damaged on October 9, 1997, and $9,763 when the
case was argued. See International Monetary Fund Exchange Rate Ar-
chives, http://www.imf.org/external/np/fin/rates/param_rms_mth.cfm (as
visited Nov. 5, 2004, and available in Clerk of Court’s case file). Respond-
ents claim that liability computed by weight is higher. The machinery’s
weight is not in the record. In any case, because we conclude that Nor-
folk is also protected by the $500 per package limit in the second bill of
lading at issue here, see Part III–B, infra, and thus cannot be liable for
more than $5,000 for the 10 containers, each holding one machine, the
precise liability under the ICC bill of lading does not matter.
2 Clauses extending liability limitations take their name from an English
case involving a steamship called Himalaya. See Adler v. Dickson,
[1955] 1 Q. B. 158 (C. A.).

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Meanwhile, Kirby separately insured the cargo for its true
value with its co-respondent in this case, Allianz Australia
Insurance Ltd. (formerly MMI General Insurance, Ltd.).
Having been hired by Kirby, and because it does not itself
actually transport cargo, ICC then hired Hamburg Su¨ damer-
ikanische Dampfschifffahrts-Gesellschaft Eggert & Amsinck
(Hamburg Su¨ d), a German ocean shipping company, to trans-
port the containers. To formalize their contract for car-
riage, Hamburg Su¨ d issued its own bill of lading to ICC
(Hamburg Su¨ d bill). That bill designates Sydney as the
port of loading, Savannah as the port of discharge, and
Huntsville as the ultimate destination for delivery. It
adopts COGSA’s default rule in limiting the liability of Ham-
burg Su¨ d, the bill’s designated carrier, to $500 per package.
See 46 U. S. C. App. § 1304(5). It also contains a clause ex-
tending that liability limitation beyond the “tackles”—that
is, to potential damage on land as well as on sea. Finally, it
too contains a Himalaya Clause extending the benefit of its
liability limitation to “all agents . . . (including inland)
carriers . . . and all independent contractors whatsoever.”
App. 63, cl. 5(b).
Acting through a subsidiary, Hamburg Su¨ d hired peti-
tioner Norfolk Southern Railway Company (Norfolk) to
transport the machinery from the Savannah port to Hunts-
ville. The Norfolk train carrying the machinery derailed en
route, causing an alleged $1.5 million in damages. Kirby’s
insurance company reimbursed Kirby for the loss. Kirby
and its insurer then sued Norfolk in the United States Dis-
trict Court for the Northern District of Georgia, asserting
diversity jurisdiction and alleging tort and contract claims.
In its answer, Norfolk argued, among other things, that Kir-
by’s potential recovery could not exceed the amounts set
forth in the liability limitations contained in the bills of lad-
ing for the machinery’s carriage.
The District Court granted Norfolk’s motion for partial
summary judgment, holding that Norfolk’s liability was lim-

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ited to $500 per container. Upon a joint motion from Nor-
folk and Kirby, the District Court certified its decision for
interlocutory review pursuant to 28 U. S. C. § 1292(b).
A divided panel of the Eleventh Circuit reversed. It held
that Norfolk could not claim protection under the Himalaya
Clause in the first contract, the ICC bill. It construed the
language of the clause to exclude parties, like Norfolk, that
had not been in privity with ICC when ICC issued the bill.
300 F. 3d 1300, 1308–1309 (2002). The majority also sug-
gested that “a special degree of linguistic specificity is re-
quired to extend the benefits of a Himalaya clause to an in-
land carrier.” Id., at 1310. As for the Hamburg Su¨ d bill,
the court held that Kirby could be bound by the bill’s liability
limitation “only if ICC was acting as Kirby’s agent when it
received Hamburg Su¨ d’s bill.” Id., at 1305. And, applying
basic agency law principles, the Court of Appeals concluded
that ICC had not been acting as Kirby’s agent when it re-
ceived the bill. Ibid. Based on its opinion that Norfolk
was not entitled to benefit from the liability limitation in
either bill of lading, the Eleventh Circuit reversed the Dis-
trict Court’s grant of summary judgment for the railroad.
We granted certiorari to decide whether Norfolk could take
shelter in the liability limitations of either bill, 540 U. S. 1099
(2004), and now reverse.
II
The courts below appear to have decided this case on an
assumption, shared by the parties, that federal rather than
state law governs the interpretation of the two bills of lad-
ing. Respondents now object. They emphasize that, at
bottom, this is a diversity case involving tort and contract
claims arising out of a rail accident somewhere between Sa-
vannah and Huntsville. We think, however, borrowing from
Justice Harlan, that “the situation presented here has a more
genuinely salty flavor than that.” Kossick v. United Fruit
Co., 365 U. S. 731, 742 (1961). When a contract is a maritime

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one, and the dispute is not inherently local, federal law con-
trols the contract interpretation. Id., at 735.
Our authority to make decisional law for the interpretation
of maritime contracts stems from the Constitution’s grant of
admiralty jurisdiction to federal courts. See Art. III, § 2,
cl. 1 (providing that the federal judicial power shall extend
to “all Cases of admiralty and maritime Jurisdiction”). See
28 U. S. C. § 1333(1) (granting federal district courts original
jurisdiction over “[a]ny civil case of admiralty or maritime
jurisdiction”); R. Fallon, D. Meltzer, & D. Shapiro, Hart and
Wechsler’s The Federal Courts and the Federal System 733–
738 (5th ed. 2003). This suit was properly brought in diver-
sity, but it could also be sustained under the admiralty juris-
diction by virtue of the maritime contracts involved. See
Pope & Talbot, Inc. v. Hawn, 346 U. S. 406, 411 (1953)
(“[S]ubstantial rights . . . are not to be determined differently
whether [a] case is labelled ‘law side’ or ‘admiralty side’ on a
district court’s docket”). Indeed, for federal common law to
apply in these circumstances, this suit must also be sustain-
able under the admiralty jurisdiction. See Stewart Organi-
zation, Inc. v. Ricoh Corp., 487 U. S. 22, 28 (1988). Because
the grant of admiralty jurisdiction and the power to make
admiralty law are mutually dependent, the two are often in-
tertwined in our cases.
Applying the two-step analysis from Kossick, we find that
federal law governs this contract dispute. Our cases do not
draw clean lines between maritime and nonmaritime con-
tracts. We have recognized that “[t]he boundaries of admi-
ralty jurisdiction over contracts—as opposed to torts or
crimes—being conceptual rather than spatial, have always
been difficult to draw.” 365 U. S., at 735. To ascertain
whether a contract is a maritime one, we cannot look to
whether a ship or other vessel was involved in the dispute,
as we would in a putative maritime tort case. Cf. Admiralty
Extension Act, 46 U. S. C. App. § 740 (“The admiralty and
maritime jurisdiction of the United States shall extend to

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and include all cases of damage or injury . . . caused by
a vessel on navigable water, notwithstanding that such
damage or injury be done or consummated on land”); 1
R. Force & M. Norris, The Law of Seamen § 1:15 (5th ed.
2003). Nor can we simply look to the place of the contract’s
formation or performance. Instead, the answer “depends
upon . . . the nature and character of the contract,” and the
true criterion is whether it has “reference to maritime serv-
ice or maritime transactions.” North Pacific S. S. Co. v.
Hall Brothers Marine Railway & Shipbuilding Co., 249
U. S. 119, 125 (1919) (citing Insurance Co. v. Dunham, 11
Wall. 1, 26 (1871)). See also Exxon Corp. v. Central Gulf
Lines, Inc., 500 U. S. 603, 611 (1991) (“[T]he trend in modern
admiralty case law . . . is to focus the jurisdictional inquiry
upon whether the nature of the transaction was maritime”).
The ICC and Hamburg Su¨ d bills are maritime contracts
because their primary objective is to accomplish the trans-
portation of goods by sea from Australia to the eastern coast
of the United States. See G. Gilmore & C. Black, Law of
Admiralty 31 (2d ed. 1975) (“Ideally, the [admiralty] jurisdic-
tion [over contracts ought] to include those and only those
things principally connected with maritime transportation”
(emphasis deleted)). To be sure, the two bills call for some
performance on land; the final leg of the machinery’s journey
to Huntsville was by rail. But under a conceptual rather
than spatial approach, this fact does not alter the essentially
maritime nature of the contracts.
In Kossick, for example, we held that a shipowner’s prom-
ise to assume responsibility for any improper treatment his
seaman might receive at a New York hospital was a maritime
contract. The seaman had asked the shipowner to pay for
treatment by a private physician, but the shipowner, prefer-
ring the cheaper public hospital, offered to cover the costs of
any complications that might arise from treatment there.
We characterized his promise as a “fringe benefit” to a ship-
owner’s duty in maritime law to provide “ ‘maintenance and

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cure.’ ” 365 U. S., at 736–737. Because the promise was in
furtherance of a “peculiarly maritime concer[n],” id., at 738,
it folded into federal maritime law. It did not matter that
the site of the inadequate treatment—which gave rise to the
contract dispute—was in a hospital on land. Likewise, Nor-
folk’s rail journey from Savannah to Huntsville was a
“fringe” portion of the intercontinental journey promised in
the ICC and Hamburg Su¨ d bills.
We have reiterated that the “ ‘fundamental interest giving
rise to maritime jurisdiction is “the protection of maritime
commerce.” ’ ” Exxon, supra, at 608 (emphasis added)
(quoting Sisson v. Ruby, 497 U. S. 358, 367 (1990), in turn
quoting Foremost Ins. Co. v. Richardson, 457 U. S. 668, 674
(1982)). The conceptual approach vindicates that interest
by focusing our inquiry on whether the principal objective of
a contract is maritime commerce. While it may once have
seemed natural to think that only contracts embodying com-
mercial obligations between the “tackles” (i. e., from port to
port) have maritime objectives, the shore is now an artificial
place to draw a line. Maritime commerce has evolved along
with the nature of transportation and is often inseparable
from some land-based obligations. The international trans-
portation industry “clearly has moved into a new era—the
age of multimodalism, door-to-door transport based on effi-
cient use of all available modes of transportation by air,
water, and land.” 1 Schoenbaum 589 (4th ed. 2004). The
cause is technological change: Because goods can now be
packaged in standardized containers, cargo can move easily
from one mode of transport to another. Ibid. See also
NLRB v. Longshoremen, 447 U. S. 490, 494 (1980) (“ ‘[C]on-
tainerization may be said to constitute the single most im-
portant innovation in ocean transport since the steamship
displaced the schooner’ ”); G. Muller, Intermodal Freight
Transportation 15–24 (3d ed. 1995).
Contracts reflect the new technology, hence the popularity
of “through” bills of lading, in which cargo owners can con-

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26 NORFOLK SOUTHERN R. CO. v. JAMES N. KIRBY, PTY LTD.
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tract for transportation across oceans and to inland destina-
tions in a single transaction. See 1 Schoenbaum 595. Put
simply, it is to Kirby’s advantage to arrange for transport
from Sydney to Huntsville in one bill of lading, rather than
to negotiate a separate contract—and to find an American
railroad itself—for the land leg. The popularity of that effi-
cient choice, to assimilate land legs into international ocean
bills of lading, should not render bills for ocean carriage non-
maritime contracts.
Some lower federal courts appear to have taken a spatial
approach when deciding whether intermodal transportation
contracts for intercontinental shipping are maritime in na-
ture. They have held that admiralty jurisdiction does not
extend to contracts which require maritime and nonmaritime
transportation, unless the nonmaritime transportation is
merely incidental—and that long-distance land travel is not
incidental. See, e. g., Hartford Fire Ins. Co. v. Orient Over-
seas Containers Lines (UK) Ltd., 230 F. 3d 549, 555–556
(CA2 2000) (“Transport by land under a bill of lading is not
‘incidental’ to transport by sea if the land segment involves
great and substantial distances,” and land transport of over
850 miles across four countries is more than incidental); Sea-
Land Serv., Inc. v. Danzig, 211 F. 3d 1373, 1378 (CA Fed.
2000) (holding that intermodal transport contracts were not
maritime contracts because they called for “substantial
transportation between inland locations and ports both in
this country and in the Middle East” that was not incidental
to the transportation by sea); Kuehne & Nagel (AG & Co.)
v. Geosource, Inc., 874 F. 2d 283, 290 (CA5 1989) (holding
that a through bill of lading calling for land transportation
up to 1,000 miles was not a traditional maritime contract
because such “extensive land-based operations cannot be
viewed as merely incidental to the maritime operations”).
As a preliminary matter, it seems to us imprecise to describe
the land carriage required by an intermodal transportation
contract as “incidental”; realistically, each leg of the journey

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is essential to accomplishing the contract’s purpose. In this
case, for example, the bills of lading required delivery to
Huntsville; the Savannah port would not do.
Furthermore, to the extent that these lower court deci-
sions fashion a rule for identifying maritime contracts that
depends solely on geography, they are inconsistent with the
conceptual approach our precedent requires. See Kossick,
supra, at 735. Conceptually, so long as a bill of lading re-
quires substantial carriage of goods by sea, its purpose is
to effectuate maritime commerce—and thus it is a maritime
contract. Its character as a maritime contract is not de-
feated simply because it also provides for some land carriage.
Geography, then, is useful in a conceptual inquiry only in a
limited sense: If a bill’s sea components are insubstantial,
then the bill is not a maritime contract.
Having established that the ICC and Hamburg Su¨ d bills
are maritime contracts, then, we must clear a second hurdle
before applying federal law in their interpretation. Is this
case inherently local? For not “every term in every mari-
time contract can only be controlled by some federally de-
fined admiralty rule.” Wilburn Boat Co. v. Fireman’s Fund
Ins. Co., 348 U. S. 310, 313 (1955) (applying state law to mari-
time contract for marine insurance because of state regula-
tory power over insurance industry). A maritime contract’s
interpretation may so implicate local interests as to beckon
interpretation by state law. See Kossick, 365 U. S., at 735.
Respondents have not articulated any specific Australian or
state interest at stake, though some are surely implicated.
But when state interests cannot be accommodated without
defeating a federal interest, as is the case here, then federal
substantive law should govern. See id., at 739 (the process
of deciding whether federal law applies “is surely . . . one of
accommodation, entirely familiar in many areas of overlap-
ping state and federal concern, or a process somewhat analo-
gous to the normal conflict of laws situation where two sov-
ereignties assert divergent interests in a transaction”); 2

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28 NORFOLK SOUTHERN R. CO. v. JAMES N. KIRBY, PTY LTD.
Opinion of the Court
Schoenbaum 61 (“ ‘Bills of lading issued outside the United
States are governed by the general maritime law, consider-
ing relevant choice of law rules’ ”).
Here, our touchstone is a concern for the uniform meaning
of maritime contracts like the ICC and Hamburg Su¨ d bills.
We have explained that Article III’s grant of admiralty juris-
diction “ ‘must have referred to a system of law coextensive
with, and operating uniformly in, the whole country. It cer-
tainly could not have been the intention to place the rules
and limits of maritime law under the disposal and regulation
of the several States, as that would have defeated the uni-
formity and consistency at which the Constitution aimed on
all subjects of a commercial character affecting the inter-
course of the States with each other or with foreign states.’ ”
American Dredging Co. v. Miller, 510 U. S. 443, 451 (1994)
(quoting The Lottawanna, 21 Wall. 558, 575 (1875)). See
also Yamaha Motor Corp., U. S. A. v. Calhoun, 516 U. S. 199,
210 (1996) (“[I]n several contexts, we have recognized that
vindication of maritime policies demanded uniform adher-
ence to a federal rule of decision” (citing Kossick, supra, at
742; Pope & Talbot, 346 U. S., at 409; Garrett v. Moore-
McCormack Co., 317 U. S. 239, 248–249 (1942))); Romero v.
International Terminal Operating Co., 358 U. S. 354, 373
(1959) (“[S]tate law must yield to the needs of a uniform fed-
eral maritime law when this Court finds inroads on a harmo-
nious system[,] [b]ut this limitation still leaves the States a
wide scope”).
Applying state law to cases like this one would undermine
the uniformity of general maritime law. The same liability
limitation in a single bill of lading for international inter-
modal transportation often applies both to sea and to land,
as is true of the Hamburg Su¨ d bill. Such liability clauses
are regularly executed around the world. See 1 Schoen-
baum 595; Wood, Multimodal Transportation: An Ameri-
can Perspective on Carrier Liability and Bill of Lading Is-
sues, 46 Am. J. Comp. L. 403, 407 (Supp. 1998). See also

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46 U. S. C. App. § 1307 (permitting parties to extend the
COGSA default liability limit to damage done “prior to the
loading on and subsequent to the discharge from the ship”).
Likewise, a single Himalaya Clause can cover both sea and
land carriers downstream, as is true of the ICC bill. See
Part III–A, infra. Confusion and inefficiency will inevita-
bly result if more than one body of law governs a given con-
tract’s meaning. As we said in Kossick, when “a [maritime]
contract . . . may well have been made anywhere in the
world,” it “should be judged by one law wherever it was
made.” 365 U. S., at 741. Here, that one law is federal.
In protecting the uniformity of federal maritime law, we
also reinforce the liability regime Congress established in
COGSA. By its terms, COGSA governs bills of lading for
the carriage of goods “from the time when the goods are
loaded on to the time when they are discharged from the
ship.” 46 U. S. C. App. § 1301(e). For that period, COGSA’s
“package limitation” operates as a default rule. § 1304(5).
But COGSA also gives the option of extending its rule by
contract. See § 1307 (“Nothing contained in this chapter
shall prevent a carrier or a shipper from entering into any
agreement, stipulation, condition, reservation, or exemption
as to the responsibility and liability of the carrier or the ship
for the loss or damage to or in connection with the custody
and care and handling of goods prior to the loading on and
subsequent to the discharge from the ship on which the
goods are carried by sea”). As COGSA permits, Hamburg
Su¨ d in its bill of lading chose to extend the default rule to
the entire period in which the machinery would be under its
responsibility, including the period of the inland transport.
Hamburg Su¨ d would not enjoy the efficiencies of the default
rule if the liability limitation it chose did not apply equally
to all legs of the journey for which it undertook responsibil-
ity. And the apparent purpose of COGSA, to facilitate effi-
cient contracting in contracts for carriage by sea, would be
defeated.

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30 NORFOLK SOUTHERN R. CO. v. JAMES N. KIRBY, PTY LTD.
Opinion of the Court
III
A
Turning to the merits, we begin with the ICC bill of lad-
ing, the first of the contracts at issue. Kirby and ICC made
a contract for the carriage of machinery from Sydney to
Huntsville, and agreed to limit the liability of ICC and other
parties who would participate in transporting the machinery.
The bill’s Himalaya Clause states:
“These conditions [for limitations on liability] apply
whenever claims relating to the performance of the con-
tract evidenced by this [bill of lading] are made against
any servant, agent or other person (including any inde-
pendent contractor) whose services have been used in
order to perform the contract.” App. to Pet. for Cert.
59a, cl. 10.1 (emphasis added).
The question presented is whether the liability limitation in
Kirby’s and ICC’s contract extends to Norfolk, which is ICC’s
sub-subcontractor. The Circuits have split in answering
this question. Compare, e. g., Akiyama Corp. of America v.
M. V. Hanjin Marseilles, 162 F. 3d 571, 574 (CA9 1998) (priv-
ity of contract is not required in order to benefit from a Hi-
malaya Clause), with Mikinberg v. Baltic S. S. Co., 988 F. 2d
327, 332 (CA2 1993) (a contractual relationship is required).
This is a simple question of contract interpretation. It
turns only on whether the Eleventh Circuit correctly applied
this Court’s decision in Robert C. Herd & Co. v. Krawill Ma-
chinery Corp., 359 U. S. 297 (1959). We conclude that it did
not. In Herd, the bill of lading between a cargo owner and
carrier said that, consistent with COGSA, “ ‘the Carrier’s lia-
bility, if any, shall be determined on the basis of $500 per
package.’ ” Id., at 302. The carrier then hired a stevedor-
ing company to load the cargo onto the ship, and the steve-
doring company damaged the goods. The Court held that
the stevedoring company was not a beneficiary of the bill’s
liability limitation. Because it found no evidence in COGSA

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or its legislative history that Congress meant COGSA’s lia-
bility limitation to extend automatically to a carrier’s agents,
like stevedores, the Court looked to the language of the bill
of lading itself. It reasoned that a clause limiting “ ‘the Car-
rier’s liability’ ” did not “indicate that the contracting par-
ties intended to limit the liability of stevedores or other
agents. . . . If such had been a purpose of the contracting
parties it must be presumed that they would in some way
have expressed it in the contract.” Ibid. The Court added
that liability limitations must be “strictly construed and lim-
ited to intended beneficiaries.” Id., at 305.
The Eleventh Circuit, like respondents, made much of the
Herd decision. Deriving a principle of narrow construction
from Herd, the Court of Appeals concluded that the language
of the ICC bill’s Himalaya Clause is too vague to clearly in-
clude Norfolk. 300 F. 3d, at 1308. Moreover, the lower
court interpreted Herd to require privity between the car-
rier and the party seeking shelter under a Himalaya Clause.
300 F. 3d, at 1308. But nothing in Herd requires the linguis-
tic specificity or privity rules that the Eleventh Circuit at-
tributes to it. The decision simply says that contracts for
carriage of goods by sea must be construed like any other
contracts: by their terms and consistent with the intent of
the parties. If anything, Herd stands for the proposition
that there is no special rule for Himalaya Clauses.
The Court of Appeals’ ruling is not true to the contract
language or to the intent of the parties. The plain language
of the Himalaya Clause indicates an intent to extend the lia-
bility limitation broadly—to “any servant, agent or other
person (including any independent contractor)” whose serv-
ices contribute to performing the contract. App. to Pet. for
Cert. 59a, cl. 10.1 (emphasis added). “Read naturally, the
word ‘any’ has an expansive meaning, that is, ‘one or some
indiscriminately of whatever kind.’ ” United States v. Gon-
zales, 520 U. S. 1, 5 (1997) (quoting Webster’s Third New In-
ternational Dictionary 97 (1976)). There is no reason to con-

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32 NORFOLK SOUTHERN R. CO. v. JAMES N. KIRBY, PTY LTD.
Opinion of the Court
travene the clause’s obvious meaning. See Green v. Biddle,
8 Wheat. 1, 89–90 (1823) (“[W]here the words of a law, treaty,
or contract, have a plain and obvious meaning, all construc-
tion, in hostility with such meaning, is excluded”). The ex-
pansive contract language corresponds to the fact that vari-
ous modes of transportation would be involved in performing
the contract. Kirby and ICC contracted for the transporta-
tion of machinery from Australia to Huntsville, Alabama,
and, as the crow flies, Huntsville is some 366 miles inland
from the port of discharge. See G. Fitzpatrick & M. Modlin,
Direct-Line Distances 168 (1986). Thus, the parties must
have anticipated that a land carrier’s services would be nec-
essary for the contract’s performance. It is clear to us that
a railroad like Norfolk was an intended beneficiary of the
ICC bill’s broadly written Himalaya Clause. Accordingly,
Norfolk’s liability is limited by the terms of that clause.
B
The question arising from the Hamburg Su¨ d bill of lading
is more difficult. It requires us to set an efficient default
rule for certain shipping contracts, a task that has been a
challenge for courts for centuries. See, e. g., Hadley v. Bax-
endale, 9 Exch. 341, 156 Eng. Rep. 145 (1854). ICC and
Hamburg Su¨ d agreed that Hamburg Su¨ d would transport the
machinery from Sydney to Huntsville, and agreed to the
COGSA “package limitation” on the liability of Hamburg
Su¨ d, its agents, and its independent contractors. The sec-
ond question presented is whether that liability limitation,
which ICC negotiated, prevents Kirby from suing Norfolk
(Hamburg Su¨ d’s independent contractor) for more. As we
have explained, the liability limitation in the ICC bill, the
first contract, sets liability for a land accident higher than
this bill does. See n. 1, supra. Because Norfolk’s liability
will be lower if it is protected by the Hamburg Su¨ d bill too,
we must reach this second question in order to give Norfolk
the full relief for which it petitioned.

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To interpret the Hamburg Su¨ d bill, we turn to a rule
drawn from our precedent about common carriage: When an
intermediary contracts with a carrier to transport goods, the
cargo owner’s recovery against the carrier is limited by the
liability limitation to which the intermediary and carrier
agreed. The intermediary is certainly not automatically
empowered to be the cargo owner’s agent in every sense.
That would be unsustainable. But when it comes to liability
limitations for negligence resulting in damage, an intermedi-
ary can negotiate reliable and enforceable agreements with
the carriers it engages.
We derive this rule from our decision about common car-
riage in Great Northern R. Co. v. O’Connor, 232 U. S. 508
(1914). In Great Northern, an owner hired a transfer com-
pany to arrange for the shipment of her goods. Without the
owner’s express authority, the transfer company arranged
for rail transport at a tariff rate that limited the railroad’s
liability to less than the true value of the goods. The goods
were lost en route, and the owner sued the railroad. The
Court held that the railroad must be able to rely on the liabil-
ity limitation in its tariff agreement with the transfer com-
pany. The railroad “had the right to assume that the Trans-
fer Company could agree upon the terms of the shipment”;
it could not be expected to know if the transfer company had
any outstanding, conflicting obligation to another party. Id.,
at 514. The owner’s remedy, if necessary, was against the
transfer company. Id., at 515.
Respondents object to our reading of Great Northern, and
argue that this Court should fashion the federal rule of deci-
sion from general agency law principles. Like the Eleventh
Circuit, respondents reason that Kirby cannot be bound by
the bill of lading that ICC negotiated with Hamburg Su¨ d
unless ICC was then acting as Kirby’s agent. Other Courts
of Appeals have also applied agency law to cases similar to
this one. See, e. g., Kukje Hwajae Ins. Co. v. The M/V
Hyundai Liberty, 294 F. 3d 1171, 1175–1177 (CA9 2002) (an

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34 NORFOLK SOUTHERN R. CO. v. JAMES N. KIRBY, PTY LTD.
Opinion of the Court
intermediary acted as a cargo owner’s agent when negotiat-
ing a bill of lading with a downstream carrier).
We think reliance on agency law is misplaced here. It is
undeniable that the traditional indicia of agency, a fiduciary
relationship and effective control by the principal, did not
exist between Kirby and ICC. See Restatement (Second) of
Agency § 1 (1957). But that is of no moment. The principle
derived from Great Northern does not require treating ICC
as Kirby’s agent in the classic sense. It only requires treat-
ing ICC as Kirby’s agent for a single, limited purpose: when
ICC contracts with subsequent carriers for limitation on lia-
bility. In holding that an intermediary binds a cargo owner
to the liability limitations it negotiates with downstream car-
riers, we do not infringe on traditional agency principles.
We merely ensure the reliability of downstream contracts for
liability limitations. In Great Northern, because the inter-
mediary had been “entrusted with goods to be shipped by
railway, and, nothing to the contrary appearing, the carrier
had the right to assume that [the intermediary] could agree
upon the terms of the shipment.” 232 U. S., at 514. Like-
wise, here we hold that intermediaries, entrusted with
goods, are “agents” only in their ability to contract for liabil-
ity limitations with carriers downstream.
Respondents also contend that any decision binding Kirby
to the Hamburg Su¨ d bill’s liability limitation will be disas-
trous for the international shipping industry. Various par-
ticipants in the industry have weighed in as amici on both
sides in this case, and we must make a close call. It would
be idle to pretend that the industry can easily be character-
ized, or that efficient default rules can easily be discerned.
In the final balance, however, we disagree with respondents
for three reasons.
First, we believe that a limited agency rule tracks industry
practices. In intercontinental ocean shipping, carriers may
not know if they are dealing with an intermediary, rather

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35 Cite as: 543 U. S. 14 (2004)
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than with a cargo owner. Even if knowingly dealing with
an intermediary, they may not know how many other inter-
mediaries came before, or what obligations may be outstand-
ing among them. If the Eleventh Circuit’s rule were the
law, carriers would have to seek out more information before
contracting, so as to assure themselves that their contractual
liability limitations provide true protection. That task of
information gathering might be very costly or even impossi-
ble, given that goods often change hands many times in the
course of intermodal transportation. See 1 Schoenbaum
589; Wood, 46 Am. J. Comp. L., at 404.
Second, if liability limitations negotiated with cargo own-
ers were reliable while limitations negotiated with interme-
diaries were not, carriers would likely want to charge the
latter higher rates. A rule prompting downstream carriers
to distinguish between cargo owners and intermediary ship-
pers might interfere with statutory and decisional law pro-
moting nondiscrimination in common carriage. Cf. ICC v.
Delaware, L. & W. R. Co., 220 U. S. 235, 251–256 (1911) (com-
mon carrier cannot “sit in judgment on the title of the pro-
spective shipper”); Shipping Act, 46 U. S. C. App. § 1709
(nondiscrimination rules). It would also, as we have inti-
mated, undermine COGSA’s liability regime.
Finally, as in Great Northern, our decision produces an
equitable result. See 232 U. S., at 515. Kirby retains the
option to sue ICC, the carrier, for any loss that exceeds the
liability limitation to which they agreed. And indeed, Kirby
has sued ICC in an Australian court for damages arising
from the Norfolk derailment. It seems logical that ICC—
the only party that definitely knew about and was party to
both of the bills of lading at issue here—should bear respon-
sibility for any gap between the liability limitations in the
bills. Meanwhile, Norfolk enjoys the benefit of the Ham-
burg Su¨ d bill’s liability limitation.

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36 NORFOLK SOUTHERN R. CO. v. JAMES N. KIRBY, PTY LTD.
Opinion of the Court
IV
We hold that Norfolk is entitled to the protection of the
liability limitations in the two bills of lading. Having under-
taken this analysis, we recognize that our decision does no
more than provide a legal backdrop against which future bills
of lading will be negotiated. It is not, of course, this Court’s
task to structure the international shipping industry. Fu-
ture parties remain free to adapt their contracts to the rules
set forth here, only now with the benefit of greater predict-
ability concerning the rules for which their contracts might
compensate.
The judgment of the United States Court of Appeals for
the Eleventh Circuit is reversed, and the case is remanded
for further proceedings consistent with this opinion.
It is so ordered.