## Facts

- Elias Siegelman and his wife bought a passenger “contract ticket” for ocean travel on the R.M.S. Queen Elizabeth, containing conspicuous “terms and conditions.”
- The ticket included (1) a one-year limitation period for actions for passenger death or injury, (2) a clause selecting English law for “all questions arising on the contract,” and (3) a requirement that liability-term alterations be in writing and signed by Cunard’s Chief Agent.
- While at sea, Mrs. Siegelman was injured when she and her dining-room chair overturned; the complaint alleged her chair was the only one not bolted to the floor.
- After return to New York, the Siegelmans retained counsel; Cunard’s claims agent offered $800 and, according to plaintiff’s version, told counsel suit “would not have to be brought” because settlement was likely.
- Mrs. Siegelman later died; Cunard withdrew the offer, stating it could only be tendered to the injured party.
- More than two years after the accident, Siegelman sued individually and as administrator of his wife’s estate.

## Issues

1. Whether federal choice-of-law principles apply in this maritime-related contract dispute removed on diversity.
2. Whether the ticket’s English-law clause is enforceable as to interpretation and validity of the one-year limitation period.
3. Whether, under the governing law, Cunard was barred from invoking the one-year limitation by waiver or estoppel based on its claims agent’s settlement assurances.
4. Whether the ticket’s written-modification requirement defeats any claimed waiver or estoppel based on an oral assurance by a claims agent.

## Decision

- The court treated the dispute as sounding in contract (though arising from events at sea) and applied a federal approach to choice of law.
- The court held the parties’ contractual selection of English law was valid where the choice was genuine and related to execution or performance of the international carriage contract.
- The court ruled English law governed the validity and interpretation of the contractual one-year limitation and was relevant to whether Cunard’s conduct could preclude reliance on that limitation.
- The court reversed summary judgment for Cunard and remanded because the record did not sufficiently establish English law on waiver/estoppel and the effect of the written-modification clause and agency principles.

## Legal Principles

- In multistate or international contracts, an express choice-of-law clause will generally be enforced when the choice is genuine and connected to the contract’s execution or performance.
- Parties may stipulate the law governing contract interpretation; stipulations affecting contract validity may be enforced where consistent with appropriate governmental interests and the contract’s real connections.
- When a contract selects foreign law, questions bearing on the effect of a contractual limitation period—including whether conduct amounts to waiver or estoppel—may require application and proof of that chosen law.
- A contractual requirement that alterations be in writing does not automatically eliminate waiver or estoppel by conduct; whether it does so depends on the governing law and agency rules, and may present fact and law questions unsuitable for summary judgment on an undeveloped record.

## Conclusion

The Second Circuit upheld the ticket’s English-law clause in principle but held that summary judgment based on the one-year suit limitation was premature because English law and its application to alleged waiver or estoppel by the carrier’s claims agent had not been adequately developed.


Siegelman v. Cunard White Star Ltd., 221 F.2d 189 (2d Cir. 1955)