Amendment ASA1-AB481

AB481-ASA1,20,20 Bills of lading: Special provisions

AB481-ASA1,21,7 407.301 Liability for nonreceipt or misdescription; "said to contain"; "shipper's load and count"; improper handling. (1) A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a negotiable bill has been duly negotiated, relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages caused by the misdating of the bill or the nonreceipt or misdescription of the goods, except to the extent that the document of title indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, such as in a case in which the description is in terms of marks or labels or kind, quantity, or condition or the receipt or description is qualified by "contents or condition of contents of packages unknown," "said to contain," "shipper's weight, load, and count," or words of similar import, if that indication is true.

AB481-ASA1,21,12 (2) If goods are loaded by the issuer of the bill of lading, the issuer shall count the packages of goods if shipped in packages and ascertain the kind and quantity if shipped in bulk and words such as "shipper's weight, load, and count," or words of similar import indicating that the description was made by the shipper are ineffective except as to goods concealed by packages.

AB481-ASA1,21,17 (3) If bulk goods are loaded by a shipper that makes available to the issuer of the bill of lading adequate facilities for weighing those goods, the issuer shall ascertain the kind and quantity within a reasonable time after receiving the shipper's request in a record to do so. In that case, "shipper's weight" or words of similar import are ineffective.

AB481-ASA1,21,22 (4) The issuer, by including in the bill of lading the words "shipper's weight, load, and count," or words of similar import, may indicate that the goods were loaded by the shipper, and, if that statement is true, the issuer is not liable for damages caused by the improper loading. However, omission of such words does not imply liability for damages caused by improper loading.

AB481-ASA1,22,3 (5) A shipper guarantees to the issuer the accuracy at the time of shipment of the description, marks, labels, number, kind, quantity, condition, and weight, as furnished by the shipper, and the shipper shall indemnify the issuer against damage caused by inaccuracies in those particulars. This right of the issuer to that indemnity does not limit its responsibility or liability under the contract of carriage to any person other than the shipper.

AB481-ASA1,22,12 407.302 Through bills of lading and similar documents of title. (1) The issuer of a through bill of lading or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier is liable to any person entitled to recover on the document for any breach by the other person or the performing carrier of its obligation under the document. However, to the extent that the bill covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties.

AB481-ASA1,22,19 (2) If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer. The person's obligation is discharged by delivery of the goods to another person pursuant to the document and does not include liability for breach by any other person or by the issuer.

AB481-ASA1,22,23 (3) The issuer of a through bill of lading or other document of title described in sub. (1) is entitled to recover from the performing carrier, or other person in possession of the goods when the breach of the obligation under the document occurred, all of the following:

AB481-ASA1,23,3 (a) The amount it may be required to pay to any person entitled to recover on the document for the breach, as may be evidenced by any receipt, judgment, or transcript of judgment.

AB481-ASA1,23,6 (b) The amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the document for the breach.

AB481-ASA1,23,10 407.303 Diversion; reconsignment; change of instructions. (1) Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from any of the following:

AB481-ASA1,23,11 (a) The holder of a negotiable bill.

AB481-ASA1,23,13 (b) The consignor on a nonnegotiable bill even if the consignee has given contrary instructions.

AB481-ASA1,23,16 (c) The consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor, if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electronic bill.

AB481-ASA1,23,18 (d) The consignee on a nonnegotiable bill, if the consignee is entitled as against the consignor to dispose of the goods.

AB481-ASA1,23,21 (2) Unless instructions described in sub. (1) are included in a negotiable bill of lading, a person to which the bill is duly negotiated may hold the bailee according to the original terms.

AB481-ASA1,23,24 407.304 Tangible bills of lading in a set. (1) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection.

AB481-ASA1,24,3 (2) If a tangible bill of lading is lawfully issued in a set of parts, each of which contains an identification code and is expressed to be valid only if the goods have not been delivered against any other part, the whole of the parts constitutes one bill.

AB481-ASA1,24,8 (3) If a tangible negotiable bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to which the first due negotiation is made prevails as to both the document of title and the goods even if any later holder may have received the goods from the carrier in good faith and discharged the carrier's obligation by surrendering its part.

AB481-ASA1,24,10 (4) A person that negotiates or transfers a single part of a tangible bill of lading issued in a set is liable to holders of that part as if it were the whole set.

AB481-ASA1,24,13 (5) The bailee is obliged to deliver in accordance with subch. IV against the first presented part of a tangible bill of lading lawfully issued in a set. Delivery in this manner discharges the bailee's obligation on the whole bill.

AB481-ASA1,24,17 407.305 Destination bills. (1) Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may procure the bill to be issued at destination or at any other place designated in the request.

AB481-ASA1,24,21 (2) Upon request of any person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of any outstanding bill of lading or other receipt covering the goods, the issuer, subject to s. 407.105, may procure a substitute bill to be issued at any place designated in the request.

AB481-ASA1,24,23 407.306 Altered bills of lading. An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.

AB481-ASA1,25,6 407.307 Lien of carrier. (1) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.

AB481-ASA1,25,13 (2) A lien for charges and expenses under sub. (1) on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses. Any other lien under sub. (1) is effective against the consignor and any person that permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.

AB481-ASA1,25,15 (3) A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.

AB481-ASA1,26,5 407.308 Enforcement of carrier's lien. (1) A carrier's lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a different method from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The carrier has sold goods in a commercially reasonable manner if the carrier sells the goods in the usual manner in any recognized market therefor, sells at the price current in that market at the time of the sale, or has otherwise sold in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.

AB481-ASA1,26,10 (2) Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the carrier, subject to the terms of the bill of lading and this chapter.

AB481-ASA1,26,11 (3) A carrier may buy at any public sale pursuant to this section.

AB481-ASA1,26,14 (4) A purchaser in good faith of goods sold to enforce a carrier's lien takes the goods free of any rights of persons against which the lien was valid, despite the carrier's noncompliance with this section.

AB481-ASA1,26,17 (5) A carrier may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the carrier would have been bound to deliver the goods.

AB481-ASA1,26,19 (6) The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

AB481-ASA1,26,21 (7) A carrier's lien may be enforced pursuant to either sub. (1) or the procedure set forth in s. 407.210 (2).

AB481-ASA1,26,24 (8) A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.

AB481-ASA1,27,6 407.309 Duty of care; contractual limitation of carrier's liability. (1) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation, or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.

AB481-ASA1,27,12 (2) Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier's liability may not exceed a value stated in the bill or transportation agreement if the carrier's rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier's liability for conversion to its own use.

AB481-ASA1,27,15 (3) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.

AB481-ASA1,27,16 Subchapter Iv

AB481-ASA1,27,18 warehouse receipts and bills of lading: general obligations

AB481-ASA1,27,21 407.401 Irregularities in issue of receipt or bill or conduct of issuer. The obligations imposed by this chapter on an issuer apply to a document of title even if any of the following are satisfied:

AB481-ASA1,27,23 (1) The document does not comply with the requirements of this chapter or of any other statute, rule, or regulation regarding its issue, form, or content.

AB481-ASA1,27,24 (2) The issuer violated laws regulating the conduct of its business.

AB481-ASA1,28,2 (3) The goods covered by the document were owned by the bailee when the document was issued.

AB481-ASA1,28,4 (4) The person issuing the document is not a warehouse but the document purports to be a warehouse receipt.

AB481-ASA1,28,11 407.402 Duplicate document of title; overissue. A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued pursuant to s. 407.105. The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.

AB481-ASA1,28,15 407.403 Obligation of warehouse or carrier to deliver; excuse. (1) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subs. (2) and (3), unless and to the extent that the bailee establishes any of the following:

AB481-ASA1,28,17 (a) Delivery of the goods to a person whose receipt was rightful as against the claimant.

AB481-ASA1,28,19 (b) Damage to or delay, loss, or destruction of the goods for which the bailee is not liable.

AB481-ASA1,28,21 (c) Previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse's lawful termination of storage.

AB481-ASA1,28,23 (d) The exercise by a seller of its right to stop delivery pursuant to s. 402.705 or by a lessor of its right to stop delivery pursuant to s. 411.526.

AB481-ASA1,28,24 (e) A diversion, reconsignment, or other disposition pursuant to s. 407.303.

AB481-ASA1,29,2 (f) Release, satisfaction, or any other fact affording a personal defense against the claimant.

AB481-ASA1,29,3 (g) Any other lawful excuse.

AB481-ASA1,29,6 (2) A person claiming goods covered by a document of title shall satisfy the bailee's lien if the bailee so requests or the bailee is prohibited by law from delivering the goods until the charges are paid.

AB481-ASA1,29,8 (3) Unless a person claiming the goods is one against which the document of title does not confer a right under s. 407.503 (1), all of the following apply:

AB481-ASA1,29,11 (a) The person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries.

AB481-ASA1,29,14 (b) The bailee shall cancel the document or conspicuously indicate in the document the partial delivery or be liable to any person to which the document is duly negotiated.

AB481-ASA1,29,18 407.404 No liability for good faith delivery pursuant to document of title. A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this chapter is not liable for the goods even if any of the following apply:

AB481-ASA1,29,20 (1) The person from which the bailee received the goods did not have authority to procure the document or to dispose of the goods.

AB481-ASA1,29,22 (2) The person to which the bailee delivered the goods did not have authority to receive the goods.

AB481-ASA1,29,23 Subchapter V

AB481-ASA1,29,25 warehouse receipts and bills of lading: negotiation and transfer

AB481-ASA1,30,2 407.501 Form of negotiation and requirements of due negotiation. (1) The following rules apply to a negotiable tangible document of title:

AB481-ASA1,30,6 (a) If the document's original terms run to the order of a named person, the document is negotiated by the named person's endorsement and delivery. After the named person's endorsement in blank or to bearer, any person may negotiate the document by delivery alone.

AB481-ASA1,30,8 (b) If the document's original terms run to bearer, it is negotiated by delivery alone.

AB481-ASA1,30,11 (c) If the document's original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated.

AB481-ASA1,30,13 (d) Negotiation of the document after it has been endorsed to a named person requires endorsement by the named person as well as delivery.

AB481-ASA1,30,18 (e) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.

AB481-ASA1,30,19 (2) The following rules apply to a negotiable electronic document of title:

AB481-ASA1,30,22 (a) If the document's original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Endorsement by the named person is not required to negotiate the document.

AB481-ASA1,30,25 (b) If the document's original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.

AB481-ASA1,31,5 (c) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.

AB481-ASA1,31,7 (3) Endorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee's rights.

AB481-ASA1,31,10 (4) The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.

AB481-ASA1,31,13 407.502 Rights acquired by due negotiation. (1) Subject to ss. 407.205 and 407.503, a holder to which a negotiable document of title has been duly negotiated acquires thereby all of the following:

AB481-ASA1,31,14 (a) Title to the document.

AB481-ASA1,31,15 (b) Title to the goods.

AB481-ASA1,31,17 (c) All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued.

AB481-ASA1,31,23 (d) The direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this chapter. In the case of a delivery order, the bailee's obligation accrues only upon the bailee's acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any endorser will procure the acceptance of the bailee.

AB481-ASA1,32,2 (2) Subject to s. 407.503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if any of the following apply:

AB481-ASA1,32,4 (a) The due negotiation or any prior due negotiation constituted a breach of duty.

AB481-ASA1,32,7 (b) Any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion.

AB481-ASA1,32,9 (c) A previous sale or other transfer of the goods or document has been made to a 3rd person.

AB481-ASA1,32,13 407.503 Document of title to goods defeated in certain cases. (1) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not do any of the following:

AB481-ASA1,32,18 (a) Deliver or entrust the goods or any document covering the goods to the bailor or the bailor's nominee with actual or apparent authority to ship, store, or sell; with power to obtain delivery under s. 407.403; or with power of disposition under s. 402.403, 409.320, 409.321 (3), 411.304 (2), or 411.305 (2), or other statute or rule of law.

AB481-ASA1,32,19 (b) Acquiesce in the procurement by the bailor or its nominee of any document.

AB481-ASA1,32,23 (2) Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under s. 407.504 to the same extent as the rights of the issuer or a transferee from the issuer.