Electronic Bills of Lading in Türkiye–UK Trade: Possession, Control and Misdelivery

Electronic bills of lading are often presented as a technological solution to a documentary problem.

Legally, that description is incomplete.

The central difficulty was never that shipping information could not be transmitted electronically. Shipping instructions, manifests, delivery orders and commercial records have been digital for years.

The harder problem was whether an electronic record could perform the legal functions historically associated with possession of a unique original bill of lading.

That distinction matters because a bill of lading does more than record information.

Depending on its form and the governing law, it may regulate who can demand delivery of cargo, transfer contractual rights against the carrier, support trade-finance arrangements and operate as a document through which legal control over goods in transit is exercised.

The United Kingdom addressed a major part of that problem through the Electronic Trade Documents Act 2023 ("ETDA 2023"). A qualifying electronic trade document may be possessed, indorsed and transferred, and has the same effect as its paper equivalent. Bills of lading are expressly within the statutory framework.

For Türkiye–UK trade, however, that is only the beginning.

The carriage contract may be governed by English law. The electronic bill may circulate through a London bank. The vessel may carry cargo to Türkiye. Delivery may occur at a Turkish terminal. A financing party may claim security over the cargo. Turkish conflict-of-laws rules may become relevant to proprietary effects even though another law governs the carriage contract.

The important question is therefore no longer simply whether a bill of lading can exist electronically.

It is whether the legal system governing each stage of the transaction will recognise the same person as entitled to possess or control the document, enforce the contract of carriage and demand delivery of the goods.

That is a maritime and private international law problem, of the kind we address in our guide to maritime and shipping disputes in Türkiye, not merely a technology problem.

1. The legal value of a bill of lading depends on exclusivity

A PDF may reproduce the contents of a paper bill perfectly.

That does not make it the legal equivalent of an original negotiable bill.

Paper historically performs an important legal function because physical possession can be exclusive. Once the original document is transferred, the transferor no longer physically possesses it.

Electronic information behaves differently.

It can ordinarily be copied without depriving the original user of access.

ETDA 2023 therefore focuses not merely on electronic form but on a system capable of reproducing the exclusivity traditionally associated with possession of paper.

Section 2 requires a reliable system to be used to identify the document so that it can be distinguished from copies, protect it against unauthorised alteration, secure that no more than one person can exercise control of it at any one time, allow the person able to exercise control to demonstrate that ability, and secure that a transfer deprives the transferor of the ability to continue exercising control.

The statutory concept doing much of the practical work is therefore exclusive control.

An electronic bill is not legally significant merely because it is digital.

It must operate within a structure capable of reproducing the singularity and divestibility on which negotiable trade documentation depends.

2. Under English law, control makes possession possible but does not replace it

It is tempting to say that ETDA 2023 replaced possession with control.

It did not.

Section 3 expressly provides that a person may possess, indorse and part with possession of an electronic trade document. The Act deliberately removes the historical legal obstacle to possession of electronic trade documents.

But possession is not defined simply by asking whom the platform identifies as controller.

The Explanatory Notes preserve the ordinary analysis: intention is an integral part of the enquiry whether a document is in fact possessed by a particular person, and whether a person able to control the document has the requisite intention depends on the facts and the evidence.

That distinction can become important where a bank, agent, trustee, security holder or several persons acting jointly interact with the document.

A system may demonstrate who can technically exercise control.

That may be highly persuasive evidence.

It does not necessarily answer every question concerning the legal capacity in which that control is exercised.

The Act also provides that persons acting jointly are to be treated as one person for the purposes of control, which the Explanatory Notes illustrate with multi-signature arrangements.

The better formulation is therefore this: control creates the factual architecture that makes electronic possession possible. Possession remains a legal conclusion reached by applying the relevant law to that control and the parties' intentions.

There is another important qualification.

ETDA 2023 is facilitative rather than compulsory. Under section 5, if an intention that section 3 should not apply appears in, or can reasonably be inferred from, the document or the terms governing it, neither section 3 nor section 4 applies to that document.

Accordingly, not every electronic shipping arrangement should automatically be analysed as an ETDA possessory document simply because the technology could support one.

The contractual architecture still matters.

3. Turkish law accommodates electronic shipping documents through a different structure

Turkish law should not be described as requiring every bill of lading to exist exclusively in traditional paper form.

Article 1526(2) of the Turkish Commercial Code No. 6102 expressly permits bills of lading, transport documents and insurance policies to be signed by mechanical or electronic means. It also permits entries in such instruments to be written, created and transmitted electronically to the extent allowed by the law of the country where the instrument is issued.

That provision is significant, and the contrast with the first paragraph of the same article is instructive. Article 1526(1) provides that bills of exchange, promissory notes, cheques, warehouse receipts, warrants and instruments similar to negotiable instruments cannot be issued with a secure electronic signature. The bill of lading is deliberately treated differently.

The Turkish Commercial Code therefore accommodates electronic techniques in shipping documentation.

It does not, however, replicate ETDA 2023.

The substantive Turkish bill-of-lading regime remains structured around concepts historically attached to presentation, holding and surrender.

Article 1228 defines the bill of lading as the instrument under which the carrier is obliged to deliver the goods only against its presentation. Article 1230 entitles the lawful holder to receive the cargo. Article 1234 attaches to the transfer of the bill the legal consequences of transferring possession of the goods it represents. Article 1236 provides that the goods are delivered only against return of a copy of the bill bearing an acknowledgement of receipt.

The distinction is therefore fundamental:

• electronic creation or signature of a bill is one question;
• electronic possession of a transferable original is another.

English legislation now resolves the second issue expressly through statutory possessory concepts.

Turkish law reaches the subject through a different legislative framework.

That difference should not be overstated.

Nor should it be ignored.

4. In cross-border trade, contractual rights and proprietary rights must be separated

Assume that a qualifying eBL is issued through a reliable system and the carriage contract is governed by English law.

The bill moves electronically from seller to financing bank and then to a Turkish buyer.

The vessel is carrying the goods toward Türkiye.

Several legally distinct questions arise:

• Who possesses the eBL?
• Who has rights of suit against the carrier?
• Who has a security interest?
• Who owns the goods?
• Who is entitled to demand delivery?
• Which law governs the proprietary consequences of the transfer while the cargo is in transit?

A single governing-law clause may not answer all of those questions.

Türkiye's Law No. 5718 on International Private and Procedural Law illustrates why.

Article 29 provides that contracts for the carriage of goods are governed by the law chosen by the parties. In the absence of a choice, it contains specific connecting rules directed to the carrier's principal place of business together with the place of loading or discharge or the consignor's principal place of business, subject ultimately to a more closely connected law.

The carriage contract can therefore validly be governed by English law.

Proprietary questions are treated separately.

Article 21 provides that rights in rem over movables are ordinarily governed by the law of the place where the goods are located at the time of the transaction and, specifically, that rights in rem over goods in transit are governed by the law of the destination.

For cargo moving to Türkiye, that provision can make Turkish law directly relevant to the proprietary consequences asserted in the goods.

This leads to an important proposition: recognition under English law of possession of an electronic bill does not necessarily answer every proprietary question concerning cargo destined for Türkiye.

Characterisation matters.

A contractual right against the carrier is not automatically the same thing as ownership of cargo.

Possession of the bill is not synonymous with ownership of the goods.

A bank's security right may require separate analysis again.

A sophisticated cross-border case therefore begins by identifying the legal character of each asserted right before asking which law governs it.

5. Private international law remains an unfinished part of the electronic-trade project

The cross-border difficulty is not unique to Türkiye.

The Law Commission of England and Wales deliberately separated domestic legal recognition of electronic trade documents from the wider private international law problems they create.

It has specifically identified the difficulty of determining the geographical location of electronic trade documents and the consequent questions surrounding applicable law and jurisdiction. Its separate project on digital assets and electronic trade documents in private international law remains active: the consultation closed on 8 September 2025, and the Commission states that it is analysing responses and preparing its final report.

This matters because ETDA 2023 solved one major problem: an electronic trade document can be possessed under the law of the United Kingdom.

It did not purport to create a universal choice-of-law rule for every proprietary consequence produced by that possession in another jurisdiction.

For Türkiye–UK trade, the issue is particularly visible.

The cargo may be physically on a vessel in the Mediterranean.

The eBL platform may have no meaningful single geographical location.

The controller may be a London bank.

The buyer may be in Istanbul.

The destination may be Mersin.

The traditional assumption that the relevant document can easily be located in one country becomes difficult to maintain.

6. Delivery is where digital documentation becomes physical maritime risk

Electronic trade remains attached to physical goods.

Eventually, the vessel arrives.

Cargo is discharged.

A terminal receives release instructions.

A haulier arrives to collect the container.

At that moment, the carrier must determine whether the person seeking the cargo is legally entitled to receive it.

Turkish law gives the bill a central role in that process.

The lawful holder is entitled to receive the goods. Where an order bill has been issued, Article 1232 provides that the master may follow the shipper's instructions on return or delivery of the goods only if all copies of the bill are returned, and the carrier remains liable to the lawful holder if the master acts otherwise. Article 1236 connects physical delivery with return of the bill.

Electronic bills change the mechanism through which documentary entitlement is proved.

They do not eliminate the underlying obligation to deliver to the correct party.

That makes a critical distinction necessary: the electronic bill itself is not the same thing as the operational credential used to collect the cargo from the terminal.

Modern shipping systems may contain several electronic layers:

• the eBL;
• the record of control over the eBL;
• a carrier release instruction;
• a terminal delivery order;
• a PIN or QR credential;
• a haulier access token.

All may be digital.

They do not perform the same legal function.

The Court of Appeal's decision in MSC Mediterranean Shipping Co SA v Glencore International AG illustrates the danger. The port of Antwerp operated an electronic release system under which carriers issued PIN codes, instead of paper delivery orders, which the collecting driver entered to obtain the containers. Two containers were taken by someone who had obtained the codes. The court held that, where the parties contemplated delivery against presentation of a bill of lading or under a delivery order, providing the code could not itself constitute delivery.

The case predates ETDA 2023 and is not an authority on statutory possession of modern eBLs.

Its continuing importance is conceptual: digitising release does not automatically digitise the legal function of the bill of lading.

7. Misdelivery remains a traditional maritime claim with digital evidence

A misdelivery dispute asks a familiar question: was the cargo delivered to someone who was not legally entitled to receive it?

The fact that the bill is electronic does not change the core issue.

It changes the evidence through which the answer is established.

A modern dispute may require proof of:

• who exercised control of the electronic record;
• who possessed it in law;
• whether any indorsement was effective;
• whether a bank or agent held it for another person;
• whether control was validly transferred before physical delivery;
• whether the old controller was fully divested;
• whether the document had been converted between paper and electronic form; and
• whether the carrier followed the rules of the relevant eBL system.

This is one reason a platform record should never be treated as a black box.

The legal question may depend directly on how the technology records transfer, control and surrender.

8. FIMBank: electronic complexity does not stop maritime time running

The Supreme Court's decision in FIMBank plc v KCH Shipping Co Ltd [2024] UKSC 38 is particularly important for modern misdelivery claims.

The bank alleged that cargo had been delivered, without production of the bills of lading, to persons who were not entitled to receive it. It commenced arbitration more than twelve months after the cargo was delivered or should have been delivered.

The Court considered whether the one-year time bar under the Hague and Hague-Visby Rules could apply to misdelivery occurring after discharge.

It held unanimously that both time bars apply to such claims.

That point matters greatly in an electronic-document dispute.

A claimant may spend months investigating control logs, fraud, identity, security rights, terminal systems and transfer history.

Meanwhile, the underlying maritime claim may be approaching a one-year bar.

Digital complexity does not suspend traditional carriage-law deadlines.

A suspected misdelivery therefore requires immediate analysis of:

• when delivery occurred;
• when it should have occurred;
• which carriage regime applies;
• which contractual or statutory time bar governs;
• which party must be proceeded against; and
• which forum or arbitral process must be commenced.

The Turkish position must be analysed separately rather than simply importing FIMBank.

Article 1188 of the Turkish Commercial Code provides that all claims against the carrier for loss of or damage to the goods or delay in delivery are extinguished unless proceedings are brought within one year, running from delivery or from the date on which the goods should have been delivered. Article 1246 provides, subject to Article 1188, a one-year limitation period for claims arising from charterparties, contracts of carriage, bills of lading or their issuance.

For a Turkish-law misdelivery claim, the precise statutory basis and characterisation therefore need to be identified at the outset, together with any security that may be needed, including ship arrest.

The practical conclusion is the same: do not wait for the technology investigation before protecting the maritime claim.

9. Electronic bills do not abolish delivery-against-LOI risk

Ships often arrive before commercial documentation is ready.

With paper bills, that has historically led to requests for cargo to be released without production of the original bill against a letter of indemnity ("LOI").

The practice carries obvious risk.

Delivery without production of the bill is one of the standard exclusions from P&I cargo cover. An LOI is commercial protection given by the receiver or charterer; it does not restore that cover. As one club's guidance puts it, the security is only as good as the person granting it, so the financial standing of the party giving the indemnity, and whether a bank stands behind it, matters.

Electronic bills change the form of the problem rather than eliminating it.

The International Group of P&I Clubs has covered liabilities under approved paperless trading systems since 20 February 2010, to the extent they would have arisen under paper bills. From 20 February 2025, a system is deemed approved if it permits only compliant e-bills, meaning e-bills subject to a governing law that gives them legal recognition equivalent to paper bills, and if the system is reliable. The Group expressly cites ETDA 2023 as an example of such legislation. The choice of law governing the eBL is therefore relevant to the carrier's insurance position as well as to the document's legal effect.

The usual exclusions continue to apply. They include delivery of cargo without production of the negotiable electronic record which, in the case of an approved system, means delivery other than in accordance with the rules of that system.

The modern proposition is therefore this: electronic bills do not abolish the delivery-without-bill problem. They redefine what valid production or surrender of the bill means.

This is particularly important where a port's operational release system and the eBL platform are separate.

A terminal may be technically capable of releasing the goods.

That does not mean the carrier is legally entitled to authorise release.

10. Trade finance requires four different rights to be kept separate

The party with the most important legal interest in the bill may not be the buyer standing at the port.

It may be a bank.

Bills of lading have traditionally been central to documentary finance, including the letters of credit and demand guarantees used in cross-border trade, because control of the document may give a financier practical and legal leverage over the cargo.

English law also gives the bill a specific contractual role.

Under section 2 of the Carriage of Goods by Sea Act 1992, a person who becomes the lawful holder of a bill of lading has transferred to and vested in it all rights of suit under the contract of carriage as if it had been a party to that contract.

ETDA 2023 did not replace that rights-of-suit architecture. Instead, it allows a qualifying electronic bill to have the same effect as its paper equivalent, and it repealed the unused regulation-making powers in section 1(5) and (6) of the 1992 Act that had contemplated electronic bills.

In a financed Türkiye–UK cargo transaction, the bank may therefore need to establish several different propositions:

• that it possesses the electronic bill under the applicable law;
• that any indorsement or transfer is effective;
• that it is the relevant lawful holder for rights-of-suit purposes;
• that its security interest is valid; and
• if it asserts proprietary rights in the cargo itself, that those rights are recognised under the law governing the proprietary issue.

These should not be collapsed into one concept.

Four propositions in particular must remain distinct: control of the electronic record; possession of the electronic bill; contractual rights against the carrier; and ownership or security rights in the underlying goods.

They may coincide in the same party.

They do not necessarily do so.

That distinction is one of the most important in cross-border eBL litigation.

11. The litigation file will increasingly become a systems file

Traditional bill-of-lading litigation revolves around originals, indorsements, signatures and delivery records.

Electronic bill disputes will add a technical evidential layer.

Potentially relevant evidence may include platform transfer logs, control history, authentication records, digital signatures, timestamps, user permissions, multi-signature approvals, amendment history, system audits, API communications, carrier instructions, terminal-release records, PIN generation and records of conversion between paper and electronic form.

Those are not merely IT records.

They may answer legal questions. Was the document actually transferred? Was the transferor fully divested? Could another person still exercise control? Who had the intention necessary for possession? Did an indorsement occur? Was the document held by a bank, agent or trustee? Did the carrier release the cargo in accordance with the electronic trading system?

System reliability can itself become contentious.

ETDA 2023 deliberately avoids prescribing a particular technology. Instead, it lists matters that may be taken into account in deciding whether a system is reliable, including its rules, the measures securing the integrity of information, access controls, the security of hardware and software, independent audit, assessments by supervisory or regulatory bodies and applicable voluntary schemes or industry standards.

A cyber incident therefore need not be merely operational.

If the incident undermines exclusivity, divestibility or the reliability of the system, it may affect the substantive legal status of the electronic trade document.

12. Conversion between paper and electronic form is part of the chain of possession

Cross-border commerce will not become fully paperless overnight.

A transaction may begin electronically and later require paper, or the reverse.

ETDA 2023 therefore provides for valid conversion between the two forms.

Section 4 requires a statement that the document has been converted to be included in the document in its new form, and compliance with any contractual or other requirements relating to conversion. Once a valid conversion takes place, the document in its old form ceases to have effect and all rights and liabilities continue in relation to the document in its new form.

The rule protects the most important feature of negotiable documentation: there must not be two operative originals.

The Explanatory Notes underline the danger. Without a valid change of medium, the document in its old form does not automatically cease to have effect, which could duplicate the obligation unless the old form is separately cancelled and taken out of circulation.

In a dispute, the conversion history can therefore become central evidence.

Counsel may need to establish:

• when the conversion occurred;
• who authorised it;
• which system rules applied;
• whether the old form was disabled;
• who possessed or controlled the document immediately before and after conversion; and
• whether any competing version remained capable of circulation.

Conversion is not merely administrative.

It is part of the legal chain of possession.

13. A robust eBL transaction should be designed from the delivery point backwards

The safest way to structure an electronic bill transaction is not to begin with the software platform.

Begin with physical delivery.

Ask who will be entitled to demand the goods at the Turkish port.

Then work backwards. Which document proves that entitlement? Which law gives that document its legal effect? How will possession or control be transferred? Will a financing bank hold the document? Does the carrier's P&I cover recognise the chosen electronic system? What constitutes production or surrender under that system? Is the port's release mechanism separate from the eBL? What happens if the vessel arrives before the banking transfer is complete? Will anyone ask for delivery against an LOI? Which law governs the carriage contract? Which law governs proprietary rights asserted in the cargo? Which court or tribunal will decide a dispute? What time bar will apply?

Those questions are far cheaper to answer before shipment than after cargo has already been delivered to the wrong person.

The legal architecture should follow the physical transaction.

Not the other way around.

14. The next problem is legal interoperability

Technical interoperability is increasingly achievable.

Platforms can exchange data.

Identity can be authenticated.

Transfers can be recorded almost instantly.

Banks, traders, carriers and terminals can participate in connected systems.

Legal interoperability is harder.

It requires different legal systems to attribute compatible consequences to the same electronic act.

The United Kingdom has created a modern possessory regime for qualifying electronic trade documents.

Türkiye has important statutory accommodation for electronic shipping documents, but not an identical legislative model.

UNCITRAL's current status table for the Model Law on Electronic Transferable Records lists the United Kingdom among the jurisdictions whose legislation is influenced by the Model Law, while Türkiye is not listed as an enacting jurisdiction.

That does not mean an eBL is ineffective in Türkiye.

It means recognition must be analysed by legal function rather than assumption:

• English law may recognise possession of the electronic bill;
• Turkish law may determine a proprietary question concerning cargo in transit to Türkiye;
• the carriage contract may determine the carrier's obligations;
• the Carriage of Goods by Sea Act 1992 may determine who has rights of suit under English law;
• P&I rules may determine whether the carrier remains insured;
• the platform rulebook may determine how control is transferred operationally; and
• the terminal system may determine whether the container physically leaves the port.

The transaction is legally secure only where those layers remain aligned.

Conclusion

The movement from paper bills of lading to electronic bills is not fundamentally about replacing paper with software.

It is about reproducing, digitally, a legal system built around exclusivity.

ETDA 2023 solves an important English-law problem by allowing qualifying electronic trade documents to be possessed, indorsed and transferred with the same effect as their paper equivalents.

That is a substantial reform.

It is not a universal solution.

In Türkiye–UK trade, one electronic bill may sit inside several legal regimes simultaneously.

English law may govern the carriage contract and recognise possession of the eBL.

Turkish law may become relevant to proprietary rights in cargo moving toward Türkiye.

A bank may possess the documentary security while another party physically controls the goods.

A terminal may accept a valid digital release credential while the carrier nevertheless lacks authority to release under the bill.

An LOI may solve an urgent commercial problem while transferring substantial uninsured risk to the carrier.

And a party investigating a sophisticated digital misdelivery may still lose the substantive claim by overlooking an old-fashioned one-year maritime deadline.

The principal legal risk in an electronic bill of lading is therefore not that the document is digital.

It is that different actors, or different legal systems, may attribute different consequences to the same digital event.

A transfer on a platform can occur in seconds.

Determining what that transfer means in law may require analysis of maritime law, property law, conflict of laws, trade finance and insurance together.

That is where the next generation of bill-of-lading disputes will increasingly be fought.

How Terziolu & Partners Can Assist

Terziolu & Partners advises on Turkish-law and cross-border maritime matters involving bills of lading, cargo delivery, carriage contracts, ship arrest, marine insurance and international trade.

In matters involving electronic trade documentation, the Turkish-law analysis may include cargo delivery, proprietary claims, documentary rights, conflict-of-laws issues, security, limitation periods, arbitration within our dispute resolution work and enforcement in Türkiye.

Where English law or another foreign law governs the relevant electronic document, financing arrangement or carriage contract, the wider dispute strategy can be coordinated between Istanbul and London through cross-border legal coordination with appropriately qualified counsel in the relevant jurisdiction.

The objective is not to treat the eBL platform, carriage contract, cargo, financing structure and delivery process as separate problems. They form one chain of risk, and the legal analysis should follow that chain from issuance of the document to physical delivery of the goods. Contact us to discuss an electronic bill of lading, a cargo delivery problem or a misdelivery claim.

Selected Legislation, Authorities and Materials

Türkiye

Turkish Commercial Code No. 6102: Article 1188 (one-year extinction period for loss, damage and delay claims against the carrier); Article 1228 (definition and delivery function of the bill of lading); Articles 1230 to 1236 (lawful holder, shipper's instructions, transfer effects and delivery against return of the bill); Article 1246 (one-year limitation for claims arising from carriage contracts and bills of lading, subject to Article 1188); Article 1526 (electronic signature and electronic records in bills of lading).

Law No. 5718 on International Private and Procedural Law: Article 21 (rights in rem over movables and goods in transit) and Article 29 (law applicable to contracts for the carriage of goods).

United Kingdom

Electronic Trade Documents Act 2023: section 1 (paper trade documents, including bills of lading), section 2 (electronic trade documents, control and reliable systems), section 3 (possession, indorsement and effect), section 4 (change of form), section 5 (exceptions) and section 7(2) (repeal of section 1(5) and (6) of the Carriage of Goods by Sea Act 1992).

Electronic Trade Documents Act 2023, Explanatory Notes: control, intention to possess, persons acting jointly and change of medium.

Carriage of Goods by Sea Act 1992, section 2: rights of suit of the lawful holder of a bill of lading.

Principal English Authorities

JI MacWilliam Co Inc v Mediterranean Shipping Co SA (The Rafaela S) [2005] UKHL 11; [2005] 2 AC 423: a straight bill of lading as a "bill of lading or any similar document of title" under the Hague-Visby Rules.

MSC Mediterranean Shipping Co SA v Glencore International AG [2017] EWCA Civ 365: electronic terminal release codes and delivery obligations under bills of lading.

FIMBank plc v KCH Shipping Co Ltd [2024] UKSC 38: the Hague and Hague-Visby one-year time bars apply to misdelivery after discharge.

International and Industry Materials

UNCITRAL Model Law on Electronic Transferable Records (2017), status: jurisdictions with legislation based on or influenced by the Model Law.

Law Commission, Digital Assets and Electronic Trade Documents in Private International Law: applicable-law and jurisdiction questions raised by electronic trade documents.

International Group of P&I Clubs, Electronic Bills of Lading: Notification of New Process (2025): deemed approval of paperless trading systems and the continuing exclusions.

UK P&I Club, Letters of Indemnity: delivery without production of the bill and the value of an indemnity.