AB481-ASA1,23,1614
(c) The consignee on a nonnegotiable bill in the absence of contrary instructions
15from the consignor, if the goods have arrived at the billed destination or if the
16consignee is in possession of the tangible bill or in control of the electronic bill.
AB481-ASA1,23,1817
(d) The consignee on a nonnegotiable bill, if the consignee is entitled as against
18the consignor to dispose of the goods.
AB481-ASA1,23,21
19(2) Unless instructions described in sub. (1) are included in a negotiable bill of
20lading, a person to which the bill is duly negotiated may hold the bailee according to
21the original terms.
AB481-ASA1,23,24
22407.304 Tangible bills of lading in a set. (1) Except as customary in
23international transportation, a tangible bill of lading may not be issued in a set of
24parts. The issuer is liable for damages caused by violation of this subsection.
AB481-ASA1,24,3
1(2) If a tangible bill of lading is lawfully issued in a set of parts, each of which
2contains an identification code and is expressed to be valid only if the goods have not
3been delivered against any other part, the whole of the parts constitutes one bill.
AB481-ASA1,24,8
4(3) If a tangible negotiable bill of lading is lawfully issued in a set of parts and
5different parts are negotiated to different persons, the title of the holder to which the
6first due negotiation is made prevails as to both the document of title and the goods
7even if any later holder may have received the goods from the carrier in good faith
8and discharged the carrier's obligation by surrendering its part.
AB481-ASA1,24,10
9(4) A person that negotiates or transfers a single part of a tangible bill of lading
10issued in a set is liable to holders of that part as if it were the whole set.
AB481-ASA1,24,13
11(5) The bailee is obliged to deliver in accordance with subch. IV against the first
12presented part of a tangible bill of lading lawfully issued in a set. Delivery in this
13manner discharges the bailee's obligation on the whole bill.
AB481-ASA1,24,17
14407.305 Destination bills. (1) Instead of issuing a bill of lading to the
15consignor at the place of shipment, a carrier, at the request of the consignor, may
16procure the bill to be issued at destination or at any other place designated in the
17request.
AB481-ASA1,24,21
18(2) Upon request of any person entitled as against a carrier to control the goods
19while in transit and on surrender of possession or control of any outstanding bill of
20lading or other receipt covering the goods, the issuer, subject to s. 407.105, may
21procure a substitute bill to be issued at any place designated in the request.
AB481-ASA1,24,23
22407.306 Altered bills of lading. An unauthorized alteration or filling in of
23a blank in a bill of lading leaves the bill enforceable according to its original tenor.
AB481-ASA1,25,6
24407.307 Lien of carrier. (1) A carrier has a lien on the goods covered by a
25bill of lading or on the proceeds thereof in its possession for charges after the date
1of the carrier's receipt of the goods for storage or transportation, including
2demurrage and terminal charges, and for expenses necessary for preservation of the
3goods incident to their transportation or reasonably incurred in their sale pursuant
4to law. However, against a purchaser for value of a negotiable bill of lading, a
5carrier's lien is limited to charges stated in the bill or the applicable tariffs or, if no
6charges are stated, a reasonable charge.
AB481-ASA1,25,13
7(2) A lien for charges and expenses under sub. (1) on goods that the carrier was
8required by law to receive for transportation is effective against the consignor or any
9person entitled to the goods unless the carrier had notice that the consignor lacked
10authority to subject the goods to those charges and expenses. Any other lien under
11sub. (1) is effective against the consignor and any person that permitted the bailor
12to have control or possession of the goods unless the carrier had notice that the bailor
13lacked authority.
AB481-ASA1,25,15
14(3) A carrier loses its lien on any goods that it voluntarily delivers or
15unjustifiably refuses to deliver.
AB481-ASA1,26,5
16407.308 Enforcement of carrier's lien.
(1) A carrier's lien on goods may
17be enforced by public or private sale of the goods, in bulk or in packages, at any time
18or place and on any terms that are commercially reasonable, after notifying all
19persons known to claim an interest in the goods. The notification must include a
20statement of the amount due, the nature of the proposed sale, and the time and place
21of any public sale. The fact that a better price could have been obtained by a sale at
22a different time or in a different method from that selected by the carrier is not of
23itself sufficient to establish that the sale was not made in a commercially reasonable
24manner. The carrier has sold goods in a commercially reasonable manner if the
25carrier sells the goods in the usual manner in any recognized market therefor, sells
1at the price current in that market at the time of the sale, or has otherwise sold in
2conformity with commercially reasonable practices among dealers in the type of
3goods sold. A sale of more goods than apparently necessary to be offered to ensure
4satisfaction of the obligation is not commercially reasonable, except in cases covered
5by the preceding sentence.
AB481-ASA1,26,10
6(2) Before any sale pursuant to this section, any person claiming a right in the
7goods may pay the amount necessary to satisfy the lien and the reasonable expenses
8incurred in complying with this section. In that event, the goods may not be sold but
9must be retained by the carrier, subject to the terms of the bill of lading and this
10chapter.
AB481-ASA1,26,11
11(3) A carrier may buy at any public sale pursuant to this section.
AB481-ASA1,26,14
12(4) A purchaser in good faith of goods sold to enforce a carrier's lien takes the
13goods free of any rights of persons against which the lien was valid, despite the
14carrier's noncompliance with this section.
AB481-ASA1,26,17
15(5) A carrier may satisfy its lien from the proceeds of any sale pursuant to this
16section but shall hold the balance, if any, for delivery on demand to any person to
17which the carrier would have been bound to deliver the goods.
AB481-ASA1,26,19
18(6) The rights provided by this section are in addition to all other rights allowed
19by law to a creditor against a debtor.
AB481-ASA1,26,21
20(7) A carrier's lien may be enforced pursuant to either sub. (1) or the procedure
21set forth in s. 407.210 (2).
AB481-ASA1,26,24
22(8) A carrier is liable for damages caused by failure to comply with the
23requirements for sale under this section and, in case of willful violation, is liable for
24conversion.
AB481-ASA1,27,6
1407.309 Duty of care; contractual limitation of carrier's liability. (1) 2A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall
3exercise the degree of care in relation to the goods which a reasonably careful person
4would exercise under similar circumstances. This subsection does not affect any
5statute, regulation, or rule of law that imposes liability upon a common carrier for
6damages not caused by its negligence.
AB481-ASA1,27,12
7(2) Damages may be limited by a term in the bill of lading or in a transportation
8agreement that the carrier's liability may not exceed a value stated in the bill or
9transportation agreement if the carrier's rates are dependent upon value and the
10consignor is afforded an opportunity to declare a higher value and the consignor is
11advised of the opportunity. However, such a limitation is not effective with respect
12to the carrier's liability for conversion to its own use.
AB481-ASA1,27,15
13(3) Reasonable provisions as to the time and manner of presenting claims and
14commencing actions based on the shipment may be included in a bill of lading or a
15transportation agreement.
AB481-ASA1,27,1616
Subchapter Iv
AB481-ASA1,27,1817
warehouse receipts and bills of
18
lading: general obligations
AB481-ASA1,27,21
19407.401 Irregularities in issue of receipt or bill or conduct of issuer. 20The obligations imposed by this chapter on an issuer apply to a document of title even
21if any of the following are satisfied:
AB481-ASA1,27,23
22(1) The document does not comply with the requirements of this chapter or of
23any other statute, rule, or regulation regarding its issue, form, or content.
AB481-ASA1,27,24
24(2) The issuer violated laws regulating the conduct of its business.
AB481-ASA1,28,2
1(3) The goods covered by the document were owned by the bailee when the
2document was issued.
AB481-ASA1,28,4
3(4) The person issuing the document is not a warehouse but the document
4purports to be a warehouse receipt.
AB481-ASA1,28,11
5407.402 Duplicate document of title; overissue. A duplicate or any other
6document of title purporting to cover goods already represented by an outstanding
7document of the same issuer does not confer any right in the goods, except as
8provided in the case of tangible bills of lading in a set of parts, overissue of documents
9for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute
10documents issued pursuant to s. 407.105. The issuer is liable for damages caused by
11its overissue or failure to identify a duplicate document by a conspicuous notation.
AB481-ASA1,28,15
12407.403 Obligation of warehouse or carrier to deliver; excuse. (1) A
13bailee shall deliver the goods to a person entitled under a document of title if the
14person complies with subs. (2) and (3), unless and to the extent that the bailee
15establishes any of the following:
AB481-ASA1,28,1716
(a) Delivery of the goods to a person whose receipt was rightful as against the
17claimant.
AB481-ASA1,28,1918
(b) Damage to or delay, loss, or destruction of the goods for which the bailee is
19not liable.
AB481-ASA1,28,2120
(c) Previous sale or other disposition of the goods in lawful enforcement of a lien
21or on a warehouse's lawful termination of storage.
AB481-ASA1,28,2322
(d) The exercise by a seller of its right to stop delivery pursuant to s. 402.705
23or by a lessor of its right to stop delivery pursuant to s. 411.526.
AB481-ASA1,28,2424
(e) A diversion, reconsignment, or other disposition pursuant to s. 407.303.
AB481-ASA1,29,2
1(f) Release, satisfaction, or any other fact affording a personal defense against
2the claimant.
AB481-ASA1,29,33
(g) Any other lawful excuse.
AB481-ASA1,29,6
4(2) A person claiming goods covered by a document of title shall satisfy the
5bailee's lien if the bailee so requests or the bailee is prohibited by law from delivering
6the goods until the charges are paid.
AB481-ASA1,29,8
7(3) Unless a person claiming the goods is one against which the document of
8title does not confer a right under s. 407.503 (1), all of the following apply:
AB481-ASA1,29,119
(a) The person claiming under a document shall surrender possession or control
10of any outstanding negotiable document covering the goods for cancellation or
11indication of partial deliveries.
AB481-ASA1,29,1412
(b) The bailee shall cancel the document or conspicuously indicate in the
13document the partial delivery or be liable to any person to which the document is duly
14negotiated.
AB481-ASA1,29,18
15407.404 No liability for good faith delivery pursuant to document of
16title. A bailee that in good faith has received goods and delivered or otherwise
17disposed of the goods according to the terms of a document of title or pursuant to this
18chapter is not liable for the goods even if any of the following apply:
AB481-ASA1,29,20
19(1) The person from which the bailee received the goods did not have authority
20to procure the document or to dispose of the goods.
AB481-ASA1,29,22
21(2) The person to which the bailee delivered the goods did not have authority
22to receive the goods.
AB481-ASA1,29,2524
warehouse receipts and bills of
25
lading: negotiation and transfer
AB481-ASA1,30,2
1407.501 Form of negotiation and requirements of due negotiation. (1) 2The following rules apply to a negotiable tangible document of title:
AB481-ASA1,30,63
(a) If the document's original terms run to the order of a named person, the
4document is negotiated by the named person's endorsement and delivery. After the
5named person's endorsement in blank or to bearer, any person may negotiate the
6document by delivery alone.
AB481-ASA1,30,87
(b) If the document's original terms run to bearer, it is negotiated by delivery
8alone.
AB481-ASA1,30,119
(c) If the document's original terms run to the order of a named person and it
10is delivered to the named person, the effect is the same as if the document had been
11negotiated.
AB481-ASA1,30,1312
(d) Negotiation of the document after it has been endorsed to a named person
13requires endorsement by the named person as well as delivery.
AB481-ASA1,30,1814
(e) A document is duly negotiated if it is negotiated in the manner stated in this
15subsection to a holder that purchases it in good faith, without notice of any defense
16against or claim to it on the part of any person, and for value, unless it is established
17that the negotiation is not in the regular course of business or financing or involves
18receiving the document in settlement or payment of a monetary obligation.
AB481-ASA1,30,19
19(2) The following rules apply to a negotiable electronic document of title:
AB481-ASA1,30,2220
(a) If the document's original terms run to the order of a named person or to
21bearer, the document is negotiated by delivery of the document to another person.
22Endorsement by the named person is not required to negotiate the document.
AB481-ASA1,30,2523
(b) If the document's original terms run to the order of a named person and the
24named person has control of the document, the effect is the same as if the document
25had been negotiated.
AB481-ASA1,31,5
1(c) A document is duly negotiated if it is negotiated in the manner stated in this
2subsection to a holder that purchases it in good faith, without notice of any defense
3against or claim to it on the part of any person, and for value, unless it is established
4that the negotiation is not in the regular course of business or financing or involves
5taking delivery of the document in settlement or payment of a monetary obligation.
AB481-ASA1,31,7
6(3) Endorsement of a nonnegotiable document of title neither makes it
7negotiable nor adds to the transferee's rights.
AB481-ASA1,31,10
8(4) The naming in a negotiable bill of lading of a person to be notified of the
9arrival of the goods does not limit the negotiability of the bill or constitute notice to
10a purchaser of the bill of any interest of that person in the goods.
AB481-ASA1,31,13
11407.502 Rights acquired by due negotiation. (1) Subject to ss. 407.205
12and 407.503, a holder to which a negotiable document of title has been duly
13negotiated acquires thereby all of the following:
AB481-ASA1,31,1414
(a) Title to the document.
AB481-ASA1,31,1515
(b) Title to the goods.
AB481-ASA1,31,1716
(c) All rights accruing under the law of agency or estoppel, including rights to
17goods delivered to the bailee after the document was issued.
AB481-ASA1,31,2318
(d) The direct obligation of the issuer to hold or deliver the goods according to
19the terms of the document free of any defense or claim by the issuer except those
20arising under the terms of the document or under this chapter. In the case of a
21delivery order, the bailee's obligation accrues only upon the bailee's acceptance of the
22delivery order and the obligation acquired by the holder is that the issuer and any
23endorser will procure the acceptance of the bailee.
AB481-ASA1,32,2
24(2) Subject to s. 407.503, title and rights acquired by due negotiation are not
25defeated by any stoppage of the goods represented by the document of title or by
1surrender of the goods by the bailee and are not impaired even if any of the following
2apply:
AB481-ASA1,32,43
(a) The due negotiation or any prior due negotiation constituted a breach of
4duty.
AB481-ASA1,32,75
(b) Any person has been deprived of possession of a negotiable tangible
6document or control of a negotiable electronic document by misrepresentation, fraud,
7accident, mistake, duress, loss, theft, or conversion.
AB481-ASA1,32,98
(c) A previous sale or other transfer of the goods or document has been made
9to a 3rd person.
AB481-ASA1,32,13
10407.503 Document of title to goods defeated in certain cases. (1) A
11document of title confers no right in goods against a person that before issuance of
12the document had a legal interest or a perfected security interest in the goods and
13that did not do any of the following:
AB481-ASA1,32,1814
(a) Deliver or entrust the goods or any document covering the goods to the bailor
15or the bailor's nominee with actual or apparent authority to ship, store, or sell; with
16power to obtain delivery under s. 407.403; or with power of disposition under s.
17402.403, 409.320, 409.321 (3), 411.304 (2), or 411.305 (2), or other statute or rule of
18law.
AB481-ASA1,32,1919
(b) Acquiesce in the procurement by the bailor or its nominee of any document.
AB481-ASA1,32,23
20(2) Title to goods based upon an unaccepted delivery order is subject to the
21rights of any person to which a negotiable warehouse receipt or bill of lading covering
22the goods has been duly negotiated. That title may be defeated under s. 407.504 to
23the same extent as the rights of the issuer or a transferee from the issuer.
AB481-ASA1,33,2
24(3) Title to goods based upon a bill of lading issued to a freight forwarder is
25subject to the rights of any person to which a bill issued by the freight forwarder is
1duly negotiated. However, delivery by the carrier in accordance with subch. IV
2pursuant to its own bill of lading discharges the carrier's obligation to deliver.
AB481-ASA1,33,7
3407.504 Rights acquired in absence of due negotiation; effect of
4diversion; stoppage of delivery. (1) A transferee of a document of title, whether
5negotiable or nonnegotiable, to which the document has been delivered but not duly
6negotiated, acquires the title and rights that its transferor had or had actual
7authority to convey.
AB481-ASA1,33,10
8(2) In the case of a nonnegotiable document of title, until but not after the bailee
9receives notice of the transfer, the rights of the transferee may be defeated by any of
10the following:
AB481-ASA1,33,1211
(a) Those creditors of the transferor that could treat the transfer as void under
12s. 402.402 or 411.308.
AB481-ASA1,33,1413
(b) A buyer from the transferor in ordinary course of business if the bailee has
14delivered the goods to the buyer or received notification of the buyer's rights.
AB481-ASA1,33,1615
(c) A lessee from the transferor in ordinary course of business if the bailee has
16delivered the goods to the lessee or received notification of the lessee's rights.
AB481-ASA1,33,1717
(d) As against the bailee, by good faith dealings of the bailee with the transferor.
AB481-ASA1,33,22
18(3) A diversion or other change of shipping instructions by the consignor in a
19nonnegotiable bill of lading which causes the bailee not to deliver the goods to the
20consignee defeats the consignee's title to the goods if the goods have been delivered
21to a buyer in ordinary course of business or a lessee in ordinary course of business
22and in any event defeats the consignee's rights against the bailee.
AB481-ASA1,34,2
23(4) Delivery of the goods pursuant to a nonnegotiable document of title may be
24stopped by a seller under s. 402.705 or a lessor under s. 411.526, subject to the
25requirements of due notification in those sections. A bailee honoring the seller's or
1lessor's instructions is entitled to be indemnified by the seller or lessor against any
2resulting loss or expense.
AB481-ASA1,34,5
3407.505 Endorser not guarantor for other parties. The endorsement of
4a tangible document of title issued by a bailee does not make the endorser liable for
5any default by the bailee or previous endorsers.
AB481-ASA1,34,9
6407.506 Delivery without endorsement; right to compel endorsement. 7The transferee of a negotiable tangible document of title has a specifically
8enforceable right to have its transferor supply any necessary endorsement, but the
9transfer becomes a negotiation only as of the time the endorsement is supplied.
AB481-ASA1,34,14
10407.507 Warranties on negotiation or delivery of document of title. If
11a person negotiates or delivers a document of title for value, otherwise than as a mere
12intermediary under s. 407.508, unless otherwise agreed, the transferor warrants to
13its immediate purchaser only in addition to any warranty made in selling or leasing
14the goods that all of the following apply:
AB481-ASA1,34,15
15(1) The document is genuine.
AB481-ASA1,34,17
16(2) The transferor does not have knowledge of any fact that would impair the
17document's validity or worth.