Rethinking the Functions and Digital Transformation of the Bill of Lading in Iranian Law and International Legal Regimes

Abstract

The bill of lading has historically performed multiple interconnected functions in maritime and international trade, including serving as a receipt for goods, evidence of the contract of carriage, a transferable commercial document, a mechanism for controlling delivery, and, in certain contexts, a document of title. The transition from paper-based trade documentation to electronic systems challenges the traditional legal concepts through which these functions have been exercised, particularly originality, possession, endorsement, presentation, surrender, and transferability. This study examines the legal implications of the digital transformation of bills of lading and evaluates the extent to which their traditional functions can be reconstructed within electronic environments. Using a doctrinal, analytical, and comparative legal approach, the study considers the position of the bill of lading under Iranian maritime and contract law and compares it with broader developments in international commercial and electronic trade law. The analysis demonstrates that the central difficulty is not the electronic reproduction of documentary information but the creation of a legally authoritative electronic record capable of ensuring exclusivity, integrity, authentication, transferability, and finality. The study argues that the concept of electronic control should function as the legal equivalent of physical possession, while authenticated transfer of control should replace traditional endorsement and delivery mechanisms. It further finds that general recognition of electronic documents is insufficient to resolve the specialized legal issues associated with transferable bills of lading. Iranian law therefore requires a more explicit legal framework capable of recognizing electronic bills of lading as functionally equivalent to paper documents while addressing authoritative status, electronic transfer, surrender, technological reliability, cybersecurity, interoperability, and protection against duplicate claims. The study concludes that digital transformation should be understood not as the abandonment of the traditional bill of lading but as the reconstruction of its established legal functions through technology-neutral mechanisms based on functional equivalence, exclusive control, integrity, and cross-border legal certainty.