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Letter of Indemnity

A written promise to cover the carrier for any loss, often used to release cargo without the original bill of lading.

What is Letter of Indemnity?

A letter of indemnity (LOI) is an undertaking by which one party, typically a charterer, receiver or shipper, promises to hold the carrier harmless against liability, loss and costs arising from a request that departs from the contract of carriage. In shipping its most common uses are delivery of cargo without production of the original bill of lading, delivery at a port other than the one named in the bill, or both. The International Group of P&I Clubs recommends standard wordings for these three cases, forms A, B and C, plus AA, BB and CC versions in which a bank joins the indemnity. The wordings were updated in 2023, kept English law and High Court of Justice jurisdiction, and added a prominent warning that accepting an LOI in these circumstances will prejudice the shipowner's P&I cover. LOIs given in exchange for clean bills of lading despite known cargo defects are a different matter and can be unenforceable.

Why it matters for forwarders

Delivering without the original bill exposes the carrier to claims from the lawful holder, and P&I clubs exclude cover for that liability unless the club's board decides otherwise, so the LOI may be the carrier's only protection. Forwarders acting as NVOCCs face the same exposure on their house bills when they release cargo to a consignee who has not surrendered an original, often because documents are still moving through banks. Before accepting an LOI, check the financial standing of the issuer, the signatory's authority and whether a bank will countersign; one P&I club circular recommends a bank-backed limit of at least 200% of the cargo's sound market value. The LOI must identify the vessel, voyage, bill of lading numbers, cargo and receiving party exactly. An LOI does not cure the underlying problem: the original bills should still be located and surrendered to the carrier as soon as possible.

LOI FAQ

Is a letter of indemnity legally binding?

Yes, an LOI is a contractual indemnity enforceable against the party that signs it, subject to its governing law. Its practical value depends on the issuer's solvency, which is why carriers often ask for bank countersignature.

Why do carriers ask for an LOI when the original bill of lading is missing?

Delivering without the original exposes the carrier to claims from whoever lawfully holds the bill, and P&I cover excludes that liability. The LOI shifts the risk back to the party requesting delivery.

What is the difference between LOI forms A, B and C?

In the International Group wordings, form A covers delivery without production of the original bill of lading, form B covers delivery at a port other than the one named in the bill, and form C covers both. The AA, BB and CC versions add a bank that joins in the indemnity.

How long does a bank-backed letter of indemnity last?

Japan P&I Club guidance notes that banks' liability under countersigned LOIs generally ends after six years unless legal proceedings have been started. Always check the expiry and renewal terms in the actual wording.

Sources

  1. International Group Letters of Indemnity, The Shipowners' Club
  2. Updated suite of IG-recommended Letter of Indemnity wordings (2023), Japan P&I Club
  3. Bills of Lading: Delivery of Cargo, Japan P&I Club

Rules and figures change. Check the current text with the issuing body before relying on it.

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