REVISED, JANUARY 24,2000

                 IN THE UNITED STATES COURT OF APPEALS

                         FOR THE FIFTH CIRCUIT


                         ____________________

                             No. 98-30983
                         ____________________


     LAKE CHARLES STEVEDORES, INC

                                      Plaintiff - Appellant

          v.

     PROFESSOR VLADIMIR POPOV MV, in rem

                                      Defendant - Appellee


_________________________________________________________________

           Appeal from the United States District Court
               for the Eastern District of Louisiana
_________________________________________________________________
                         December 23, 1999

Before KING, Chief Judge, and SMITH and STEWART, Circuit Judges.


KING, Chief Judge:

     Plaintiff-Appellant Lake Charles Stevedores, Inc. appeals

the district court’s dismissal of its in rem proceeding against

Defendant-Appellee, the Professor Vladimir Popov M/V, arguing

that the court erred in determining that the stevedores had no

maritime lien.    We affirm.



                  I. FACTS AND PROCEDURAL BACKGROUND

     As is often the situation in transactions involving the

shipping of goods, a number of different parties were at least

indirectly involved in the transaction at the heart of this case.
Terms of the initially contemplated transaction were defined in

January, 1997, when ED&F Man Sugar, Inc. (“Man Sugar”), a

subsidiary of ED&F Man, Inc., agreed to purchase from Broussard

Rice Mill, Inc. (“Broussard”) 5000 metric tons of rice at $18.40

c.w.t. (price F.O.B. mill), for delivery some time between the

last half of February and the first half of March.   The purchase

agreement indicates that the final contract price would include

the cost of the bags to contain the rice, of freight from the

mill to the dock, of unloading the trucks, and of stowing and

trimming (i.e., stevedoring services).    Adding the cost of these

items to the base price for the rice alone ($18.40 c.w.t.) yields

an anticipated final price of $20.05 c.w.t.   The sale of 5000

tons of rice, under the same terms, was confirmed in a document

Broussard sent to Man Sugar on February 3, 1997.

     In part because Man Sugar could not secure a vessel by mid-

February, delivery could not occur when originally expected.     The

contract was amended on March 24, 1997 to provide for 4600

(rather than 5000) tons of rice at $20.05 c.w.t., delivery F.O.B.

vessel sometime in early April.   The contract price again

included stevedoring, with no change in the $.90 c.w.t. cost.

Man Sugar also agreed to make progress payments of $19.15 c.w.t.

when loads of 1500 tons reached the dock in order to prevent

Broussard from having to carry the costs associated with delay in

delivery.   The balance ($.90 c.w.t.) was due when full and

complete shipping documents were presented.

     Man Sugar was able to gain access to the Professor Vladimir

Popov M/V (the “Vessel”) in March 1997.   Savannah Chartering

                                  2
Ltd., the disponent owner of the Vessel, had time chartered the

Vessel to Marine Trading, Ltd. (“Marine Trading”) in June 1996.

The charter party between Savannah Chartering and Marine Trading

provided that

       [t]he Captain (although appointed by the Owners), shall be
       under the orders and direction of the Charterers as regards
       employment and agency; and Charterers are to load, stow and
       trim, and secure the cargo at their expense under the
       supervision of the Captain, who is to sign bills of lading
       for the cargo as presented, in conformity with the mate’s or
       talley clerk’s receipts.1

In a document dated March 20, 1997, Marine Trading voyage

chartered the Vessel to Sugar Chartering, Inc., another

subsidiary of ED&F Man.       The charter party provided that

stevedores were to be employed by Sugar Chartering.       Sugar

Chartering subchartered the Vessel to Man Sugar.

       On April 24, 1997, freight forwarder Mary Reid of Reid &

Company (“Reid”), acting on behalf of Broussard, asked Lake

Charles Stevedores, Inc. (“LCS”) to submit a bid for loading the

rice.       At the time Reid contacted LCS, it was told it would be

working for Broussard.       Reid also obtained an “all inclusive” bid

from another stevedoring concern in the area.       In order to assist

in comparing the bids, Reid asked LCS to submit an all-inclusive

bid.       Although the first bid LCS submitted to Reid was copied to

Broussard, the second bid was not.       LCS’ second bid noted that

the vessel’s gear would be used unless it was slow, in which case

LCS’ shore gear would be used at LCS’ expense.       Broussard awarded


       1
        Under a rider clause, charterers, subcharterers, or their
agents could sign bills of lading for and on behalf of the Master
in conformity with the Mate’s receipt.

                                     3
the contract to load the Vessel to LCS.   Reid relayed this

information to LCS.   LCS had often worked for Broussard in the

past, generally unloading its trucks at the docks, but also

loading ships under prior F.O.B. contracts.

     During April, Broussard delivered the rice to the docks.

After receiving confirmation that loads of rice had been

delivered, Man Sugar made payments as per the parties’ agreement.

Lake City Steamship Agency (“LCSA”), a division within LCS, was

hired by Marine Chartering, an agent of Marine Trading, to act as

vessel agent.   In this capacity, LCSA was responsible for

coordinating the Vessel’s movement in and out of port and meeting

its requirements while in port.   LCSA prepared the Notice of

Readiness, indicating that the Vessel was in port and ready to be

loaded, and transmitted it to Reid, who was also the local agent

for Man Sugar, on April 30, 1997.

     LCS loaded the Vessel on May 1, May 2, and May 5, 1997.    The

Vessel’s mate or master signed LCS’ Activity Sheets2 and Mate’s

Receipt.   A clean bill of lading was signed by LCSA for the

Vessel’s master.   When it received the required shipping

documents from Reid, Man Sugar made its final payment, in the

amount of $90,761.78, to Broussard.   This amount was described as

stevedoring expenses in Man Sugar’s accounts.   LCS sent an

invoice to Broussard, but to no other entity, for the stevedoring

services rendered.    Although Broussard charged Man Sugar $18 per

short ton of cargo for stevedoring services (or $.90 c.w.t.), LCS

     2
        Activity sheets, necessary to issue a Mate’s Receipt,
described the work performed each day.

                                  4
charged Broussard only $14 per short ton, yielding a total bill

of $65,395.07.   The difference in price was attributed by the

district court to Broussard’s acceptance of risk of loss due to

weather conditions or other contingencies.

     LCS had never had difficulty collecting on its accounts with

Broussard.   However, in this instance, the bill from LCS remained

unpaid.   On September 30, 1997, after LCS learned that Broussard

had been put into receivership, LCS had the Vessel arrested in

order to secure payment for the stevedoring services.      ED&F Man

and Sugar Chartering each filed claim for the Vessel.

     The Vessel’s claimants and LCS filed motions for summary

judgment, each of which was denied.      The case was tried without a

jury on July 28, 1998.   The district court held that LCS was not

entitled to a lien because there was no contract between LCS and

the charterers, there was no evidence that Broussard was the

owner’s or a charterer’s agent, and the owner’s or charterer’s

knowledge that LCS was apparently the stevedoring concern hired

by Broussard to load the rice was insufficient to create a lien.

LCS timely appeals.



                       II. STANDARD OF REVIEW

     Because we face an admiralty case tried without a jury, we

review the district court’s legal conclusions de novo.       See Nerco

Oil & Gas, Inc. v. Otto Candies, Inc., 

, 668 (5th Cir.

1996).    The district court’s factual findings are reviewed under

the clearly erroneous standard.       See Fed. R. Civ. P. 52(a);

.   The clearly erroneous standard of review

                                  5
does not apply to factual findings made under an erroneous view

of controlling legal principles.       See Delta S.S. Lines, Inc. v.

Avondale Shipyards, Inc., 

, 1000 (5th Cir. 1984).



              III.   DOES LCS HAVE A MARITIME LIEN?

     The purpose of maritime liens is “to enable a vessel to

obtain supplies or repairs necessary to her continued operation

by giving a temporary underlying pledge of the vessel which will

hold until payment can be made or more formal security given.”

Southern Coal & Coke Co. v. F. Grauds Kugniecibas (“The

Everosa”), 

, 735 (1st Cir. 1938); see also Piedmont &

George’s Creek Coal Co. v. Seaboard Fisheries Co., 

, 9

(1920) (“Since she is usually absent from the home port, remote

from the residence of her owners and without any large amount of

money, it is essential that she should be self-reliant – that she

should be able to obtain upon her own account needed repairs and

supplies.”); A.L. Veverica v. Drill Barge Buccaneer No. 7, 

, 883 (5th Cir. 1974) (“The very purpose of maritime

liens is to encourage necessary services to ships whose owners

are unable to make contemporaneous payment.”).3      They are largely


     3
        Although credit to the vessel remains a fundamental
concept underlying the maritime lien, see Equilease Corp. v. M/V
Sampson, 

, 605 (5th Cir. 1986) (“Equilease II”), it
is no longer the case that a claimant providing necessaries on
the order of one with authority to procure them must prove that
credit was given the vessel in order to establish a lien. See
§ 31342(a)(3); Piedmont & George’s Creek Coal Co. v. Seaboard
Fisheries Co., 

, 12 (1920) (“The act relieves the
libelant of the burden of proving that credit was given to the
ship when necessaries are furnished to her upon order of the
owner . . . .”).

                                   6
statutorily created.     See In re Admiralty Lines, Ltd., 280 F.

Supp. 601, 604-05 (E.D. La. 1968) (“[A]dmiralty law has long ago

ceased to create new liens.    The only liens recognized today are

those created by statute and those historically recognized in

maritime law.”).   Thus, in order to resolve the issues raised in

this case, we must look to the Maritime Commercial Instruments

and Liens Act (“MCILA”), 46 U.S.C. § 31301 et seq., which defines

the circumstances under which a party is entitled to a maritime

lien.

     In brief, the MCILA states that a person providing

necessaries to a vessel on the order of the owner or a person

authorized by the owner has a maritime lien on the vessel, see

§ 31342(a),4 unless the provider of the necessaries has waived

its right to the lien.     See § 31305.   Section 31341(a) lists

entities presumed to have authority to procure necessaries: (1)

the owner; (2) the master; (3) a person entrusted with the

management of the vessel at the port of supply; or (4) an officer

or agent appointed by the owner, a charterer, an owner pro hac

vice, or an agreed buyer in possession of the vessel.     An element

common to these entities is that they may be presumed to have

     4
         Under § 31342(a),

     Except as provided in subsection (b) of this section, a
     person providing necessaries to a vessel on the order
     of the owner or a person authorized by the owner–
     (1) has a maritime lien on the vessel;
     (2) may bring a civil action in rem to enforce the
          lien; and
     (3) is not required to allege or prove in the action
          that credit was given to the vessel.

46 U.S.C. § 31342(a).

                                   7
authority to procure necessaries on the vessel’s account.     Cf.

Ferromet Resources v. Chemoil Corp., 

, 904 (5th Cir.

1993) (“The ship’s master or other person, such as a charterer,

to whom the vessel is entrusted is presumed to have authority to

purchase necessaries to the credit of the vessel.”).5   The

presumption created in § 31341 is not conclusive, see Marine

     5
        That § 31342(a) and § 31341(a) refer to authority to
procure necessaries on the vessel’s account is also reflected in
the law the MCILA replaced in 1988, the Federal Maritime Lien
Act, 46 U.S.C. § 971 et seq., and in the 1971 amendments to that
Act. Under the pre-1971 version of § 973 of the Federal Maritime
Lien Act,

     [t]he officers and agents of a vessel specified in
     section 972, shall be taken to include such officers
     and agents when appointed by a charterer, by an owner
     pro hac vice, or by an agreed purchaser in possession
     of the vessel; but nothing in this chapter shall be
     construed to confer a lien when the furnisher knew, or
     by exercise of reasonable diligence could have
     ascertained, that because of the terms of a charter
     party, agreement for sale of the vessel, or for any
     other reason, the person ordering the repairs,
     supplies, or other necessaries was without authority to
     bind the vessel therefor.

(emphasis added). The 1971 amendments eliminated all language
after the semicolon in order to remove from suppliers the
obligation to investigate whether the entity ordering necessaries
was, in fact, with authority to bind the vessel. See Atlantic &
Gulf Stevedores, Inc. v. M/V Grand Loyalty, 

, 201
(5th Cir. 1979). This created a statutory presumption that
certain entities (those listed in § 972 and the remaining portion
of § 973) had authority to bind the vessel. The MCILA maintains
that presumption, with the entities now all listed in § 31341(a).
Although the 1971 amendments made it easier for suppliers of
necessaries to obtain liens, see 

not alter the
definition of “authority.” Cf. Jan C. Uiterwyk Co. v. MV Mare
Arabico, 

, 1329 (D. Md. 1978) (noting that the
1971 amendments to the Federal Maritime Lien Act did not
eliminate the requirement that necessaries be procured by an
entity with authority to do so). The definition of authority was
also not changed when the MCILA was enacted. See H.R. REP. NO.
100-918, reprinted in 1988 U.S.C.C.A.N. 6108, 6129, 6141 (noting
that no substantive change from prior law is intended in enacting
the MCILA).

                                8
Coatings v. United States, 

, 1376 (11th Cir. 1991),

and thus can be rebutted by, for example, a showing that the

provider of necessaries had actual knowledge of a no-lien clause

that prevented the entity ordering those necessaries from binding

the vessel.     See Belcher Oil Co. v. M/V Gardenia, 

,

1512 (11th Cir. 1985); Gulf Oil Trading Co. v. M/V Caribe Mar,

, 749 (5th Cir. 1985).     As a result, a supplier of

necessaries ordered by a § 31341(a) entity subject to a no-lien

clause not made known to the supplier has a maritime lien.

     It is undisputed that stevedoring services are necessaries,

and that LCS provided those services.     The case thus raises two

basic issues.    The first issue is whether “the person who placed

the order had authority to do so, either real, apparent, or

statutorily presumed,” i.e., whether LCS has a maritime lien.

Belcher Co. v. M/V Maratha Mariner, 

, 1164 (5th Cir.

1984); see also Atlantic & Gulf Stevedores, Inc. v. M/V Grand

Loyalty, 

, 202 (5th Cir. 1979) (“Authorization,

actual or fairly presumed, given prior to or during rendition of

services, or ratified subsequent to rendition will suffice.”).

If LCS had a maritime lien, the second issue we must address is

whether LCS waived its right to that lien.

     LCS takes issue with both the findings of fact and the

conclusions of law underlying the district court’s determination

that it was not entitled to a lien.     LCS states that the findings

of fact are clearly erroneous, and also argues that the standard

applied to find that LCS relied only on Broussard’s credit was

improper.   Further, LCS argues that, contrary to the district

                                   9
court’s determination, it obtained a valid maritime lien because

(1) Broussard had actual authority from the Vessel’s owners; (2)

Broussard had apparent authority; (3) the services it supplied

were ratified by the master; and (4) it did not forgo its lien.



     A.   Authority - Real, Apparent, or Statutorily Presumed

     The parties stipulated that Broussard made the final

selection of LCS as the company to load the bagged rice onto the

Vessel.   If Broussard had authority to act on behalf of the

Vessel when it employed LCS, then LCS has a maritime lien.      See

§ 31342(a).   Citing Jan C. Uiterwyk Co. v. MV Mare Arabico, 

(D. Md. 1978), in support, LCS points to the nature

of services supplied to argue that Broussard had actual authority

from the Vessel’s owners or charterers to engage LCS to supply

stevedoring services.   LCS notes that the Jan C. Uiterwyk court

specifically recognized that “[a]rrangements for these

[stevedoring] services must be made by the ship’s master or

someone authorized by 

, and that “[i]t

is hardly the responsibility of a mere shipper to arrange for

services necessary for a vessel to enter a port, to receive cargo

and to leave the port.”   

  LCS traces the line of

authority from the charter to Marine Trading to the charter to

Sugar Chartering, noting that the authority to employ stevedores

was passed on at each stage.   LCS continues this line of

reasoning to conclude that Broussard was authorized by the

Vessel’s owners to employ stevedores to board and load the Vessel

because the authority could come from nowhere else.   A similar

                                10
“nature of service” argument is made in support of LCS’

contention that Broussard had apparent authority to hire the

stevedores.6    Broussard is also argued to have been entrusted

with the management of the Vessel at the port of supply because

it employed LCS, a stevedoring concern.    Further, LCS contends

that Broussard was able to, and did authorize the use of the

Vessel’s gears when it accepted LCS’ bid, which indicated that

the Vessel’s equipment could be used.    In addition, LCS points to

the legislative history of the 1971 amendments to the Federal

Maritime Lien Act, 46 U.S.C. § 971 et seq., as supporting the

notion that stevedores can presume that they have a lien when

they supply services to a vessel.

         The MCILA identifies in § 31341(a) the entities that can be

statutorily presumed to have authority to procure necessaries on

the vessel’s account.    The presumption created in § 31341 is not

a function of the services supplied – both § 31341 and § 31342

speak in terms of necessaries without further distinction.7

Unless Broussard is one of the entities listed in § 31341(a), the

     6
        LCS also asserts that Reid had apparent authority to
obtain stevedoring services, that Reid awarded the contract to
LCS, and that she was a person entrusted with the management of
the vessel at the port of supply, see § 31341(a), given her
capacity as Man Sugar’s local agent. Because we find no
indication in the record that the district court’s finding that
LCS at all relevant times knew it was hired solely by Broussard
is clearly erroneous, we must reject these arguments.
     7
        The MCILA separates stevedoring services from others in
§ 31301(5), which provides that a “preferred maritime lien” is
one “(A) arising before a preferred mortgage was filed under
section 31321 of this title . . . (C) for wages of a stevedore
when employed directly by a person listed in section 31341 of
this title.” This provision is not applicable to the instant
case.

                                  11
statute does not allow for a presumption that it had authority to

procure the necessaries on the ship’s account simply because the

necessaries provided were stevedoring services.

       We must therefore undertake to determine whether Broussard

qualifies as any of the entities listed in § 31341(a).     Broussard

is clearly not the owner of the Vessel, or its master.     It is

also not “a person entrusted with the management of the vessel at

the port of supply.” § 31341(a)(3); see also Dampskibsselskabet

Dannebrog v. Signal Oil & Gas Co., 

, 279-80 (1940)

(describing management as “a broader term connoting direction and

control for the purposes for which the vessel is used” and

finding a charterer to have been entrusted with the management of

the vessel).    In Atlantic & Gulf Stevedores, we found a chief

officer to be a person to whom management of the vessel was

entrusted, based on his position within the command hierarchy,

his duties, which specifically included the direction and control

of loading and unloading, and historic practice.     

.    There are no such indicators here.   This was Man Sugar’s

first purchase of rice from Broussard.    Broussard was

contractually obligated to undertake the steps necessary to get

the specified quantity of rice onto the Vessel.     It was not

entrusted with the management of the Vessel at the port of

supply.

       Whether Broussard is an agent appointed by Man Sugar, as

subcharterer, is a somewhat closer question.     In interpreting

whether Broussard is an agent, we look to general principles of

agency law, see Marine Fuel Supply & Towing, Inc. v. M/V Ken

                                 12
Lucky, 

, 477 (9th Cir. 1989); Cactus Pipe & Supply

Co. v. M/V Montmartre, 

, 1111 (5th Cir. 1985); Esso

Int’l, Inc. v. The SS Captain John, 

, 1146 (5th Cir.

1971), and consider “the roles of the parties in the

transactions.”   Marine Fuel 

.   Unless the

district court’s findings regarding the existence of an agency

relationship are clearly erroneous, we must accept those

findings.   See Equilease v. M/V Sampson, 

, 363 (5th

Cir. 1985) (“Equilease I”) (en banc) (“The existence of any

agency relationship is a question of fact which should not be

reversed on appeal unless it is clearly erroneous.”)(citing

Strachan Shipping Co. v. Dresser Indus., Inc., 

, 487

(5th Cir. 1983)).

     We assume that Man Sugar had authority to employ stevedores

on the Vessel’s account.8   It is clear from the contract between

Man Sugar and Broussard that Broussard was not given express

authority to employ stevedores on behalf of the Vessel.    The

sales contract makes no reference to Broussard’s acting as Man

Sugar’s agent.

     Given the terms of the sales contract and the parties’

actions under that contract, Broussard also did not have implied

authority to procure stevedoring services on the Vessel’s


     8
        The terms of the subcharter between Sugar Chartering and
Man Sugar do not include language expressly pertaining to
procuring stevedoring services. Under § 31341(a), however, Man
Sugar would be presumed to have authority to procure such
services on the Vessel’s account. See Marine Fuel 

n.3 (noting that a subcharterer is treated as a
charterer for purposes of the Maritime Lien Act).

                                13
account.9   Because the contract provided for delivery F.O.B.

vessel,10   title to the rice was to stay with Broussard until

loading was completed.   Broussard was therefore responsible for

loading its, not Man Sugar’s, rice.   The sales contract also set

the cost for stevedoring services at $.90 c.w.t., with no

allowance for delays or other contingencies.   Cf. South Carolina

State Ports Auth. v. M/V Tyson Lykes, 

, 61 (4th Cir.

1995) (finding no agency relationship where subcontractor billed

only the contractor, there was no contract between the

subcontractor and the charterer, and under the agreement between

the charterer and the general contractor, the charterer was to

pay the contractor on a flat “pick-rate,” i.e., per container,

     9
        Much of LCS’ argument in support of its contention that
Broussard had “authority” to employ stevedores appears to rest on
the assumption that because Broussard was able to employ an
independent stevedoring concern, Broussard had the authority to
employ stevedores on the Vessel’s account. LCS argues that,
given the circumstances, Broussard and Man Sugar anticipated that
Broussard would employ an independent stevedoring concern and
thus that Broussard had the authority under the sales contract to
do so. We do not consider the ability to employ LCS as
synonymous with the authority to employ LCS on the Vessel’s
account. See 

. Moreover, we view the expectation
that Broussard would use an independent concern to load the rice
as insufficient to grant to Broussard the authority to hire
stevedores on the Vessel’s account, and therefore reject the
approach apparently taken in Riedel Envtl. Servs., Inc. v. M/V
Tula, 

(S.D. Ala. 1987). See discussion of
general contractor and middle-man cases infra.
     10
        LCS uses this fact to argue that Broussard was given
authority to hire stevedores. That the final contract price
would include costs of loading the rice onto the Vessel, however,
was a term of the agreement reached in January, 1997, before Man
Sugar had access to a ship, let alone the Vessel. Although the
contract was amended after Man Sugar became the subcharterer to
the Vessel, the F.O.B. delivery term was not among the terms
altered. Under these circumstances, it is difficult to find that
the F.O.B. terms are responsible for transferring the requisite
authority from Man Sugar to Broussard.

                                 14
basis).    Broussard thus agreed to shoulder the risk that actual

stevedoring costs may have been greater than the amount owed by

Man Sugar.11

     The crux of LCS’ “nature of services” argument appears to be

that because stevedores must board a vessel in order to supply

their services, authority to hire LCS must have passed from the

Vessel’s owners through all intermediate parties to Broussard.

We must reject this argument.    Man Sugar may have granted

Broussard, and by extension, its employees, and its

subcontractors permission to board.    However, this does not

translate to authority to employ stevedores on the Vessel’s

account.    On brief, LCS characterizes the F.O.B. terms as Man

Sugar’s allocating to Broussard the responsibility for choosing,

and paying, a stevedoring concern.    There is no suggestion in the

record that Man Sugar retained any control over Broussard’s

selection of stevedores, or over the price Broussard was to pay

for actual stevedoring services rendered.    Neither Broussard nor

Reid approached Man Sugar with the stevedoring bids before LCS

was selected.    Cf. 

not been shown that a court has

found an agency relationship between an operator and a stevedore

in the absence of contractual provisions or clear evidence of

control and supervision by the operator.”).    In short, the


     11
        For an example of a contractor incurring substantially
greater costs than initially anticipated when the agreement
between the contractor and the vessel’s charterers was reached,
see Cresent City Marine, Inc. v. M/V Nunki, 

(5th Cir.
1994). In that case, the contractor was paid $27,644.64 by the
charterer, but was billed for $80,768.66 by the subcontractors.

                                 15
district court did not err in concluding that Broussard was not

the Vessel’s agent.

     LCS also argues that Broussard had apparent authority to

procure stevedoring services.   Because LCS testified that it did

not know the identity of the company to which Broussard was

supplying rice, but did know that a company separate from

Broussard was involved in the transaction, Broussard’s purported

principal was partially disclosed.     A partially disclosed

principal may be liable if its actions before LCS led LCS

reasonably to believe that Broussard was acting as its agent.

See Cactus 

(“Apparent authority is created

as to a third person by conduct of the principal which,

reasonably interpreted, causes the third person to believe that

the principal consents to the act done on his behalf by the

person purporting to act for him.”); Restatement (Second) of

Agency, § 159 cmt. e (1958) (“There may be apparent authority in

the case of a partially disclosed principal.     This is created

where, by means of a document or other thing, the principal

manifests that the agent is to act for whoever made the

manifestation.”); Restatement (Second) of Agency § 8 cmt. c

(“Apparent authority exists only to the extent that it is

reasonable for the third person dealing with the agent to believe

that the agent is authorized.”).     We must therefore assess

whether the owner, Marine Trading, Sugar Chartering, or Man Sugar

undertook actions that caused LCS reasonably to believe that

Broussard was its agent.

     The record shows limited contact between LCS and the

                                16
Vessel’s owner or charterers.   LCS testified it did not know who

owned the rice when it was loaded, and that no one told LCS that

Broussard had the authority to commit another entity to the

payment of stevedoring services.     LCS sent invoices only to

Broussard, and did not pursue alternate means of payment until

after it learned Broussard went into receivership.     The parties

stipulated that prior to commencement of stevedoring services,

the master provided instructions to LCS as to how the stevedoring

was to be performed.   The record contains a May 1 document signed

by the Captain of the Vessel regarding the shoes the stevedores

were to wear, their use of metal hooks, and what was to be done

with damaged bags of rice.   The crew opened and closed the

Vessel’s hatches for the stevedores.     The mate or the master of

the ship signed LCS’ Activity Sheets and the Mate’s Receipt.     An

agent of Marine Trading signed the bill of lading.     Based on this

evidence, the district court’s finding that LCS had no reason to

believe, and did not in fact believe that Broussard was acting on

the Vessel owner’s order when it retained LCS to load the rice

was not clearly erroneous.

     An important feature of the instant case is the absence of a

contract between Man Sugar (or Sugar Chartering) and LCS.     This

is not an unusual set of circumstances facing a supplier of

necessaries.   There are two lines of cases that deal with such

circumstances: the general contractor/subcontractor line, see,

e.g., Galehead, Inc. v. M/V Anglia, 

(11th Cir.

1999); Cresent City Marine, Inc. v. M/V Nunki, 

(5th

Cir. 1994); Port of Portland v. M/V Paralla, 

(9th

                                17
Cir. 1989), Integral Control Sys. Corp. v. Consolidated Edison

Co., 

(S.D.N.Y. 1998); South Carolina State Ports

Auth. v. M/V Tyson Lykes, 

(D.S.C. 1993), aff’d,

(4th Cir. 1995), and the principal/agent, or middle-

man, line of cases, see Marine Fuel Supply & Towing, Inc. v. M/V

Ken Lucky, 

(9th Cir. 1989); Tramp Oil & Marine, Ltd.

v. M/V “Mermaid I”, 

(1st Cir. 1986); Belcher Co. v.

M/V Maratha Mariner, 

(5th Cir. 1984).

     Under the general contractor line, the general contractor

supplying necessaries on the order of an entity with authority to

bind the vessel has a maritime lien.   See 

(holding that contractor had lien and could recover for

services performed by subcontractors); Gulf Oil 

(finding general contractor who hired subcontractor to

supply barge service had lien prior to having actual notice of a

no-lien clause); Ceres Marine Terminals, Inc. v. M/V Harmen

Oldendorff, 

, 923 (D. Md. 1995) (holding that

contractor had lien and could recover amounts attributable to

services actually performed by subcontractors).   However,

subcontractors hired by those general contractors are generally

not entitled to assert a lien on their own behalf, unless it can

be shown that an entity authorized to bind the ship controlled

the selection of the subcontractor and/or its performance.     See,

e.g., South Carolina State Ports 

; Port of

; Farwest Steel Corp. v. Barge Sea-Span

241, 

, 526 (9th Cir. 1987).   But see Skandinaviska-

Enskilda Banken v. C.L.C. Marine Servs., Ltd. (In re SeaEscape

                               18
Cruises, Ltd.), 

, 1008 (S.D. Fla. 1994) (finding

subcontractor had a lien without analyzing authority of

contractor); Riedel Envtl. Servs., Inc. v. M/V Tula, 

(S.D. Ala. 1987) (holding plaintiff, a subcontractor, had

made out a prima facie case showing it was entitled to a lien in

part because contractor was impliedly authorized to use

subcontractors).   Under the middle-man line of cases, despite

what can be a large number of intermediaries, the ultimate

supplier of the necessaries may obtain a maritime lien under

certain circumstances.    See, e.g., Marine Fuel 

.

     LCS argues strenuously that LCS, not Broussard, is a general

contractor, and that Broussard is a middle-man.   The sales

contract between Man Sugar and Broussard merely allocated to

Broussard the responsibility for identifying and paying the

stevedores.   The primary distinguishing characteristic between a

general contractor and a middle-man that LCS identifies is that a

general contractor can be expected to supply the necessary

itself, whereas a middle-man is not expected to do so.    According

to LCS, because Broussard, as a rice mill, could not be expected

to supply stevedoring services itself, it was a middle-man and

not entitled to a lien.   Instead, LCS, as the actual supplier of

the necessaries, has the lien.

     A review of the so-called middle-man cases does not reveal,

contrary to what LCS suggests, that the actual deliverer of

necessaries to the vessel is the entity entitled to a lien in

every instance.    For example, the court in Exxon Corp. v. Central

                                 19
Gulf Lines, Inc., 

(S.D.N.Y. 1991), taking note

of the Supreme Court’s view of the circumstances of the case, see

Exxon Corp. v. Central Gulf Lines, Inc., 

, 612-13

(1991), held that the party contractually obligated to supply the

fuel (Exxon) was entitled to a lien, despite the fact that it had

caused another supplier to actually deliver the ordered fuel to

the vessel.   

.

     A similar result was obtained in A/S Dan-Bunkering Ltd. v.

M/V Zamet, 

(S.D. Ga. 1996).   Dan-Bunkering,

which had a contract with the charterer to supply the

necessaries, contacted a broker, which in turn caused two other

independent firms to deliver the necessaries to the vessel.   The

court found that Dan-Bunkering was entitled to a lien.    

  Moreover, although the parties viewed the two firms

actually delivering the necessaries as entitled to the lien, the

court thought it “conceivable” that this was not the case, citing

Bonanni Ship Supply, Inc. v. United States, 

, 1565

(11th Cir. 1992), a “general contractor” case, in support.    

contractor cases, the actual deliverer of

necessaries often is not entitled to a lien.    See, e.g.,

(“[A]lthough Polygon did not

physically supply the bunkers, a party need not be the physical

supplier or deliverer to have ‘provided’ necessaries under the

statute.”).

     In two of the cases LCS cites in support of its middle-man

argument, the court suggested that the actual deliverers of the

necessaries would be entitled to liens.   See Tramp Oil & Marine,

                                

(“No one disputes that Exxon and Colonial, as

direct suppliers to the Mermaid, would be entitled to a maritime

lien.”); 

(“Thus, when Belcher supplied

fuel to the [vessel], a maritime lien may have arisen by

operation of law . . . .”); 

(“If American law had

been applicable when the vessel was attached in the Netherlands,

the supplier of fuel would have had a lien on the vessel . . .

.”).    However, it was not necessary for these courts to consider

whether Exxon, Colonial, or Belcher had a maritime lien under

U.S. law, and thus we need not consider ourselves bound by these

statements.    Cf. Cresent City 

(noting that

language from Belcher relied on by party was dicta).

       In the final case cited by LCS, Marine Fuel Supply & Towing,

Inc. v. M/V Ken Lucky, 

(9th Cir. 1989), a

subcharterer’s managing agent, acting on the subcharterer’s

orders and instructions, contacted a firm it was authorized to

order fuel through,, which in turn instructed another firm to

place the order for the vessel’s supplies with Marine Fuel.

Marine Fuel was subsequently notified that it had been nominated

by the vessel’s owner to supply the vessel.     It was also notified

of the identity of the vessel’s husbanding agent, which arranged

for delivery of the necessaries.      Marine Fuel supplied the fuel,

which the master of the vessel accepted.     The court found that

the order originated from the subcharterer, who had authority to

bind the vessel, and that, under the circumstances, Marine Fuel

was entitled to a lien.    With the exception of the master’s

acceptance of the necessaries, LCS can point to no similar

                                 21
circumstances here.

     We are persuaded by our review of these cases that it is not

whether an intermediary can be expected to supply the necessaries

itself that distinguishes instances in which the actual suppliers

have liens, but it is rather the nature of the relationship

between each pair of entities that are involved in the

transaction at issue (e.g., agent vs. independent contractor).

We view the facts of the instant case as more akin to those in

which general contractors have been engaged to supply a service

and have called upon other firms to assist them in meeting their

contractual obligations.   Had Broussard not delivered the rice in

accordance with the sales contract’s terms, it would have been

liable for breach.    As noted above, Man Sugar retained no control

over the selection of a stevedoring concern, and Broussard

accepted all the risk associated with the occurrence of events

that would increase the costs of stevedoring services beyond what

the sales contract provided.    Simply put, Broussard was obligated

to provide for the delivery of rice onto the Vessel, but was not

authorized to act on behalf of Man Sugar in procuring stevedoring

services.

     Whether a contractor could be expected to hire

subcontractors has been considered in assessing whether the

subcontractors have liens.     See 

(noting that contractor was seemingly capable of performing under

its agreement without resort to subcontractors); Stevens

Technical Services, Inc. v. United States, 

, 1534

(11th Cir. 1990) (noting that the owner knew contractor was

                                  22
incapable of doing the work itself).   However, decisions have

generally not suggested that such an expectation is sufficient to

grant the requisite authority.   The Stevens court, for example,

also noted that the contract with the general contractor listed

the subcontractor, the general contractor refused to take

responsibility for subcontractor’s work, and that the vessel’s

operators dealt with subcontractor representatives in discussing,

testing, and inspecting the subcontractor’s work.   See 

  Other courts have seemingly ignored evidence suggesting

that the vessel’s owners or charterers were aware that a

subcontractor would be used, see, e.g., Cresent City 

, and even that a particular subcontractor would most

likely be used.   See, e.g., South Carolina State Ports 

(noting that the subcontractor was the only entity

that possessed the equipment necessary to perform the work); Port

of 

(“The most the Port has shown is the

fact that it was most likely, even perhaps rather certain, that

Northwest would choose the facilities of the Port when it did its

work.”).

     In keeping with the notion that subcontractors may acquire

liens where the vessel’s owners retain control over their

selection and/or performance,12 the Ninth and Second Circuits

     12
        The connection to principal/agent concepts is clear.
This has been the connection for some time. See The Juniata, 

, 440 (D. Md. 1922) (“The cases in which a so-called
subcontractor has been held entitled to a lien or a right in the
nature of a lien against the ship appear all to have been cases
in which, upon the facts, it was possible reasonably to hold that
he was not a subcontractor at all, but had an agreement with the
owner, made through the contractor as the owner’s agent . . .

                                 23
require that an entity with authority to bind the vessel direct

that the general contractor hire a particular subcontractor in

order for that subcontractor to be entitled to a lien.       See Port

of 

; 

; Integral

Control 

.     In other cases in which

subcontractors have been found to be entitled to a lien, those

subcontractors were identified and accepted by the vessel’s owner

or charterer prior to performance.     See 

, 1534; Turecamo of Savannah, Inc. v. United States, 824 F.

Supp. 1069, 1072 (S.D. Ga. 1993).     Owner involvement in

directing, testing, and/or inspecting subcontractor performance

has also been cited in support of finding a lien in favor of a

subcontractor.    See 

; cf. Marine

n.9 (listing operator’s inspecting

subcontractor work and giving provisional and final acceptance to

work performed by the subcontractor among evidence that supported

court’s conclusion that a genuine issue of fact existed regarding

general contractor’s authority to bind the vessel).     Based on

these cases, we agree with the district court that LCS has not

shown it was entitled to a lien under the circumstances presented

here.

       It is possible that § 31341 allows entities other than those

listed to be proved to have authority to order necessaries on

behalf of the vessel.    See Marine 

.

However, our respect for the principle of stricti juris prevents



.”).

                                 24
us from holding that a supplier of rice that is party to an

F.O.B. vessel contract has been given the authority, by virtue of

that contract, to employ the stevedores on the Vessel’s account.

Cf.   Atlantic & Gulf 

(“[M]aritime

liens are to be strictly construed, i.e., they are not to be

lightly extended by construction, analogy, or inference . . .

.”); Integral Control 

(assessing

whether the Eleventh Circuit’s approach in

contractor/subcontractor cases should be adopted, and deciding

against doing so given the Second Circuit’s commitment to a

stricti juris approach to maritime liens).



                          B. Ratification

      LCS argues that the actions on the part of the master of the

Vessel operated to ratify its providing stevedoring services and

thereby to bind the Vessel.   A large portion of its ratification

argument rests on the absence of any objection on the part of the

Vessel’s agents to LCS boarding the Vessel, and on its contention

that the Vessel’s awareness that LCS was supplying the

necessaries is sufficient under the MCILA to constitute

authorization.   The evidence that LCS looks to as supporting its

ratification arguments includes:     LCS was provided instructions

prior to loading the Vessel; the Vessel’s hatches were opened and

closed for the stevedores by the crew; the mate or the master of

the ship signed LCS’ Activity Sheets and the Mate’s Receipt; the

stevedores were allowed on board without objection; and they used

the Vessel’s gear; and the crew, not Broussard, supervised the

                                25
loading operation.

     Much of this evidence reduces to a showing that the master

of the Vessel allowed LCS on board to perform stevedoring

services and accepted those services.   Under the contract between

Man Sugar and Broussard, Broussard was obligated to deliver the

rice free-on-board the Vessel.   Had the Vessel’s agents not

allowed the stevedores to load the rice, they would have

prevented Broussard from fulfilling its contractual obligations.

Under these circumstances, we are hesitant to declare that the

Vessel’s agents subjected the res to liability for stevedoring

services necessary to enable Broussard to deliver the rice as per

its agreement with Man Sugar.

     As the district court noted, awareness on the part of the

Vessel’s agents that LCS was apparently the firm chosen by

Broussard to load the rice is insufficient under the MCILA to

constitute authorization.   See 

(“That

a charterer of a vessel becomes aware that some work performed

was by a party somewhere down the chain of contracting and re-

contracting does not give rise to a maritime lien.”); Port of

(“It cannot be denied that [the

vessel’s owner] knew that [the general contractor] was using the

Port’s facilities, but that has never been held to be sufficient

to establish a lien.”).   A holding that awareness that

necessaries are being supplied was sufficient, even though those

necessaries were procured by an entity without authority to bind

the vessel, would render the statute’s authority requirement

meaningless.

                                 26
     We must also reject LCS’ contention that acceptance of LCS’

services and the rice aboard ship provided the necessary

authorization to entitle it to a lien.      It is a settled principle

of contract law that a contract requiring A to supply X to C is

satisfied if B, hired by A, provides X to C.      See 

(citing Restatement (Second) of Contracts § 318 cmt.

a, illus. 2, in support of its holding that a contractor provided

necessaries to a vessel when the contractor’s subcontractor

delivered fuel to the vessel).    Under the circumstances here, the

delivery of the rice, though performed by LCS, is attributed to

Broussard.   Acceptance of the rice on the part of the Vessel,

through signing of Activity Sheets and the Mate’s Receipt, was

therefore acceptance of Broussard’s rice and Broussard’s delivery

of that rice.   See 

; Ceres Marine

.    As a result, we do not view the

activities on the part of the Vessel’s master and crew to

constitute ratification.

     The cases LCS cites in support of its ratification argument

are distinguishable.   In Yacht, Mary Jane v. Broward Marine,

Inc., 

(5th Cir. 1963), the “real” captain did not

object while work ordered by the “nominal” captain was going on.

The nominal captain had no actual authority to place orders.       We

affirmed the lower court’s conclusion that this supported a

finding of implied authorization.      Had the case been brought

under the Federal Maritime Lien Act, the nominal captain would no

doubt have been viewed as clothed with presumed authority to bind

the vessel, having been named the “master” and appointed by the

                                  27
owner of the vessel.   Cf. Port of 

(citing Yacht, Mary Jane as an example of courts finding implied

authority in individuals listed in § 972).   The Jan C. Uiterwyk

court found that the vessel’s charterer and master approved of

the use of JCU, a firm providing agency and terminal services,

authorized JCU firm to sign bills of lading on behalf of the

master and/or owner, and ordered services directly from JCU.   LCS

can point to no similar actions on the part of the charterers,

the master, or the crew here.13

     Because we find that the district court was correct in

holding LCS was not entitled to a maritime lien, we need not

consider the waiver issue.



                          IV.   CONCLUSION

     For the foregoing reasons, we AFFIRM the district court’s

dismissal of LCS’ in rem action against the Vessel.




     13
        Although a stevedoring concern was also a plaintiff in
this case, it may be argued that the finding that JCU was
accepted as ship’s agent was crucial to the stevedores being
entitled to a lien. JCU had either supplied, or procured, all of
the services at issue in the case. See Jan C. Uiterwyk, 459 F.
Supp. at 1327.

                                  28