The United Nations General Assembly adopted the United Nations Convention on Negotiable Cargo Documents on 15 December 2025, a treaty developed by the United Nations Commission on International Trade Law (UNCITRAL). Its purpose is to introduce a treaty-based mechanism for the use of negotiable cargo documents across all modes of transport—something that already exists in practice for carriage of goods by sea in the form of bills of lading.

At first glance, the Convention appears to introduce a treaty-based concept of a negotiable transport document. The more relevant question, however, is not whether it operates independently from national law, but rather how it interacts with existing international regimes.

The explanatory notes are clear in that the Convention does not attempt to redefine the negotiability of documents as such. It leaves the question of negotiability to national laws. Instead, it focuses on narrower questions: when does a transport document qualify as an NCD under the Convention; how can such a document be transferred; who may claim delivery and who may claim damages, and from whom.

The mechanism is relatively straightforward. An NCD is issued “to order” or “to the order of a named person” and is transferred by endorsement. The explanatory notes explicitly state that this method was chosen in order to exclude straight bills of lading. The NCD should be noted as “negotiable”.

This approach to the transfer of order documents is not particularly controversial and is consistent with many national legal systems. Under Dutch law, for example, a straight bill of lading—although accepted as a document of title to which the Hague (Visby) Rules may apply—is not regarded as a negotiable document and cannot be transferred by endorsement, even though rights under it may still be assigned.

Although the explanatory notes state that the Convention does not create a liability regime and therefore does not interfere with existing conventions such as the CMR or the Hague (Visby) Rules, the introduction of a right for the holder to claim delivery and damages may, at first sight, appear to establish such a regime. One might therefore ask whether the Convention should, given its objective, have limited itself to defining the document and its transfer mechanics, leaving questions of liability entirely to national law or existing conventions.

In practice, however, the structure does not appear fundamentally different from many existing regimes, nor does it appear to conflict with them. At the very least, where other regimes provide a broader scope of entitlement to sue, the Convention does not appear to restrict that. Importantly, the Convention does not remove or replace claim rights that may exist under national law or other international conventions against carriers or performing carriers.

Nevertheless, the Convention may raise practical questions. One example concerns the position of freight forwarders. Under the Convention, only the transport operator may issue, or request the issuance of, an NCD. The transport operator is defined as the party that concluded the contract of carriage and assumed responsibility for performing it. The explanatory notes clarify that a freight forwarder acting purely as an agent, therefore, does not qualify as a transport operator.

However, practical difficulties may arise where a freight forwarder has not made it clear that it was acting solely as an agent and is therefore regarded as the contractual carrier, while at the same time not being the party that issued the NCD. Would a document requested by such a freight forwarder fall outside the scope of the NCD merely because it was not issued or requested by the transport operator?

Whether such situations will arise in practice remains to be seen. Given the involvement of banks and the typically strict requirements surrounding negotiable documents, the system may prove to be relatively robust. If a freight forwarder were to act outside its authority, any resulting liability would likely be addressed outside the scope of the Convention. Nevertheless, this is an area where future practice and case law may provide further clarification.

Challenges may also arise in the context of multimodal transport—an area that is not yet governed by a treaty with global reach and where liability regimes are often determined by the applicable national law. Under Dutch law, liability in multimodal transport is determined by the regime that would have applied to the leg of the transport where the damage occurred, as if that leg had been performed as a unimodal transport.

In situations where an NCD is issued, this could lead to interesting outcomes. For example, if damage occurred during the sea leg, the applicable regime might be more favourable to the transport operator who issued an NCD rather than under the Hague-Visby Rules if a bill of lading had been issued—unless the NCD for the sea leg would be treated as a bill of lading to which the Hague-Visby Rules would have applied in a unimodal context. And who is to say it will not?

Whether an NCD can be considered a bill of lading for the sea leg will likely have to be determined through case law in the various national jurisdictions. This is not entirely unrealistic. The Hague (Visby) Rules do not provide a strict definition of what constitutes a bill of lading, nor does Dutch national law. In practice, courts may well look at the substance of the document. If an NCD functions as a document of title, is issued to order, exists in original form, and can be transferred by endorsement, one could argue that it may also qualify as a bill of lading in substance. Much will depend on the nature of the agreed transport—whether unimodal or multimodal—and on the role of the sea leg within that transport.

What the Convention does underline, however, is the importance of clarity in transport documentation. If an NCD is used, it may be sensible to explicitly incorporate the relevant liability regimes for the different legs of the transport—for example, the Hague-Visby Rules for sea carriage or the CMR for road transport—particularly in a multimodal setting.

Another point that may be of interest from a Dutch law perspective concerns the right to bring a claim. Dutch case law traditionally grants that right to the rightful and regular holder of the bill of lading—and only to that holder—even if that holder did not personally suffer the loss. Other jurisdictions take a broader approach and allow claims by other parties involved in the transaction. If an NCD were to be treated as a document comparable to a bill of lading under national law, Dutch courts might well apply the same reasoning. This question will likely have to be answered by future case law and could potentially lead to different outcomes across jurisdictions.

In short, the NCD Convention does not appear to rewrite the rules of transport law. Rather, it provides a structured framework for issuing and transferring negotiable cargo documents. The real legal questions will likely arise not from the document itself, but from its interaction with existing liability regimes and national legal systems. For practitioners, that is probably where the most interesting discussions will begin.