UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ INGRAM BARGE COMPANY, LLC, │ Plaintiff-Appellant, │ │ v. > No. 20-5514 │ │ ZEN-NOH GRAIN CORPORATION, │ Defendant-Appellee. │ │ ┘

Appeal from the United States District Court for the Middle District of Tennessee at Nashville. No. 3:19-cv-01025—Aleta Arthur Trauger, District Judge.

Decided and Filed: June 28, 2021

Before: SILER, WHITE, and STRANCH, Circuit Judges. _________________

COUNSEL ON BRIEF: David Reisman, Raymond T. Waid, Kathryn Z. Gonski, Trinity Morale, LISKOW & LEWIS, New Orleans, Louisiana, W. Brantley Phillips, Jr., BASS, BERRY & SIMS PLC, Nashville, Tennessee, for Appellant. Jason P. Waguespack, Fredric B. Eisenstat, GALLOWAY, JOHNSON, TOMPKINS, BURR & SMITH, New Orleans, Louisiana, Kenneth M. Bryant, BURR & FORMAN LLP, Nashville, Tennessee, for Appellee.

SILER, J., delivered the opinion of the court in which STRANCH, J., joined. WHITE, J. (pp. 7–11), delivered a separate dissenting opinion. _________________

OPINION _________________

SILER, Circuit Judge. Typically, only parties to a contract are bound to its terms. This case is no exception. Zen-Noh Grain Corporation was neither a party to nor consented to Ingram No. 20-5514 Ingram Barge Co. v. Zen-Noh Grain Corp. Page 2

Barge Company’s contract for the transportation of goods (a bill of lading) and thus is not bound to the contract’s forum selection clause. Therefore, the district court did not have jurisdiction over Zen-Noh, and we AFFIRM the district court’s dismissal for lack of personal jurisdiction.

I

Zen-Noh purchased shipments of grains from several companies. The sellers were required to prepay the barge freight and deliver the product to Zen-Noh’s grain trading terminal in Convent, Louisiana. But the sellers were not required to use any specific company to deliver the goods. Plaintiff Ingram was chosen.

Ingram then issued a contract to the sellers for the transportation of goods—a negotiable bill of lading in industry parlance. A bill of lading defines the relationships of the parties: the consignor (company arranging shipment); the consignee (company which is owed delivery); and the carrier (company that carries the goods).1 After the goods have arrived, a consignee presents the bill of lading to receive the goods. See Evergreen Marine Corp. v. Six Consignments of Frozen Scallops, 4 F.3d 90, 92 n.1 (1st Cir. 1993). A negotiable bill of lading is a document of title, which is “vested in the holder of the bill.” Id. at 96.

All the bills issued by Ingram are essentially identical, except two. In most of these bills: “the grain seller (or affiliate) is the consignor; the consignment is to the order of the consignee; Zen-Noh is included as a ‘notify’ party ‘A/C’[2] the consignor/consignee; the freight is described as prepaid; and the signature blocks are for Ingram and the consignor/consignee.” In the two exceptions, Ze