During the latest session of the United Nations Commission on International Trade Law (UNCITRAL), held in Vienna from July 7 to 18, the development of a new instrument on negotiable transport documents was put on the table. While bills of lading have been widely used as documents of title in the maritime sector, transport documents issued by rail, air, and road carriers (often referred to as ‘consignment notes’), which are typically non-negotiable, cannot serve this function.
The new instrument aims to create a new type of document of title called a ‘negotiable transport document,’ which could fulfill a role analogous to that of the maritime bill of lading for the transport of goods by any mode of transport in a multimodal or unimodal context. The new instrument also establishes a legal framework for the recognition and use of electronic negotiable transport documents. At its 58th session, the Commission will have before it the draft convention on negotiable transport documents and all related comments received by the Secretariat prior to the 58th session.
As early as 2019, the Government of China submitted a proposal on work that UNCITRAL could undertake in the future to create a negotiable transport document to facilitate multimodal transport of goods, particularly by rail in the Eurasian space. The proposal noted that, unlike maritime bills of lading, railway consignment notes do not constitute documents of title and cannot be used as a means of payment or financing through letters of credit. The limited function of railway consignment notes also restricted the ability of banks and other institutions to provide financial services and increased financial pressure on importers, as well as the risk of non-payment faced by exporters when attempting to collect payment. The Commission reviewed the proposal and agreed to include the topic in its work program.
Implications of the agreement
UNCITRAL’s adoption of the convention on negotiable transport documents fills a significant legal gap in global trade, which for decades has hindered the multimodal movement of goods. Until now, only goods transported by sea have benefited from widely recognized legal instruments, such as the bill of lading—a document that not only serves as a receipt and evidence of the contract but also as a negotiable document of title, enabling the transfer of ownership while the cargo is still in transit. In contrast, documents used in road, rail, and air transport are typically non-negotiable, meaning they do not offer this flexibility or financial utility.
The new draft convention seeks to change this situation by introducing a harmonized legal framework applicable to negotiable documents of title across all modes of transport—air, rail, road, and maritime—regardless of whether these documents are issued in paper or electronic form.
And it does so without altering the underlying liability regimes of existing transport conventions.
This voluntary accession agreement has been developed over three years through the collaboration of legal experts, diplomats, and industry professionals, including key stakeholders such as FIATA (International Federation of Freight Forwarders Associations), which has long advocated for the role of freight forwarders in issuing contractual transport documents like FIATA’s multimodal transport bill of lading (/eFBL).
Cross-border e-commerce
By integrating provisions inspired by the UNCITRAL Model Law on Electronic Transferable Records (MLETR), the agreement also represents a decisive step toward enabling secure cross-border e-commerce—a long-held ambition among advocates of trade digitalization but previously hindered by fragmented legal frameworks. The agreement provides the long-awaited legal certainty for multimodal transport by recognizing the negotiability of documents beyond maritime transport. Freight forwarders, especially those issuing the FIATA /eFBL, can now do so with confidence that the legal status of their documents is harmonized across jurisdictions.
As the industry moves toward digitalization, this agreement arrives at an opportune moment. By recognizing negotiable electronic documents, it provides the necessary legal foundation for platforms and supply chain actors to fully digitize, enhancing the security, speed, and visibility of trade transactions.
FIATA has committed to providing resources and guidance to help its members adapt and implement the agreement, including best operational and legal practices for issuing and handling negotiable transport documents in electronic or paper format.
Legal journey
The draft convention now heads to the United Nations General Assembly for adoption during its 80th session in late 2025, with UNCITRAL’s endorsement. If adopted, as widely expected, it could become one of the most significant legal instruments for trade facilitation in recent decades. Beate Czerwenka, Chair of UNCITRAL Working Group VI, summarized it perfectly: “This will enable small businesses to access financing, landlocked nations to participate more fully in global trade, and all of us to build a more efficient, resilient, and digitized trade ecosystem.”
In a world increasingly shaped by ‘just-in-time’ expectations, cross-border disruptions, and growing pressure for digitalization, the United Nations Convention on Contracts for the International Sale of Goods is more than a legal instrument. It is a trade enabler, a development catalyst, and a sign that global trade rules are finally catching up with modern supply chains.
As the final vote approaches later this year, the implications of the agreement are beginning to outline a scenario where multimodal trade flows not only seamlessly but also securely and intelligently.
