Reported / Citable
Background
Freight forwarder F.H. Bertling arranged through Air Charter Service (HK) Ltd. (ACS) to charter a Qatar Airways aircraft to carry roughly 100,000 kilograms of cargo from Houston to Singapore. Bertling’s agreement with ACS required the cargo to be customs cleared, properly packaged, and ready for carriage 24 hours before the scheduled May 4, 2022 departure. ACS separately contracted with Qatar Airways and agreed that it was acting both for itself and as agent for cargo owners.
Although the first truck arrived before the deadline, the remaining trucks arrived afterward. The cargo also failed explosives-trace screening. Bertling asserted that a Qatar representative allowed it to divide, re-document, and re-deliver the cargo by 7 p.m. on May 3; Qatar disputed that account and said its employees told ACS not to re-tender the cargo because the cutoff had passed. No screening staff were present for the second delivery, the cargo missed the flight, and Qatar did not refund the $850,000 charter price.
The Court’s Holding
Judge Andrew S. Hanen granted Bertling partial summary judgment on the first element of its Texas breach-of-contract claim. The undisputed evidence established that ACS acted as Bertling’s agent in entering the ACS-Qatar contract, so Bertling, as principal, could enforce that contract even though it was not a signatory.
The court denied summary judgment on performance, breach, and damages because material factual disputes remained. Those disputes included whether Bertling timely and properly tendered the cargo, whether Qatar agreed to accept and screen the re-delivery, and whether Qatar breached by not screening or transporting it. The court also held that the contract’s refund provision did not independently require a refund: it applied only if Qatar elected to suspend or terminate the contract, which Qatar did not do.
Key Takeaways
- An undisclosed principal may enforce a contract made by its agent under Texas law.
- Disputes over late cargo delivery, failed screening, and alleged permission to re-tender precluded summary judgment on breach.
- A charter-price refund clause conditioned on suspension or termination does not require a refund when neither occurred.
Why It Matters
The ruling confirms that a cargo owner may enforce a carrier contract negotiated through an intermediary acting as its agent. But it leaves the central liability questions for later resolution, including whether the shipper performed and whether the carrier wrongfully rejected the re-delivered cargo.