407.101 DOCUMENTS OF TITLE 3894

CHAPTER 407

WAREHOUSE RECEIPTS , BILLS OF LADING AND OTHER DOCUMENTS OFTITLE

(e) "Document" means document of title asdefined in s . 401 . . 201 ..

(f) "Goods" means all things which aretreated as movable f 'or the purposes of a contractof storage or transportation . .

(g) "Issuer" means a bailee who issues adocument except that in relation to an unac-cepted delivery order it means the person whoorders the possessor of goods to deliver . Issuerincludes any person for whom an agent or em-ploye purports to act in issuing a document if theagent o r employe has real or apparent authorityto issue documents notwithstanding that theissuer received no goods or thatthe goods weremisdescribed or that in any other respect theagent or employe violated his instructions .

(h) "Warehouseman" is a person engaged inthe business of storing goods for hire.

(2) Other definitions applying to this chap-ter or to specified sections thereof, and thesections in which they appear are :

(a) "Duly negotiate"-s . 407 .501 .(b) "Person entitled under, the document"-

s. 407 .40 .3 (4) .

407 .102 Definitions and index of defini-tions . (1) In this chapter, unless the contextotherwise requires :

(a) "Bailee" means the person who by awarehouse receipt, bill of lading or other docu-ment of title acknowledges possession of goodsand contracts to deliver them .

(b) "Consignee" means the person named ina bill to whom of to whose order the bill promisesdelivery

(c) "Consignor" means the person named ina bill as the person from whom the goods havebeen received for shipment .

(d) "Delivery order" means a written orderto deliver goods directed to a warehouseman,carrier or other person who in the ordinarycourse of business issues warehouse receipts orbills of lading .

GENERAL .407,101 Short title.407,102 Definitions and index of defi nit i on s .407 103 Relation of chapter to treaty , statute , tariff,

classification or regula tion; l aws not repealed:407 104 Negotiable a nd nonnegotiable warehouse receipt ,

bill of lading or other document of title . .407 . 105 Construction against neg ative implicati on .WAREHOUSE RECEIPTS: SPECIAL PROVISIONS . .

407 201 Who may issue a warehouse recei pt ; storage undergo vernment bond .

40'7 ..202 Form of warehous e receipt; essential term s ; optio nalterm s,

407,203 Liability for n onrece i pt or misd escc iption,407 204 Duty of ca r e ; cont r actua l li mitation of

wareho useman's liabilit y. .40 ' 7..205 Title unde r wa r ehouse receipt defeated in certa i n

c as es .407 206 Ter mination of ' stoi age at warehous eman 's option ..407207 Goods must be kept s epa r ate ; fungible goods.407208 Alter ed war ehou se receipts .407209 Lien of war ehouseman.407210 Enforcement of warehouseman '

s lienBILLS OF LADING: SPECIAL PROVISIONS . .407 .301 L i ability for nonteceipt or misdes cr iptio n; "said t o

contain" ; "shipper's load and count" ; imp roper 'ha ndling ,

40'7 . . 302 Through bills of lading and simila r documents . .407 . 303 Diversion ; reconsignment; cha nge of i ns tructions.407 . 304 Bills of lading in a set . .407305 Destination bills ,407306 Alte red bill s of lading..407 ,307 Lien of ca rrier.407 ..308 . Enfo rcement of c ar rie r's lien .

GENERAL .

407.101 Short title. This chapter shall beknown and may be cited as uniform commercialcodo---documents of title,

407 309 Duty of care; contractual limitation of carrier'sliability ,

WAREHOUSE RECEIPTS AND BILLS OF LADING:GENERAL OBLIGATIONS..

40 ' 7 401 Irregularities in issue of' receipt or bill or conduct ofissuer. .

40 ' 7 .402 Duplicate receipt or bill ; over issue40 ' 7 . 403 Obligation of warehouseman or carrier to deliver;

excuse.40 '7.. 404 No liability for good faith delivery pursuant to

receipt or, bill.WAREHOUSE RECEIPTS AND BILLS OF LADING :

NEGOTIATION AND TRANSFER. .407. 501 Form of negotiation and r equirements of "due

negotiation".407502 Rights acquired by due negotiation .40'7 . . 503 Document of ' title to goods defeated in certain cases , .407 . 504 Rights acquired in the absence of due negotiation;

effect of diversion ; seller's stoppage of delivery ,407505 Indorser not a guarantor for other parties . .40' 1 .. 506 Delivery without indorsement : right to compel

indorsement .40' 7 ..50 '1 Warranties on negotiation or transfer of receipt or

bill.40 ' 7 .. 508 Warranties of collecting bank as to documents .407 509 Receipt or bill : when adequate compliance with

commercial contract .WAREHOUSE RECEIPTS AND BILLS OF LADING :MISCELLANEOUS PROVISIONS..

40 '7 .. 601 Lost and missing documents .40 '1.. 602 Attachment of goods covered by a negotiable

document . .40'7.. 603 Conflicting claims; interpleader .

407 .103 Relation of chapter to treaty ,statute , tariff , classification or regulation ;laws not repealed . (1) To the extent that anytreaty or statute of the United States, regulatorystatute of this state or tariff, classification orregulation filed or issuedd pursuant thereto isapplicable, thee provisions of this chapter aresubject thereto . .

(2) Thiss chapter does not repeal or modifyany laws prescribing the form or contents ofdocuments of title or the services or facilities tobe affordedd by bailees,'or otherwise regulatingbailees' businesses in respects not specificallydealt with herein ; but the fact that such laws areviolated does not affect the status of a documentof title which otherwise complies with the defini-tion of a document of title in s. 401 .201 . .

407.104 Negotiable and nonnegotiablewarehouse receipt, bill of lading or otherdocument of title. (1) A warehouse receipt,bill of lading or other document of title isnegotiable :

(a) If' by its terms the goods are to bedelivered to bearer, or to the order of a namedperson; or

(b) Where recognized in overseas trade, if itruns to a named person or assigns .

(2) Any other' document is nonnegotiable . Abill of lading in which it is stated that the goodsaree consigned to a named- person is not madenegotiable by a provision that the goods are to bedelivered only against a written order signed bythe same or another named person .

407 .105 Construction against negativeimplication. The omission from either ss .407.201 to 407.210 or, ss . 407 .301 to 407.309 ofa provision corresponding to a provision con-tained in the other group of sections does notimply that a corresponding rule of law is notapplicable :

WAREHOUSE RECEIPTS: SPECIALPROVISIONS .

407 .201 Who may issue a warehouse re-ceipt ; storagee under government bond.

407 .203 Liability for nonreceipt or misde-scriptfon. A party to or purchaser for value ingood faith of a document of title other than a bill

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(3) Definitions in other chapters applying tothis chapter and the sections in which theyappear are :

(a) "Contract for sale"-s . 402.106,(b) "Overseas"-s. 402. .32 .3 .(c) "Receipt" of goods-s . 402 .103 . .(4) In addition ch . 401 contains general

definitions and principles of construction andinterpretation applicable throughout thischapter .,

DOCUMENTS OF TITLE 407 .203

(1) A warehouse receipt may be issued by anywarehouseman.

(2) Where goods including distilled spiritsand agricultural commodities are stored under astatute requiring a bond against withdrawal or alicense for thee issuance of receipts in the natureof warehouse receipts, a receipt issued for thegoods has like effect as a warehouse receipt eventhough issued by a person who is the owner of"the goods and is not a warehouseman,

407.202. Form of warehouse receipt; es-sential terms ; optional terms. ( 1) A ware-house receipt need not be in any particular form

(2) Unless a warehouse receipt embodieswithin its written or printed terms each of thefollowing, the warehouseman is liable for dam-ages caused by the omission to a person injuredthereby:. .. .

(a) The location of'the warehouse where thegoods are stored ;

(b) The date of"issue of the receipt ;(c) The consecutive number of the receipt ;(d) A statement whether the goods received

will be-delivered. to the bearer, to a specifiedperson, or to a specified person or his order ;

(e) The rate of'storage and handling charges,except that where goods are stored under a fieldwarehousing arrangement a statement of thatfact is sufficient on a nonnegotiable receipt ;

(f) A description of the goods or• of thepackages containing them ;

(g) The signature of the warehouseman,which may be made by his authorized agent ;

(h) If the receipt is issued for- goods of whichthe warehouseman is owner, either solely orjointly or in common with others, the fact ofsuch ownership ; and

(i) A statement of the amount of advancesmade and of liabilities incurred for which thewarehouseman claims : a lien or security interest(s . 407 . .209) . . If the precise amount of suchadvances made or of"such liabilities incurred is,at the time of the issue of the receipt, unknownto the warehouseman or to his agent who issuesit, a statement of thee fact that advances havebeenn made or liabilities incurred and the pur-pose thereof is sufficient.

(3) A warehouseman may insert in his re-ceipt any.y other terms which are not contrary tothe provisions of this code and do not impair hisobligation of delivery (s . 407 . .403) or his duty: ofcare (s . 407 .204) .. Any contrary provisions areineffective..

may on notifying the person on whose accountthe goods ate held and any other person knownto claim an interest in the goods require pay-ment of anyy charges and removal of the . goodsfrom the warehouse at the termination of theperiod of storage fixed by the document, or, if noperiod is fixed, within a stated period not lessthan 30 days after the notification If the goodsare not removed before the date specified in thenotification, the warehouseman may sell them inaccordance with s . . 407.210 on enforcement of awarehouseman's lien.

(2) If a warehouseman in good faith believesthat the goods are about to deteriorate or, declinein value to less than the amount of his lien withinthe time prescribed in sub . . (1) for notification,advertisement and sale, the warehouseman mayspecify in the notification any reasonableshor'ter time for removal of 'the goods and in casethe goods are not removed, may sell them atpublic sale" held not less than one week afterpublication of a class' 1 notice, under ch . 985 .

(3) If as a result of a quality or condition ofthe goods of which the warehouseman had no`notice at the time of deposit the goods are ahazard to other property or to the warehouse orto persons, the warehouseman may sell thegoods at public or private sale without advertise-ment on reasonable notification to all personsknown to claim an interest in the goods . . If'thewarehouseman after a reasonable effort is un-ablee to sell the goods he mayy dispose of them inany lawful manner and shall incur no liability byreason of such disposition .

(4) The warehouseman must deliver thegoods to any `person entitled to them under thischapter upon' due demand made at any timeprior to sale or other disposition under thissection .

(5) The warehouseman may satisfy his lienfrom the proceeds of any sale or dispositionunder, this section but must hold the balance fordelivery on the demand of any person towhomhe would have been bound to deliver, the goods .

407 .207 Goods `must be kept separate;fungible goods. (1) Unless the warehousereceipt, otherwise provides, a warehousemanmust keepp separate the goods covered by eachreceipt so as to permit at all times identificationand delivery of those goods except that differentlots of fungible goods may be commingled .

(2) Fungible goods so commingled areowned in common by the persons entitledthereto and the warehouseman is severally liableto each owner for that owner's share. Wherebecause of overissue a mass of'fungible goods isinsufficient to meet all the receipts which thewarehouseman has issued against it, the persons

407 .204 Duty of care ; contractual l imita-tion of warehouseman 's liability . (1) Awarehouseman is liable for damages for loss ofor injury to the goods' caused by failure toexercise such care in regard to them as a reason-ably careful person would exercise under likecircumstances but unless otherwise agreed thewarehouseman is not liable. for damages whichcould not have been avoided by the exercise ofsuch care .

(2) Damages may be limited by a conspicu-ous term in the warehouse receipt or storageagreement limiting the amount of liability incase of loss or damage, and settingg forth aspecific liability per article or item, or valuee perunit of weight, beyond which the warehousemanshall not be liable; however; such liability mayon written request of the bailor at the time ofsigning such .storage agreement or within areasonable time after receipt of the warehousereceipt be,increased on part or all of the goodsthereunder, in which event increased rates maybe charged based on such increased valuation,but no such increase shall be permitted contraryto a lawful limitation of liability contained in thewarehouseman's tariff, if any. No such limita-tion is effective with respect to the warehouse-man's liability for conversion to his, use .

(3) Reasonable provisions as to the time andmanner of presenting claims and institutingactions based on the bailment may be includedin the warehouse receipt or tariff .

History: 1975 c 94, 200.

407.205 Title under warehouse receiptdefeated In certain cases . A buyer in theordinary course of business of fungible goodsssold and delivered by a warehouseman whoo isalso in the business of buying and selling suchgoods takes free of any claim under a warehousereceipt even though it has been duly negotiated .

407.206 Termination of storage at ware-houseman's option. (1) A warehouseman

407.203 DOCUMENTS OF TITLE

of lading relying in either case uponn the descrip-tion therein of the goods may recover from theissuer damages caused by the nonreceipt ormisdescription of the goods , except to the extentthatt the document conspicuously indicates thatthe issuer does not know whether any part or allof the goods in fact were received or conform tothe description, as where the description is interms of marks or labels or kind ,' quantity orcondition, or the receipt or description is quali-fied by "contents, condition and quality un-known", "said to contain" or the like, if suchindication be true, or the party or purchaserotherwise has notice .

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public or private sale of the goods in bloc or inparcels, at any time or place and on any termswhich are commercially reasonable, after noti-fying all persons known to claim an interest inthe goods. Such notification must include astatement of the amount due, the nature of theproposed sale and the time and place of anypublic sale . The fact that a better price couldhave been obtained by a sale at a different timeor in a different method from that selected bythe warehouseman is not of itself sufficientt toestablish that the sale wass not made in a com-mercially reasonable manner . If the warehouse-man either sells the goods in the usual manner inany recognized market therefor, or if he sells atthe price currentt in such market at the time ofhis sale, or if he has otherwise sold in conformitywith commercially reasonable practices amongdealers in the type of goods sold, he has sold in acommercially reasonable manner . A sale ofmore goods than apparently necessary to beoffered to insure satisfaction of the obligation isnot commercially reasonable except in casescovered by the preceding sentence .

(2) A warehouseman's lien on goods otherthan goods stored by a merchant in the course ofhis business may be enforced only as follows :

(a) All persons known to claim an interest inthe goods must be notified .

(b) The notification must be delivered inperson or sent by registered mail or certifiedletter to the last known address of any person tobe notified .

(c) The notification must include an itemizedstatement.: of the claim, a description of thegoods subject to the lien, a demand for paymentwithin a specified time not less than 10 daysafter receipt of the notification, and a conspicu-ous statement that unless the claim is paidwithin that time the goods will be advertised forsale and sold by auction at a specified time andplace.

(d) The sale must conform to the terms of thenotification .

(e) The sale must be held at the nearestsuitable place to that where the goods are held orstored.

(f) After the expirationn of the time given inthe notification, an advertisement of the salemust be published as a class 2 notice, under ch .985, where the sale is to be held . . The advertise-.85.,

must include a descriptionn of the goods,the name of the person on whose account theyare being held, andd thee time and place of thesale . If there is no newspaper of general circula-tion where the sale is to be held, the advertise-ment must be posted at least 10 days before thesale in not less than 6 conspicuous places in theneighborhoodd of the proposed sale .

407 .208 : . Altered warehouse receipts.Where a blank in a negotiable warehouse receipthas been filled in without authority, a purchaserfor value and without notice of the want ofauthority may treat the insertion as authorized .Any other: unauthorized alteration leaves anyreceipt enforceable against the issuer accordingto its original tenor .

407 .209 Lien of warehouseman : (1) Awarehouseman has a lien against the bailor onthe goods covered by a warehouse receipt or onthe proceeds thereof in his possession for chargesfor storage or transportation (including demur-rage and terminal charges), insurance, labor, orcharges present or future in relation to thegoods, and for expenses necessary for preserva-tion of the goods or reasonably incurred in theirsale pursuant to law. < If the person on whoseaccount the goods are held is liable for likecharges or expenses in relation to other goodswhenever deposited and it is stated in the receiptthat a lien is claimed for charges and expenses inrelation to other goods, the warehousemann alsohas a lien against him for such charges andexpenses whether or not the other goods havebeen delivered by thee warehouseman . Butagainst a person to whom a negotiable ware-house receipt is duly negotiated a warehouse-man's lien is limited to charges in an amount orat a rate specified on the receipt or if no chargesare so specified then to a reasonable charge forstorage of the goods covered by the receiptsubsequent to the date of the receipt .

(2) The warehouseman may alsoreserve asecurity interest against the bailor for a maxi-mum amount specified on the receipt forcharges other than those specified in sub. (1),such as for moneyy advanced' and interest . Such asecurity interest is governed by ch : 409 . .

(3) A warehouseman's lien for charges andexpenses under sub. (1) or a security interestunder sub.. (2) is also effective.e against anyperson who so entrusted the bailorwith posses-sion of the goods that a pledge of them by thebailor to a good faith purchaser for value wouldhave been valid but is not effective against aperson as to whom the document confers noright in the goods covered by it under s . 407 .503 .

(4) A warehouseman loses his lien on anygoods which he voluntarily delivers or which heunjustifiably refuses to deliver .

407 .210 Enforcement of warehouse-man's lien . (1) Except as provided in sub . (2),a warehouseman's lien may be enforced by

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entitled include all holders to whom over-issuedreceipts have been duly negotiated .

DOCUMENTS OF TITLE 407.210

packages of goods if' package freight and ascer-tain the kind and quantity if bulk freight . Insuch cases "shipper's weight, load and count" orother, words indicating that the description wasmade by the shipper are ineffective except as tofreight concealed by packages .

(3) When bulk freight is loaded by a shipperwho makes available to the issuer adequatefacilities for weighing such freight, an issuerwho is a common carrier must ascertain the kindand quantity within a reasonable time afterreceiving the written request of the shipper to doso. In such cases "shipper's weight" or, other'words of likee purport are ineffective.

(4) The issuer may by inserting in the bill thewords "shipper's weight, load and count" orother words of like purport indicate that thegoods were loaded by the shipper; and if suchstatement is true thee issuer' shall not be liable f'or,damages caused by the improper loading. Buttheir> omission does not imply liability for- suchdamages.

(5)' The shipper shall be deemed to haveguaranteed to the issuer the accuracy at the timeof shipment ofthe description, masks, labels,number, kind, quantity; condition and weight, asfurnished by him; and the shipper shall indem-nifythe issuer against damage caused by inaccu-tacies in such particulars . The right of the issuer'to such indemnity shall in no way limit hisresponsibility and liability under' the contract ofcarriage to any person other than the shipper .

407 .302 Through bills of lading and'simt-'ar documents. (1) The issuer of a throughbill of lading or' other document embodying anundertaking to be performed in part by personsacting as its agents or by connecting carriers isliable to anyone entitled to recover, on the docu-ment for any breach by such other, persons or bya connecting carrier of its obligation under thedocument but to the extent that the bill coversan undertaking to be performed overseas or interritory nott contiguous to the continentalUnited 'States or an undertaking including mat-ters other than transportation this liability maybe varied by agreement of the parties : .

(2)Where goods covered by a through bill of 11 lading or other document embodying an under-

taking to be performed in part by persons otherthan the issuer are received by any such person,he is subject with respect to his own perform-ance while the goods are in his possession to theobligation of the issuer . . His obligation is dis-charged by delivery of the goods to another, suchperson pursuant to the document, and does notinclude liability for breach by any other suchpersons or- by the issuer .

407.301 Liability for nonrecelpt or misde-scription; "said to contain"; "shipper 'sload and count" ; Improper handling .. (1) - Aconsignee of a nonnegotiable bill who has givenvalue in good faith or a holder to whom ' anegotiable bill has been duly negotiated relyingin either case upon the description therein of thegoods, or upon the date therein shown, mayrecover from the issuer damages caused by themisdating of the bill or the nonreceipt or misde-scription of the goods, except to the extent thatthe document indicates that the issuer does riotknow whether any part or all of the goods in factwere received or conform to the description, aswhere the description is in terms of marks orlabels or kind, quantity, or- condition' or thereceipt : or, description is qualified by "contents orcondition of contents of packages unknown","said to contain", ."shipper's weight, load andcount" or the like,, if such indication is true .

(2 ) When goods are loaded by an issuer whois a common :carrier, the issuer, must count the

407.210 DOCUMENTS OF TITLE

(3) Before any sale pursuant to this sectionany person claiming a right in the goods may paythe amount necessary to satisfy the lien and thereasonable expenses incurred under this section . .In that event the goods must not be sold, butmust be retained by the warehouseman subjectto the terms of the receipt and thi s chapter ' .

(4) The warehouseman may buy at anypublic sale pursuant to this section .

(5) A purchaser in good faith of goods sold toenforce a warehouseman ' s lien takes the goodsfree of any rights of persons against whom thelien was valid,, despite noncompliance by thewarehouseman with the requirements of thissection.

(6) The warehouseman may satisfy his lienfrom the proceeds of any sale pursuant to thissection but must hold thee balance, if any, fordelivery on demand to any person to whom hewould have been bound to deliver the goods .

(7) The rights providedd by this section shallbe in addition to all other rights allowed by lawto a creditor against his debtor .

(8) Where a lien is on goods stored ; by amerchant in the course of his businesss the lienmay be enforced in accordance with either sub .(1) or, (2) ..

(9) The warehouseman is liable f 'or, damagescaused by failuree to comply with the require-ments for sale under this section and in case ofwilful violation is liable for conversion ..

Warehousemen's liens may constitutionallyy be enforcedagainst tenants dispossessed under 299 . .45 . . Wegwart v, EagleMovers, Inc . 441 F Supp 872 ,

BILLS OF LADING : SPECIALPROVISIONS .

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407 .303 Diversion; reconsignment ;change of instructions. (1) Unless the bill oflading otherwise provides, the carrier may de-liver the goods to a person or destination otherthan that stated in the bill or may otherwisedispose of the goods on instructions from :

(a) The holder of a negotiable bill ; or(b) The consignor on a nonnegotiable billl

notwithstanding contrary, instructions from theconsignee; or

(c) The consignee on a,nonnegotiable bill inthe absence of contrary instructions from theconsignor, if the goods have arrived at the billeddestination or if the consignee is in possession ofthe bill ; or

(d) The consignee on a nonnegotiable bill ifhe is entitled as against the consignor to disposeof them.

(2) Unless such instructions are noted on anegotiable bill of lading, a person to whom, thebill is duly negotiatedd oan hold the bailee ac-cording to the original terms .

407.304 Bills of l ading in a set. (1) Exceptwhere customary in overseas transportation, abill of lading must not be issued in a set of parts .The issuer is liable for damages caused byviolation of this subsection„

(2) Where a bill of lading is lawfully drawnin a set of parts, each of which is numbered andexpressed to be valid only if the goods have notbeen delivered against any other part, the wholeof the parts, constitute one bill .

(3) Where a bill of lading is lawfully issuedin a set of parts and different partss are negoti-ated to different persons, the title of the holderto whom the first due negotiation is madeprevails as to both the document and the goodseven though any later holder may have receivedthe goods from the carrier in good faith anddischarged the carrier's obligation by surrenderof his part.

(4) Any person who negotiates or transfers asingle part of a bill of lading drawn in a set isliable to holders of that part as if it were thewhole set.

407 .306 Altered bills of lading. An unau-thorized alteration or filling in of a blank in a billof lading leaves the bill enforceable according toits original tenor .

407 .307 Lien of carrier. (1) A carrier has alien on <the goods covered by a bill of lading forcharges subsequent to the date of its receipt ofthe goods for storage or, transportation (includ-ing demurrage and terminal charges) and forexpenses necessary for- preservation of the goodsincident to their transportation or reasonablyincurred in their sale pursuant to law. Butagainst a purchaser for value of a negotiable billof lading a carrier's lien is limited to chargesstated in the bill or the applicable tariffs, or if nocharges are stated then to a reasonable charge .

(2) A lien for charges and expenses undersub. (1) on goods which the carrier was requiredby law to receive for transportation is effectiveagainst the consignor or any person entitled tothe goods unless the carrier had notice that theconsignor lacked authority to subject the goodsto such charges and expenses . Any other lienunder sub. ( 1) is effective against the consignorand.d any person who permitted the bailor to havecontrol or `possession of the . goods unless thecarrier had notice that the tailor lacked suchauthority.

(3) A carrier loses his lien on any goodswhich he voluntarily delivers or which he unjus-tifiably refuses to deliver.

407-.308 Enforcement of carrier's lien.(1) A carrier's lien may be enforced by publicor private sale of the goods, in bloc or in parcels,at any time or place and on any terms which arecommercially reasonable, after notifying all per-sons known to claim an interest in thee goods .Such notification must include a statement of

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(3) The issuer of such through bill of ladingor other document shall be entitled to recoverfrom the connecting carrier or such other personin possession of the goods when the breach of theobligation under the document occurred, theamount it may be required to pay to anyoneentitled to recover on the document therefor, asmay be evidenced by any receipt, judgment, ortranscript thereof, and the amount of any ex-pense reasonably incurred by it in defending anyaction brought by anyone entitled to recover onthe document therefor .

DOCUMENTS" OF TITLE 407.308

(5) The bailee is obliged to deliver in accord-ance with ss . 407 .401 to 407 .,404against the firstpresented part of a bill of lading lawfully drawnin a set. Such delivery discharges the bailee'sobligation on the whole bill .

407 .305' Destination bills . (1) Instead ofissuing a bill of lading to the consignor at theplace of shipment a carrier may at the request ofthe consignor procure the bill to be issued atdestination or at any other place designated inthe request :.

(2) Upon request of anyone entitled asagainst the carrier to control the goods while intransit and on surrender of any outstanding billof lading or other receipt covering such goods,the issuer, may procure a substitute bill to beissued at any place designated in the request,

the amount due, the nature of the proposed saleand the time and place of any public sale . Thefact that a better price could have been obtainedby a salee at a different time or in a differentmethod from that selected by the carrier is not ofitself sufficient to establish that the sale was notmade in a commercially reasonable manner . Ifthe carrierr either sells the goods in the usualmanner in any recognized market therefor or ifhe sells at the price current in such market at thetime of his sale. or if he has otherwise sold inconformity with commercially reasonable prac-tices among dealers in the type of goods sold, hehas sold' in a commercially reasonable manner .A sale of more goods than apparently necessaryto be offered to ensure satisfaction of the obliga-tion is not commercially reasonablee except incases covered by the preceding sentence.

(2) Before any sale pursuant to this sectionany person claiming a right in the goods may paythe amount necessary to satisfy the lien and thereasonable expenses incurred under this section .In that event thee goods must not be sold, butmust be retained by the carrier subject to theterms of the bill and this chapter .

(3) The carrier may buy at any public salepursuant to this section .

(4) A purchaser in good faith of goods sold toenforce a carrier's lien takes the goods free ofany rights of persons against whom the lien wasvalid, despite noncompliance by the carrier withthe requirements of this section .

(5) The carrier may satisfyy his lienn fromm theproceeds of any sale pursuant to this section butmust hold the balance, if any, for delivery ondemand to any person to whom he would havebeenn bound to deliver the goods .

(6) The rights provided by this section are inaddition to all other rights allowed by law to acreditor against his debtor .

(7) A carrier's lien may be enforcedd inaccordance with either sub. (1) or the procedureset forth in s . 407 .210 (2) .

(8) The carrier is liable for damages causedby failure to comply with the requirements forsale under this section and in case of wilfulviolation is liable for conversion,

407 .309 Duty of care; contractual Jimita-tion o4 carrier 's liability. (1) A carrier whoissues' a bill of lading whether negotiable ornonnegotiable must exercise the degree of carein relation to the goods which a reasonablycareful person would exercise under like circum-stances. This subsection does not repeal orchange any law or rule of law which imposesliability upon a common carrier for damages notcausedd by its negligence .

407.401 Irregularities in Issue of receiptor bill or conduct of Issuer . The obligationsimposed by this chapter on an issuer apply to adocument of title regardless of the fact that :

(1) The document may not comply with therequirements of this chapter or of any other lawor regulation regarding its issue, form or con-tent; or

(2) The issuer may have violated lawsregulating the conduct of his business ; or

(3) The goods covered by the documentwere owned by the bailee at the time the docu-ment was issued ; or

(4) The person issuing the document doesnot come within the definition of warehousemanif it purports to be a warehouse receipt .

407 .402 Duplicatee receipt or bill ; over-Issue : Neitherr a duplicate nor' any other docu-ment of title purporting to cover goods alreadyrepresented by an outstanding document of thesame issuer confers any right in the goods,except as provided in the case of bills in a set,overissue of documents for fungible goods andsubstitutes for lost, stolen or destroyed docu-ments. But the issuer is liable for damagescaused by his overissue or failure to identify aduplicate document as such by conspicuous no-tation on its face .

407.403 Obligation of warehouseman orcarrier to deliver ; excuse. (1) The baileemust deliver the goods to a person entitled underthe document who complies with subs, (2) and(3), unless and to the extent that the baileeestablishes any of thee following :

(a) Delivery of the goods to a person whosereceipt was rightful as against the claimant ;

407.308 DOCUMENTS OF TITLE 3900

(2) Damages may be limited by a provisionthat the carrier'ss liability shall not exceed avalue stated in the document if the carrier ' srates are dependent upon value and the con-signor by the carrier's tariff is afforded anopportunity to declare a higher value or a valueas lawfully provided in the tariff, or where notarifff is filed he is otherwise advised of suchopportunity ; but no such limitation is effectivewith respect to the carrier's liability for conve r-sion to its own use.

(3) Reasonable provisions as to the time andmanner of presenting claims and institutingactions based on the shipment may be includedin a bill of lading or tariff.

History : 1975 c.. 94 s . . 91 (12) .

WAREHOUSE RECEIPTS AND BILLSOF LADING: GENERAL OBLIGATIONS .

(b) Damage to or delay, loss or destruction ofthe goods for which the bailee is not liable ;

(c) Previous sale or other' disposition of thegoods in lawful enforcement of a lien or onwarehouseman's lawful termination of storage ;

(d) The exercise by a seller of his right to stopdelivery pursuant to s . 402 .705 ;

(e) A diversion, reconsignment or other r dis-position pursuant to s . 407.303 or tariff regulat-ing such right;

(f) Release, satisfaction or any other factaffording a personal defense against theclaimant;

(g) Any other' lawful excuse .(2) A person claiming goods covered by a

document of title must satisfy the bailee's lienwhere the bailee so requests or where the baileeis prohibited by law from delivering the goodsuntil the charges are paid .

(3) Unless the person claiming is one againstwhom the document confers no right under, s .407.503 (1), he must surrender for cancellationor notation of partial deliveries any outstandingnegotiable document covering the goods, andthe bailee must cancel the document or conspic-uously note the partial delivery thereon or beliable to any person to whom thee document isduly negotiated.

(4) "Person entitled under' the document"means holder in the case of a negotiable docu-ment, or the person to whom delivery is to bemade by the terms of or pursuant to writteninstructionss under a nonnegotiable document .

407 .404 No liability for good faith deliverypursuant to receipt or bill. A bailee who ingood faith including observance of reasonablecommercial standards has received goods anddelivered or otherwise disposed of them accord-ing to the terms of the document of title orpursuant to this chapter is not liable therefor .This rule applies even though the person fromwhom he received the goods had no authority toprocure the document or to dispose of the goodsand even though the person to whom he deliv-ered the goods had no authority to receive them .

WAREHOUSE RECEIPTS AND BILLSOF LADING: NEGOTIATION AND

TRANSFER.

407.509 Form of negotiation and require-ments of "due negotiation". (1) A negotia-ble document of title running to the order of anamed person is negotiated by his indorsementand delivery . After his indorsement in blank orto barer, any person can negotiate it by deliveryalone .

407.502 Rights acquired by due negotia-tion . (1) Subject to s . 407,503 and to s . 407 .205on fungible goods, a holder to whom a negotia-ble document of title has been duly negotiatedacquires thereby :

(a) Title to the document ;(b) Title to the goods ;(c) All rights accruing under the law of

agency or estoppel, including rights to goodsdelivered to the bailee after the document wasissued; and

(d) The direct obligation of the issuer to holdor deliver the goods according to the terms of thedocument free of anyy defense or claim by himexcept those arising under thee terms of thedocument or under this chapter . In the case of adelivery order the bailee's obligation accruesonly upon acceptance and the obligation ac-quired by the holder is that the issuer and anyindorser will procuree the acceptancee of thebailee .

(2) Subject to s . 407 .503, title and rights soacquired are not defeated by any stoppage of thegoods represented by the document or by surren-der of such goodss by the bailee, and are notimpaired even though the negotiation or any

3901 DOCUMENTS OF TITLE 407.502

(2) (a) A negotiable document of title is alsonegotiated by delivery alone when by its originalterms it runs to bearer and has not been indorsedto a specified person

(b) When a document running to the order ofa named person is delivered to him the effect isthe same as if the document had beennegotiated .

(3) Negotiation of a negotiable document oftitle after it has been indorsed to a specifiedperson requires indorsement by the special in-dorsee as well as delivery .

(4) A .negotiable documentt of title is "dulynegotiated" when it is negotiated in the mannerstated in this section to a holder who purchases itin good faith without notice of any defenseagainst or claim to it on the part of any personand for value, unless it is established that thenegotiation is not in the regular course of busi-ness or financing or involves receiving the docu-ment in settlementt or payment of a moneyobligation.

(5) Indorsement of a nonnegotiable docu-ment neither makes it negotiable not, adds to thetransferee's rights.

(6) The naming in a negotiable bill of aperson to be notified of the arrival of the goodsdoes not limitt the negotiability of the bill norconstitute- notice to a purchaser thereof of anyinterest of such person in the goods .

Buyer in ordinary course of business under article 9 of theuniform commercial code (and related matter's) . . Skilton,1974 WLR 1, :

407 .503 Document of title to goods de -feated fn certain cases . (1) A document oftitle confers no right in,goods against a personwho before issuance of the document had a legalinterest or a perfected security interest in themand who neither :

(a) Delivered or entrusted them or any docu-ment of title covering them to the bailor or hisnomineee with actual or apparent .: authority toship, store or sell or with power : to obtain deliv-ery under s. 407 :403 or with power of dispositionunder ss . 402.403 or 409 .307 or other statute orrule of law; nor

(b) Acquiesced in the procurement by thebailor or his nominee of any document of title .

(2) Title to goods based upon an unaccepteddelivery order is subject to the rights of anyoneto whomm a negotiable warehouse receipt or billof lading covering the goods has been dulynegotiated. Such a title may be defeated unders. 407 .504 to the same extent as the rights' of theissuer or a transferee from the issuer :

(3) Title to goods based upon a bill of ladingissued to a freight forwarder' is subject to therights of anyone to whom a bill issued by thefreight forwarder is duly negotiated ; but deliv-ery by the carrier in accordance with ss . 407 .401to 407.404 pursuant to . its own bill of ladingdischarges the carrier's obligation to deliver .

407 .504 Rights acquired in the absenceof due negotiation ; effect of .: diversion ;seller 'ss stoppage of delivery . (1) A trans-feree of a document, whether negotiable or-nonnegotiable, . to whom the document has beendelivered but not duly negotiated, acquires thetitle and rights . : which his transferor had or hadactual authority to convey.

(2) In the case of a nonnegotiable document,until but not after the bailee receives notifica-tion of the transfer, the rights of the transfereemay be defeated :

(a) By those creditors of the transferor whocould treat the sale as void under s . 402 .402; or

(b) By a buyer from the transferor in ordi-nary 'course of business if the bailee has deliv-ered the goods to the buyer or received notifica-tion of his rights ; or

(c) As against the bailee by good faith deal-ings of the bailee with the transferor .

407.505 indorser not a guarantor forother parties. The indorsement of a documentof title issued by a bailee does not make theindorser liable for any default by the bailee or, byprevious indorsers,

407 .506 Delivery without indorsement:right to compel indorsement. The transfereeof a negotiable document of title has a specifi-cally enforceable right to have his transferorsupply any necessary indorsement but the trans-fer becomes a negotiation only as of the time theindorsement is supplied .

407.507 Warranties on negotiation ortransfer of receipt or bill . Where a personnegotiates or transfers a document of title forvalue otherwise than as a mere intermediaryunder s. 407 ..508, thenn unless otherwise agreedhe warrants to his immediate purchaser only inaddition to any warranty made in selling thegoods :

(1) That the document is genuine; and(2) That he has no knowledge of any fact

which would impair its validity or worth ; and(3) That his negotiation or transfer is right-

ful and fully effective with respect to the title tothe document and the goods it represents.

407 .508 Warranties of collecting bank asto documents . A collecting bank or other -intermediary known to be entrusted with docu-ments on behalf ofanother or with collection ofa draft or other claim against delivery of docu-ments warrants by such delivery of the docu-ments only its own good faith and authority . .This rule applies evenn though the intermediaryhas purchased of made advances against theclaim or draft to be collected .

407.509 Receipt or bill : when adequatecompliance with commercial contract. Thequestion whether a document is adequate to

407.502 DOCUMENTS, OF TITLE

prior negotiation constituted a breach of duty oreven though any person has been deprived ofpossession of the document by misrepresenta-tion, fraud, accident, mistake ,, duress, - loss, .. theftor conversion, or even though a previous sale orother transfer of the goods or document has beenmade to a third person .

3902

(3) A diversion or other change of shippinginstructions by the consignor, in a nonnegotiablebill of lading whichh causes the bailee not todeliver to the consignee defeats the consignee'stitle to the goods if they have been delivered to abuyer' in ordinary course of business and in anyevent defeats the consignee's rights against thebailee,

(4) Delivery pursuant to a nonnegotiabledocument may be stopped by a seller, under, s .402,705, and subject to the requirement of duenotification there provided .. A bailee honoringthe seller's instructions is entitled to be indemni-fied by the seller against any resulting loss orexpense .

3903 DOCUMENTS OF TITLE 407.603

fulfill the obligations of a contract for sale or the least double the value of the goods at the time ofconditions of a credit is governed by chs .402 and posting to indemnify any person injured by the405 .5 delivery who files a notice of claim within one

year after the deliveryWAREHOUSE RECEIPTS AND BILLSOF LADING: MISCELLANEOUS 407.602 Attachment of goods covered b y

PROVISIONS ., a negotiable document. Except where thedocument was originally issued upon delivery of

407 .601 Lost and missing documents. the goods by a person who had no power to(1) If a document has been lost, stolen or dispose of them, no lien attaches by virtue of' anydestroyed, a court may order delivery of the judicial process to goods in the possession of agoods or issuance of a substitute document and bailee for which a negotiable document of'title isthe bailee may without liability to any person outstanding unless the document be first surren-comply with such order . If the document was dered to the bailee or its negotiation enjoined,negotiable the claimant must post security ap- and the bailee shall not be compelled to deliverproved by the court to indemnify any person who the goods pursuant to process until the docu-may suffer loss as a result of nonsurrender of the merit is surrendered to him or impounded by thedocument. If the document was not negotiable, court. One who purchases the document forsuch security may be required at the discretion value withoutt notice of the process of injunctionof the court. The court may also in its discretion takes free of the lien imposed by,judicial process .order payment of the bailee's reasonable costsand counsel fees . 407 .603 Conflicting claims ; interpleader .

(2) A bailee who without court order delivers If more than one person claims title or posses-goods to a person claiming under a missing sion of the goods, the bailee is excused fromnegotiable document is liable to anyy person delivery until he has had a reasonable time toinjured thereby ; and if the delivery is not in good 'ascertain the validity of the adverse claims or tofaith becomes liable for conversion„ Delivery in bring an action to compel all claimants to inter-good faith is not conversion if made in accord- plead and may compel such inter-pleader, eitherance wither filed classification or tariff or', where in defending an action f'or, nondelivery of theno classification or tariff is filed, if the claimant goods, or by original action, whichever ispostss security with the bailee in an amount at appr'opr'iate . .