Judgement Appeal from a decree of the Court of Appeal (April 19, 1901) reversing a decree of Russell J. (March 22, 1900). The appellant Glanville was at all material times the registered managing owner of the steamship Bombay, and the appellant Turner her master. The Bombay was, by a charter-party dated August 20, 1898 (hereinafter called the time charter), let for six months to Messrs. Issabhoy Thaver & Co., and was by an agreement of August 26, 1898, which was subsequently embodied in a charterparty (hereinafter called the sub-charter) sublet by Messrs. Issabhoy Thaver & Co. to the respondent for a round voyage. By the time charter a lien was given to the owners of the Bombay upon all cargoes for freight or charter money due under the charter. The respondent had notice of the time charter and its terms. During the currency of the time charter, that is to say on February 2, 1899, the Bombay, in prosecution of the round voyage for which she was sub-chartered to the respondent, arrived at Bombay having on board of her two consignments of sugar, one of 13,431 bags and the other of 17,076 bags, which had been shipped by the respondent at Mauritius, and in respect of which the respondent was himself the holder of the bills of lading. There was then due to the owners of the Bombay a months hire amounting to Rs. 18,000, equivalent to 1197Z., and for this freight or charter money the appellant Turner, on the instructions of his owners, exercised a lien on the said bags of sugar. The respondent, on February 8, 1899, sued the appellant Turner and one Chabildas Lulloobhoy, afterwards changed to Glanville, as one of the owners of the Bombay. His prayer was for an order on the defendants for delivery to him of the said bags of sugar or for payment of five lacs of rupees, their value, and costs of suit, and such further or other relief as the nature of the case might require. The respondent alleged that the detention of the sugar was wrongful, that the bills of lading admitted that the freight was paid in Port Louis, and that he was entitled to receive delivery of the sugar without payment of any freight. The respondent alleged that the detention of the sugar was wrongful, that the bills of lading admitted that the freight was paid in Port Louis, and that he was entitled to receive delivery of the sugar without payment of any freight. The appellant Turner by his written statement contended that he was lawfully entitled to exercise the lien given by the time charter for the hire of the steamer against the goods claimed by the plaintiff, and was also lawfully entitled to exercise a lien upon the said goods for freight for all the goods mentioned in the bills of lading specified in the list No. 3 annexed to the written statement. The appellant Turner also alleged that the respondent was aware of the terms of the time charter which conferred the lien, and, further, that he, the appellant Turner, was induced to sign the bills of lading without receiving any freight by a misrepresentation of the respondents agents. The appellant Glanville by his written statement contended that all the cargo shipped by the plaintiff upon the said vessel was the subject of the lien given to the owners by the time charter, and that the captain rightly exercised the lien upon the cargo for the amount of Rs. 18,000; and, further, that the captain had no authority to sign the bills of lading in the plaint mentioned without providing that the freight payable in respect of the goods shipped thereunder should be paid to the captain or the agents of the owner; and, further, that the signature of the captain to the said bills of lading was obtained at Mauritius by misrepresentation on the part of the agents of the respondent; and that without prejudice to any of the foregoing defences the respondent was bound to pay reasonable freight for the goods shipped under the bills of lading; and that the captain was justified in exercising a lien upon the goods of the respondent; and that the lien exercised by the captain was good at least for the amount of such freight. The most material provisions of the time charter were as follows— By clause 4 That the charterers should pay for the use and hire of the vessel at the rate of 7s. 6d. per gross register ton per calendar month. This amounted to 1197l., or Rs. 18,000, per month. The most material provisions of the time charter were as follows— By clause 4 That the charterers should pay for the use and hire of the vessel at the rate of 7s. 6d. per gross register ton per calendar month. This amounted to 1197l., or Rs. 18,000, per month. By clause 8 That payment was to be made in cash monthly in advance to owners agents in Bombay, and that in default of such payment the owners or their agent should have the faculty of withdrawing the said steamer from the service of the said charterers. By clause 14 That the captain (although appointed by the owners) should be under the orders and direction of the charterers as regards employment, agency, or other arrangements. Bills of lading were to be signed at any rate of freight the charterers or their agents might direct without prejudice to this charter. By clause 21 That charterers were to have the option of sub-letting the steamer. By clause 22 That the owners should have a lien upon all cargoes for freight or charter money due under this charter. The most material provisions of the sub-charter, under which freight was to be calculated upon the amount of cargo carried by the vessel from Saigon to Reunion, were — Clause 15 The captain, if necessary, to sign bills of lading at any freight without prejudice to this charterparty. Clause 24 Time charterers to have a lien on the cargo for freight and demurrage (if any). Russell J. declared by his decree that the appellants were entitled to the lien claimed, that the respondent was at all material times aware of the time charter and its terms, and that his goods were not exempt from the lien conferred by that charter; also that the bills of lading were signed by the master in the form employed without authority of the owners, and that the signature of the master was obtained by misrepresentation, and was affixed by mistake, and that the bills of lading had no validity as against the appellants. The learned judge further found that under any circumstances the respondent was not entitled to demand his cargo or to maintain the suit without tendering the amount due under the terms of the sub-charter, and that no tender was made by the respondent. The learned judge further found that under any circumstances the respondent was not entitled to demand his cargo or to maintain the suit without tendering the amount due under the terms of the sub-charter, and that no tender was made by the respondent. The Court of Appeal, on the contrary, declared that there was a lien against the respondent only for the balance of the sub-charter freight, which amount was to be determined thereafter; and that if on such inquiry it was found that the balance due was less than Rs. 6000, then the respondent was to be entitled to damages to an amount to be ascertained. Further consideration and costs were reserved with, liberty to apply. With regard to the respondent having had knowledge of the time charter and its terms, the Court of Appeal was of opinion that this fact was in the circumstances immaterial, and that the shipowners having by the time charter authorized the subletting of the vessel, their lien was limited to the freight for which the time charterer had a lien—that is to say, for the freight due under the sub-charter. The Court was also of opinion that there had not been misrepresentation inducing the signing of the bills of lading, but in the view of the Court these bills of lading were mere acknowledgments of the receipt of the goods, and the rights of the parties were fixed by the sub-charter. Carver, K.C., and A. Adair Roche, for the appellants, contended that this judgment was wrong, and that the judgment of Russell J. ought to be restored. They referred to Hansen v. Harrold Brothers ([ 1894] 1 Q. B. 612; S.C. 63 L. J. (Q. B.) 744.), and contended that in the circumstances of this case the appellants were entitled to the lien which they claimed upon the respondents goods. As regards the lien for the unpaid hire of the vessel, that was claimed by the appellants under the terms of the time charter of which the respondent at the date of shipment had notice. Notwithstanding, the power of the time charterers to sublet the vessel remained subject to the terms of the time charter, and ccordingly both time charterer and sub-charterer, the latter having had effective notice or means of knowledge of its contents, were bound thereby see especially clause 22. Notwithstanding, the power of the time charterers to sublet the vessel remained subject to the terms of the time charter, and ccordingly both time charterer and sub-charterer, the latter having had effective notice or means of knowledge of its contents, were bound thereby see especially clause 22. In the amount of lien, therefore, the appellants were not limited to the amount due under the sub-charter see Peek v. Larsen (( 1871) L. R. 12 Eq. 378, 383.) as to the effect of notice Ralli Brothers v. Paddington Steamship Co. (( 1900) 5 Com. Cas. 124.) Moreover, the terms of the sub-charter did not confer on the respondent any right to ship goods free from the operation of the lien conferred by the time charter. With regard to the relation to the shipowner of the man who ships his goods on board without contract except with the charterer, see Delaurier v. Wyllie (( 1889) 17 R. 167, 191.) ; Reynolds v. Jex (( 1865) 34 L. J. (Q.B.) 251; S. C. 7 B. & s. 86.) ; Small v. Moates. ((1833) 9 Bing. 574, 579, 591-2 ; 35 R. R. 613.) Then with regard to the bills of lading, it was contended that they were signed by the master on the requirement of the respondents agents claiming to be entitled thereto under the charterparty. They did not amount to an agreement with the respondent, or confer on him any right to have the goods free from the lien for unpaid hire. If the bills had any such effect, the master had no authority to sign them in that form. The only bills which he had power to sign were without prejudice to the time charter, i.e. subject to its terms. The evidence shewed that his signature was induced by misrepresentation of the respondents agents, and was given under a mistake as to the facts. Under all the circumstances of the case, the bills of lading were mere receipts for goods put on board, and were not contracts which overrode the terms of the charters. The respondent had had no contract with the ship at all freed from the provisions including lien contained in the time charters. J. A. Hamilton, K.C., and Lauriston Batten, for the respondent, contended that no right of lien had been made out in favour of the appellants as arising from any contract express or implied. The respondent had had no contract with the ship at all freed from the provisions including lien contained in the time charters. J. A. Hamilton, K.C., and Lauriston Batten, for the respondent, contended that no right of lien had been made out in favour of the appellants as arising from any contract express or implied. The respondents contract was with the time charterers. There was no proof that he knew the terms, but only the existence of the time charter. As regards the chartered hire, therefore, he was not a party to the time charter, nor bound by its terms. The respondents liabilities were under his sub-charter. He made it on behalf of his firm in Mauritius, to whom he had paid his bill of lading freight on his own goods. They were discharged, therefore, of bill of lading freights. They were not subject to a lien for chartered freight either under the time charter or sub-charter; or if under the latter instrument, the respondent was always ready to discharge it. The respondents contract was comprised in the sub-charter and bills of lading which the master had authority to make, and by those contracts he should be bound, free of all obligation under the time charter see Tharsis Copper Mining Co. v. Culliford (( 1873) 22 W. R. 47.) ; Small v. Moates (9 Bing. 574, 579, 591-2; 35 R. R. 613.); Gledstanes v. Allen. (( 1852) 12 C. B. 202.) Misrepresentation was disproved, and the appellants were not entitled to repudiate the bills of lading, which were only such as the respondent was entitled to claim when he shipped the goods, and which bound the owners. Reference was made to Kern v. Deslandes (( 1861) 10 C. B. (N.S.) 205.); Reynolds v. Jex (34 L. J. (Q.B.) 251.); and reliance was placed on The Shillitto (( 1897) 3 Com. Cas. 44, 46-48.); Carvers Carriage by Sea, s. 161. The real question is as to the terms on which the goods were carried. The consignee was entitled to delivery on payment of an amount certain, which might be less than that due under the time charter. The master had authority to receive goods on any terms "without prejudice to the charterparty"—that is, without prejudice to, any rights as between the owners and the time charterers. In other respects his powers were not limited. The consignee was entitled to delivery on payment of an amount certain, which might be less than that due under the time charter. The master had authority to receive goods on any terms "without prejudice to the charterparty"—that is, without prejudice to, any rights as between the owners and the time charterers. In other respects his powers were not limited. Accordingly the bills of lading were evidence of separate contracts with the shippers into which the terms of the charterparty were not incorporated, either by actual reference thereto or by force of the law of notice see Peek v. Larsen (L. R. 12 Eq. 378.); Sewell v. Burdick (( 1884) pp. Cas. 74, 105.); Leduc v. Ward (( 1888) 20 Q. B. D. 475, 479.); Rodoconachi v. Milburn (( 1886) 18 Q. B. D. 67.); Haywood v. Brunswick Building Society. (( 1881) 8 Q. B. D. 403, 406.) Carver, K.C., replied. The judgment of their Lordships was delivered by LORD LINDLEY. The question raised by this appeal is whether the appellants, who are shipowners, are entitled to a lien for freight payable under a time charter on the goods of the respondent, who was no party to that charter, but whose goods were carried in the appellants ship under a sub-charter and bill of lading. The judge of first instance decided this question in favour of the appellants. His decision was reversed by the Court of Appeal in Bombay, and the present appeal is from the decision of that Court. The undisputed facts are as follows — The appellant Glanville was the registered owner of the steamship Bombay, and the appellant Turner was her captain. By a charter dated August 20, 1898, and entered into by the agents of the owners and some Bombay merchants named Issabhoy Thaver & Co., the owners agreed to let and the charterers agreed to hire the ship for six calendar months. She was placed at their disposal with a full complement of officers and men at Bombay for employment in the Indian Ocean and other Eastern waters as the charterers or their agents should direct, on certain conditions of which the following are important (2.) The owners were to pay the captain and crew. (4.) The charterers were to pay freight monthly in advance at the rate of 7s. 6d. per ton, which came to Rs. 18,000. (4.) The charterers were to pay freight monthly in advance at the rate of 7s. 6d. per ton, which came to Rs. 18,000. (8.) In default of such payment the owners were entitled to withdraw the steamer from the service of the charterers without prejudice to any claim the owners might otherwise have against them. (14.) The captain, although appointed by the owners, was to be under the orders and directions of the charterers as regards employment, agency, or other arrangements. Bills of lading were to be signed at any rate of freight the charterers or-their agents might direct without prejudice to that charter, and the captain was to attend daily, if required, at their offices to do so. The charterers were to indemnify the owners from all consequences or liabilities that might arise from the captain doing so except for short delivery. (21.) The charterers were to have the • option of sub-letting the steamer. (22.) The owners were to have a lien upon all cargoes for freight or charter money due under the charter, and the charterers were to have a lien on the ship for all moneys paid in advance and not earned. The 14th, 21st, and 22nd conditions are those which have given rise to the controversy between the parties; but before considering them it will be convenient to state what was done, and, for the purpose of avoiding confusion, the charterers under this charter will be referred to as the " time charterers " in order to distinguish them from the respondent, who is their sub-charterer. Shortly after the time charter was made the ship was sub-chartered to the respondent for a round voyage from Saigon to Reunion and back from Mauritius to Bombay. She was to take rice from Saigon to Reunion and sugar from Mauritius to Bombay. Freight was to be payable for the whole voyage at the rate Rs. l 8a. per bag of 168 lbs., calculated only on the cargo shipped from Saigon to Reunion. There was to be no freight payable by the sub-charterer to the time charterer for any other cargo. On account of the freight thus estimated, Rs. 37,500 were to be paid at Bombay before the steamer sailed from Saigon, Rs. 25,000 at Reunion or Mauritius, and the balance was to be paid at Bombay after delivery of the cargo there. There was to be no freight payable by the sub-charterer to the time charterer for any other cargo. On account of the freight thus estimated, Rs. 37,500 were to be paid at Bombay before the steamer sailed from Saigon, Rs. 25,000 at Reunion or Mauritius, and the balance was to be paid at Bombay after delivery of the cargo there. It will be observed that neither of these documents took the ship out of the legal possession of the owners so as to deprive them of the power of detaining goods on board, and of enforcing any lien to which they might be entitled. The captain retained possession for the owners, and was in a position to enforce the lien expressly conferred by the time charter if it was properly enforceable against the goods in question. The steamer completed this voyage, and on February 2, 1899, she arrived at Bombay, having on board a quantity of sugar put on board by the sub-charterer at Mauritius, and for which he had received bills of lading from the captain. The freight payable by these bills of lading was at the rate of 6 annas per 75 kilograms, and this freight was prepaid by the sub-charterer in Mauritius, so that when the ship arrived in Bombay nothing remained to be paid by the sub-charterer to the owners in respect of the bill of lading freight. It appears, however, that something was due from the sub-charterer to the time charterers for money payable under the sub-charter. There was also due to the owners a months freight, i.e., Rs. 18,000 (1197l.), from the time charterers under the time charter, and the owners claimed a lien for this amount on the sub-charterers sugar. Hence the dispute between the parties. The sub-charterer brought an action to recover his sugar, or its value, and damages for its detention, and the shipowners defended the action relying on their lien. So far there is no dispute about the facts. The shipowners, however, also defended the action upon the ground of misrepresentation alleged to have been made by the sub-charterer to the captain before the sugar was shipped, and on the faith of which he is said to have signed the bills of lading. This alleged misrepresentation was denied, and a considerable amount of evidence upon it was adduced. The judge of first instance thought the defence proved. This alleged misrepresentation was denied, and a considerable amount of evidence upon it was adduced. The judge of first instance thought the defence proved. But the Court of Appeal took a different view. The evidence has again been laid before their Lordships, and they have carefully considered it. It appears that the sub-charterer had paid to the agents of the shipowners some of the freight payable in advance under the time charter, and there was undoubtedly some misunderstanding on the part of the captain as to similar payments being made in future. But their Lordships are not satisfied that the sub-charterer made any false statement to the owners agents or to the captain, nor any representation or promise which could confer on the owners any lien on the sub-charterers goods other than such as the documents above referred to entitle them to assert. Their Lordships, however, agree with both Courts in India in their conclusion that the sub-charterer knew, in a general way, of the time charter, and that the freight payable under it by the time charterers was Rs. 18,000, payable monthly in advance. Bearing these conclusions in mind, their Lordships will consider the legal position of the parties. The first question which arises is the effect of the bills of lading. Apart from them, there was no contract between the shipowners and the sub-charterer. But he shipped his sugar on board the steamer on the terms of those bills of lading, and the captain was authorized by the time charter to sign them. Whether he signed them for the shipowners or for the sub-charterer he had express authority from the shipowners to sign them. Under these circumstances the shipowners appear to their Lordships to have contracted with the sub-charterer that his sugar should be carried to Bombay in that ship on the terms of the bills of lading. This distinguishes the present case from Colvin v. Newberry (1 Cl. & F. 283; 33 R. R. 437.), where the bill of lading given by the captain of a chartered ship was held to bind the charterer only, although the shipowners retained possession of the ship by the captain. Nor is the present case governed by Small v. Moates (9 Bing. & F. 283; 33 R. R. 437.), where the bill of lading given by the captain of a chartered ship was held to bind the charterer only, although the shipowners retained possession of the ship by the captain. Nor is the present case governed by Small v. Moates (9 Bing. 574; 35 R. R. 613.) and others o£ that class, where the holder of the bill of lading had no better title than the charterer who was himself the captain of the ship and the original shipper of the goods. It further appears to their Lordships that the bills of lading in this case are not mere receipts for goods given to a charterer already bound to the shipowner by a charterparty entered into between them and which the captain had no authority to depart from. Unless, therefore, the fact that the sub-charterer had notice of the time charter makes a difference, the bills of lading entitled him to have his goods delivered to him on payment of the bills of lading freight. This was decided in Fry v. Chartered Mercantile Bank of India (( 1866) L. R. 1 C. P. 689.), which was followed in Gardner v. Trechmann. (( 1884) 15 Q. B. D. 154.) In both of these cases the bill of lading expressly referred to the charterparty, but not in such a way as to incorporate either the obligation to pay the charter freight or the lien for it. These cases, and others like them, shew that notice by a shipper of a charterparty has not the effect of incorporating into the bill of lading any terms which are inconsistent with it and which the captain was not bound to embody in the bill of lading. If the charterparty shews that the captain exceeded his authority in signing the bill of lading, and the shipper knew this, he cannot enforce the terms of the bill of lading uncontrolled by the charterparty. If the shipper knew that there was a charterparty, and had an opportunity of reading it, and did not trouble himself about it, he might be treated as knowing its contents. In the present case the time charterer had authority to let other persons have the use of the ship for six months for any voyage in the waters mentioned in the time charter. In the present case the time charterer had authority to let other persons have the use of the ship for six months for any voyage in the waters mentioned in the time charter. The captain was not only empowered to sign but was bound to sign bills of lading at any rate of freight which the charterers or their agents might direct, but without prejudice to that charter. These words introduce a difficulty. It is said that they limit the authority of the captain to sign bills of lading which do not preserve to the owners the power to withdraw the ship under condition 8 of the time charter and their lien on all goods under condition 22. This construction is a possible construction, but it has long ago been rejected both by commercial men and by judicial decision. There can be no doubt that the sub-charterer must for this purpose be regarded as an agent of the charterer. The words " without prejudice to this charter" mean that the rights of the shipowners against the time charterers, and vice versa, are to be preserved. That this is the true meaning and legal effect of the words " without prejudice to this charter" has often been the subject of controversy and of judicial decision, and has long been treated as settled by authority. In Hansen v. Harrold Brothers ([ 1894] 1 Q. B. 612.) Lord Esher said its meaning was " that it is a term of the contract between the charterers and the shipowners that, notwithstanding any engagements made by the bills of lading, that contract shall remain unaltered.” It means no more. Condition 8 in the time charter, empowering the owners to withdraw the ship, cannot mean that, after the captain has shipped goods for Bombay and given bills of lading for them to persons other than the time charterers, the owners can refuse to allow the ship to go to Bombay and deliver the goods there as agreed by the bills of lading. So as regards condition 22 giving a lien upon all cargoes for freight or charter money due under that charier. This is a stipulation binding on the time charterer, and gives the shipowner a more extensive lien than he would have for freight payable in advance. So as regards condition 22 giving a lien upon all cargoes for freight or charter money due under that charier. This is a stipulation binding on the time charterer, and gives the shipowner a more extensive lien than he would have for freight payable in advance. But this clause does not override or limit the power of the captain to issue bills of lading at different rates of freight, or entitle the shipowners to a lien on the goods of persons who have come under no contract with them conferring a lien for the freight payable under the time charter. A right to seize one persons goods for another persons debt must be clearly and distinctly conferred before a Court of justice can be expected to recognise it. If their Lordships had taken a different view of the legal effect of the bills of lading there might have been more difficulty in the case, for there is great force in Mr. Carvers argument that, if the bills of lading were mere receipts for goods put on board, the sub-charterer could have had no greater rights than those which the time charterers had themselves. It is not, however, necessary to solve the difficulties which would have arisen if there had been no bills of lading. For the reasons above stated their Lordships are of opinion that the claim of the shipowners cannot be supported, and that the order appealed from ought to be affirmed. Their Lordships observe that the Court of Appeal gave the shipowners the benefit of any lien which the time charterers had on the goods of the sub-charterer. This seems right, and the sub-charterers counsel did not contend that it was not. Their Lordships will, therefore, humbly advise His Majesty to dismiss the appeal, and the appellants must pay the costs.