Document of title

The Explanatory Notes to the UK Electronic Trade Documents Act 2023 describe documents of this kind as embodying, not merely evidencing, the obligation they record, so that transferring the document transfers the right to claim performance. They give the bill of lading as the example: when transferred to a buyer or later lawful holder, it gives constructive possession of the goods and a right to claim delivery from the carrier (paragraph 4). The DCSA shipping glossary likewise describes the bill of lading as a document of title. The phrase appears in the Hague-Visby Rules, which apply to contracts of carriage "covered by a bill of lading or any similar document of title" (article I(b)). The main electronic-records instruments use their own terms instead. The UNCITRAL Model Law on Electronic Transferable Records (MLETR) speaks of a "transferable document or instrument" (article 2), and the UK Act of a "paper trade document" whose possession is required to claim performance (section 1(1)(c)). Which documents are transferable is left to the applicable law; MLETR's Explanatory Note says substantive law should determine this (paragraph 38). DCSA, for its part, describes a sea waybill as not transferring title.