AB481-ASA1,10,1413
(b) The tangible document when issued contains a statement that it is issued
14in substitution for the electronic document.
AB481-ASA1,10,16
15(2) Upon issuance of a tangible document of title in substitution for an
16electronic document of title in accordance with sub. (1), all of the following apply:
AB481-ASA1,10,1717
(a) The electronic document ceases to have any effect or validity.
AB481-ASA1,10,2118
(b) The person that procured issuance of the tangible document warrants to all
19subsequent persons entitled under the tangible document that the warrantor was a
20person entitled under the electronic document when the warrantor surrendered
21control of the electronic document to the issuer.
AB481-ASA1,10,24
22(3) Upon request of a person entitled under a tangible document of title, the
23issuer of the tangible document may issue an electronic document of title as a
24substitute for the tangible document if all of the following apply:
AB481-ASA1,11,2
1(a) The person entitled under the tangible document surrenders possession of
2the document to the issuer.
AB481-ASA1,11,43
(b) The electronic document when issued contains a statement that it is issued
4in substitution for the tangible document.
AB481-ASA1,11,6
5(4) Upon issuance of the electronic document of title in substitution for a
6tangible document of title in accordance with sub. (3), all of the following apply:
AB481-ASA1,11,77
(a) The tangible document ceases to have any effect or validity.
AB481-ASA1,11,118
(b) The person that procured issuance of the electronic document warrants to
9all subsequent persons entitled under the electronic document that the warrantor
10was a person entitled under the tangible document when the warrantor surrendered
11possession of the tangible document to the issuer.
AB481-ASA1,11,15
12407.106 Control of electronic document of title. (1) A person has control
13of an electronic document of title if a system employed for evidencing the transfer of
14interests in the electronic document reliably establishes that person as the person
15to which the electronic document was issued or transferred.
AB481-ASA1,11,18
16(2) A system satisfies sub. (1), and a person is deemed to have control of an
17electronic document of title, if the document is created, stored, and assigned in such
18a manner that satisfies all of the following:
AB481-ASA1,11,2019
(a) A single authoritative copy of the document exists which is unique,
20identifiable, and, except as otherwise provided in pars. (d), (e), and (f), unalterable.
AB481-ASA1,11,2221
(b) The authoritative copy identifies the person asserting control as one of the
22following:
AB481-ASA1,11,2323
1. The person to which the document was issued.
AB481-ASA1,11,2524
2. If the authoritative copy indicates that the document has been transferred,
25the person to which the document was most recently transferred.
AB481-ASA1,12,2
1(c) The authoritative copy is communicated to and maintained by the person
2asserting control or its designated custodian.
AB481-ASA1,12,43
(d) Copies or amendments that add or change an identified assignee of the
4authoritative copy can be made only with the consent of the person asserting control.
AB481-ASA1,12,65
(e) Each copy of the authoritative copy and any copy of a copy is readily
6identifiable as a copy that is not the authoritative copy.
AB481-ASA1,12,87
(f) Any amendment of the authoritative copy is readily identifiable as
8authorized or unauthorized.
AB481-ASA1,12,99
Subchapter II
AB481-ASA1,12,1110
Warehouse receipts: special
11
provisions
AB481-ASA1,12,13
12407.201 Person that may issue a warehouse receipt; storage under
13bond. (1) A warehouse receipt may be issued by any warehouse.
AB481-ASA1,12,18
14(2) If goods, including distilled spirits and agricultural commodities, are stored
15under a statute requiring a bond against withdrawal or a license for the issuance of
16receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed
17to be a warehouse receipt even if issued by a person that is the owner of the goods
18and is not a warehouse.
AB481-ASA1,12,20
19407.202 Form of warehouse receipt. (1) A warehouse receipt need not be
20in any particular form.
AB481-ASA1,12,22
21(2) Unless a warehouse receipt provides for each of the following, the
22warehouse is liable for damages caused to a person injured by its omission:
AB481-ASA1,12,2323
(a) The location of the warehouse facility where the goods are stored.
AB481-ASA1,12,2424
(b) The date of issue of the receipt.
AB481-ASA1,12,2525
(c) The unique identification code of the receipt.
AB481-ASA1,13,2
1(d) A statement whether the goods received will be delivered to the bearer, to
2a named person, or to a named person or its order.
AB481-ASA1,13,53
(e) The rate of storage and handling charges, but if goods are stored under a
4field warehousing arrangement, a statement of that fact is sufficient on a
5nonnegotiable receipt.
AB481-ASA1,13,66
(f) A description of the goods or the packages containing them.
AB481-ASA1,13,77
(g) The signature of the warehouse or its agent.
AB481-ASA1,13,98
(h) If the receipt is issued for goods that the warehouse owns, either solely,
9jointly, or in common with others, the fact of that ownership.
AB481-ASA1,13,1510
(i) A statement of the amount of advances made and of liabilities incurred for
11which the warehouse claims a lien or security interest, but if the precise amount of
12advances made or of liabilities incurred is, at the time of the issue of the receipt,
13unknown to the warehouse or to its agent that issued the receipt, a statement of the
14fact that advances have been made or liabilities incurred and the purpose of the
15advances or liabilities is sufficient.
AB481-ASA1,13,18
16(3) A warehouse may insert in its receipt any terms that are not contrary to chs.
17401 to 411 and do not impair its obligation of delivery under s. 407.403 or its duty of
18care under s. 407.204. Any contrary provisions are ineffective.
AB481-ASA1,13,23
19407.203 Liability for nonreceipt or misdescription. A party to or
20purchaser for value in good faith of a document of title, other than a bill of lading,
21that relies upon the description of the goods in the document may recover from the
22issuer damages caused by the nonreceipt or misdescription of the goods, except to the
23extent that any of the following apply:
AB481-ASA1,14,4
24(1) The document conspicuously indicates that the issuer does not know
25whether all or part of the goods in fact were received or conform to the description,
1such as a case in which the description is in terms of marks or labels or kind, quantity,
2or condition, or the receipt or description is qualified by "contents, condition, and
3quality unknown," "said to contain," or words of similar import, if the indication is
4true.
AB481-ASA1,14,6
5(2) The party or purchaser otherwise has notice of the nonreceipt or
6misdescription.
AB481-ASA1,14,12
7407.204 Duty of care; contractual limitation of warehouse's liability. 8(1) A warehouse is liable for damages for loss of or injury to the goods caused by its
9failure to exercise care with regard to the goods that a reasonably careful person
10would exercise under similar circumstances. However, unless otherwise agreed, the
11warehouse is not liable for damages that could not have been avoided by the exercise
12of that care.
AB481-ASA1,14,21
13(2) Damages may be limited by a term in the warehouse receipt or storage
14agreement limiting the amount of liability in case of loss or damage beyond which
15the warehouse is not liable. Such a limitation is not effective with respect to the
16warehouse's liability for conversion to its own use. The warehouse's liability, on
17request of the bailor in a record at the time of signing such storage agreement or
18within a reasonable time after receipt of the warehouse receipt, may be increased on
19part or all of the goods covered by the storage agreement or the warehouse receipt.
20In this event, increased rates may be charged based on an increased valuation of the
21goods.
AB481-ASA1,14,24
22(3) Reasonable provisions as to the time and manner of presenting claims and
23commencing actions based on the bailment may be included in the warehouse receipt
24or storage agreement.
AB481-ASA1,15,5
1407.205 Title under warehouse receipt defeated in certain cases. A
2buyer in ordinary course of business of fungible goods sold and delivered by a
3warehouse that is also in the business of buying and selling such goods takes the
4goods free of any claim under a warehouse receipt even if the receipt is negotiable
5and has been duly negotiated.
AB481-ASA1,15,13
6407.206 Termination of storage at warehouse's option. (1) A warehouse,
7by giving notice to the person on whose account the goods are held and any other
8person known to claim an interest in the goods, may require payment of any charges
9and removal of the goods from the warehouse at the termination of the period of
10storage fixed by the document of title or, if a period is not fixed, within a stated period
11not less than 30 days after the warehouse gives notice. If the goods are not removed
12before the date specified in the notice, the warehouse may sell them pursuant to s.
13407.210.
AB481-ASA1,15,19
14(2) If a warehouse in good faith believes that goods are about to deteriorate or
15decline in value to less than the amount of its lien within the time provided in sub.
16(1) and s. 407.210, the warehouse may specify in the notice given under sub. (1) any
17reasonable shorter time for removal of the goods and, if the goods are not removed,
18may sell them at public sale held not less than one week after a single advertisement
19or posting.
AB481-ASA1,16,2
20(3) If, as a result of a quality or condition of the goods of which the warehouse
21did not have notice at the time of deposit, the goods are a hazard to other property,
22the warehouse facilities, or other persons, the warehouse may sell the goods at public
23or private sale without advertisement or posting on reasonable notification to all
24persons known to claim an interest in the goods. If the warehouse, after a reasonable
1effort, is unable to sell the goods, it may dispose of them in any lawful manner and
2does not incur liability by reason of that disposition.
AB481-ASA1,16,5
3(4) A warehouse shall deliver the goods to any person entitled to them under
4this chapter upon due demand made at any time before sale or other disposition
5under this section.
AB481-ASA1,16,8
6(5) A warehouse may satisfy its lien from the proceeds of any sale or disposition
7under this section but shall hold the balance for delivery on the demand of any person
8to which the warehouse would have been bound to deliver the goods.
AB481-ASA1,16,12
9407.207 Goods must be kept separate; fungible goods. (1) Unless the
10warehouse receipt provides otherwise, a warehouse shall keep separate the goods
11covered by each receipt so as to permit at all times identification and delivery of those
12goods. However, different lots of fungible goods may be commingled.
AB481-ASA1,16,17
13(2) If different lots of fungible goods are commingled, the goods are owned in
14common by the persons entitled thereto and the warehouse is severally liable to each
15owner for that owner's share. If, because of overissue, a mass of fungible goods is
16insufficient to meet all the receipts the warehouse has issued against it, the persons
17entitled include all holders to which overissued receipts have been duly negotiated.
AB481-ASA1,16,22
18407.208 Altered warehouse receipts. If a blank in a negotiable tangible
19warehouse receipt has been filled in without authority, a good faith purchaser for
20value and without notice of the lack of authority may treat the insertion as
21authorized. Any other unauthorized alteration leaves any tangible or electronic
22warehouse receipt enforceable against the issuer according to its original tenor.
AB481-ASA1,17,14
23407.209 Lien of warehouse. (1) A warehouse has a lien against the bailor
24on the goods covered by a warehouse receipt or storage agreement or on the proceeds
25thereof in its possession for charges for storage or transportation, including
1demurrage and terminal charges, insurance, labor, or other charges, present or
2future, in relation to the goods, and for expenses necessary for preservation of the
3goods or reasonably incurred in their sale pursuant to law. If the person on whose
4account the goods are held is liable for similar charges or expenses in relation to other
5goods whenever deposited, and it is stated in the warehouse receipt or storage
6agreement that a lien is claimed for charges and expenses in relation to other goods,
7the warehouse also has a lien against the goods covered by the warehouse receipt or
8storage agreement or on the proceeds thereof in its possession for those charges and
9expenses, whether or not the other goods have been delivered by the warehouse.
10However, as against a person to which a negotiable warehouse receipt is duly
11negotiated, a warehouse's lien is limited to charges in an amount or at a rate specified
12in the warehouse receipt or, if no charges are so specified, to a reasonable charge for
13storage of the specific goods covered by the receipt subsequent to the date of the
14receipt.
AB481-ASA1,17,18
15(2) The warehouse may also reserve a security interest under ch. 409 against
16the bailor for the maximum amount specified on the receipt for charges other than
17those specified in sub. (1), such as for money advanced and interest. A security
18interest is governed by ch. 409.
AB481-ASA1,17,25
19(3) A warehouse's lien for charges and expenses under sub. (1) or a security
20interest under sub. (2) is also effective against any person that so entrusted the bailor
21with possession of the goods that a pledge of them by the bailor to a good faith
22purchaser for value would have been valid. However, the lien or security interest is
23not effective against a person that before issuance of a document of title had a legal
24interest or a perfected security interest in the goods and that did not do any of the
25following:
AB481-ASA1,18,5
1(a) Deliver or entrust the goods or any document covering the goods to the bailor
2or the bailor's nominee with actual or apparent authority to ship, store, or sell; or
3with power to obtain delivery under s. 407.403; or with power of disposition under
4s. 402.403, 409.320, 409.321 (3), 411.304 (2), or 411.305 (2), or other statute or rule
5of law.
AB481-ASA1,18,66
(b) Acquiesce in the procurement by the bailor or its nominee of any document.
AB481-ASA1,18,11
7(4) A warehouse's lien on household goods for charges and expenses in relation
8to the goods under sub. (1) is also effective against all persons if the depositor was
9the legal possessor of the goods at the time of deposit. In this subsection, "household
10goods" means furniture, furnishings, or personal effects used by the depositor in a
11dwelling.
AB481-ASA1,18,13
12(5) A warehouse loses its lien on any goods that it voluntarily delivers or
13unjustifiably refuses to deliver.
AB481-ASA1,19,3
14407.210 Enforcement of warehouse's lien. (1) Except as otherwise
15provided in sub. (2), a warehouse's lien may be enforced by public or private sale of
16the goods, in bulk or in packages, at any time or place and on any terms that are
17commercially reasonable, after notifying all persons known to claim an interest in
18the goods. The notification must include a statement of the amount due, the nature
19of the proposed sale, and the time and place of any public sale. The fact that a better
20price could have been obtained by a sale at a different time or in a different method
21from that selected by the warehouse is not of itself sufficient to establish that the sale
22was not made in a commercially reasonable manner. The warehouse has sold in a
23commercially reasonable manner if the warehouse sells the goods in the usual
24manner in any recognized market therefor, sells at the price current in that market
25at the time of the sale, or has otherwise sold in conformity with commercially
1reasonable practices among dealers in the type of goods sold. A sale of more goods
2than apparently necessary to be offered to ensure satisfaction of the obligation is not
3commercially reasonable, except in cases covered by the preceding sentence.
AB481-ASA1,19,6
4(2) A warehouse's lien on goods, other than goods stored by a merchant in the
5course of its business, may be enforced only if all of the following requirements are
6satisfied:
AB481-ASA1,19,77
(a) All persons known to claim an interest in the goods must be notified.
AB481-ASA1,19,128
(b) The notification must include an itemized statement of the claim, a
9description of the goods subject to the lien, a demand for payment within a specified
10time not less than 10 days after receipt of the notification, and a conspicuous
11statement that unless the claim is paid within that time the goods will be advertised
12for sale and sold by auction at a specified time and place.
AB481-ASA1,19,1313
(c) The sale must conform to the terms of the notification.
AB481-ASA1,19,1514
(d) The sale must be held at the nearest suitable place to where the goods are
15held or stored.
AB481-ASA1,19,2316
(e) After the expiration of the time given in the notification, an advertisement
17of the sale must be published once a week for 2 weeks consecutively in a newspaper
18of general circulation where the sale is to be held. The advertisement must include
19a description of the goods, the name of the person on whose account the goods are
20being held, and the time and place of the sale. The sale must take place at least 15
21days after the first publication. If there is no newspaper of general circulation where
22the sale is to be held, the advertisement must be posted at least 10 days before the
23sale in not less than 6 conspicuous places in the neighborhood of the proposed sale.
AB481-ASA1,20,3
24(3) Before any sale pursuant to this section, any person claiming a right in the
25goods may pay the amount necessary to satisfy the lien and the reasonable expenses
1incurred in complying with this section. In that event, the goods may not be sold but
2must be retained by the warehouse subject to the terms of the receipt and this
3chapter.
AB481-ASA1,20,4
4(4) A warehouse may buy at any public sale held pursuant to this section.
AB481-ASA1,20,7
5(5) A purchaser in good faith of goods sold to enforce a warehouse's lien takes
6the goods free of any rights of persons against which the lien was valid, despite the
7warehouse's noncompliance with this section.
AB481-ASA1,20,10
8(6) A warehouse may satisfy its lien from the proceeds of any sale pursuant to
9this section but shall hold the balance, if any, for delivery on demand to any person
10to which the warehouse would have been bound to deliver the goods.
AB481-ASA1,20,12
11(7) The rights provided by this section are in addition to all other rights allowed
12by law to a creditor against a debtor.
AB481-ASA1,20,14
13(8) If a lien is on goods stored by a merchant in the course of its business, the
14lien may be enforced in accordance with sub. (1) or (2).
AB481-ASA1,20,17
15(9) A warehouse is liable for damages caused by failure to comply with the
16requirements for sale under this section and, in case of willful violation, is liable for
17conversion.
AB481-ASA1,20,1818
Subchapter III
AB481-ASA1,20,2019
Bills of lading: Special
20
provisions
AB481-ASA1,21,7
21407.301 Liability for nonreceipt or misdescription; "said to contain";
22"shipper's load and count"; improper handling. (1) A consignee of a
23nonnegotiable bill of lading which has given value in good faith, or a holder to which
24a negotiable bill has been duly negotiated, relying upon the description of the goods
25in the bill or upon the date shown in the bill, may recover from the issuer damages
1caused by the misdating of the bill or the nonreceipt or misdescription of the goods,
2except to the extent that the document of title indicates that the issuer does not know
3whether any part or all of the goods in fact were received or conform to the
4description, such as in a case in which the description is in terms of marks or labels
5or kind, quantity, or condition or the receipt or description is qualified by "contents
6or condition of contents of packages unknown," "said to contain," "shipper's weight,
7load, and count," or words of similar import, if that indication is true.
AB481-ASA1,21,12
8(2) If goods are loaded by the issuer of the bill of lading, the issuer shall count
9the packages of goods if shipped in packages and ascertain the kind and quantity if
10shipped in bulk and words such as "shipper's weight, load, and count," or words of
11similar import indicating that the description was made by the shipper are
12ineffective except as to goods concealed by packages.
AB481-ASA1,21,17
13(3) If bulk goods are loaded by a shipper that makes available to the issuer of
14the bill of lading adequate facilities for weighing those goods, the issuer shall
15ascertain the kind and quantity within a reasonable time after receiving the
16shipper's request in a record to do so. In that case, "shipper's weight" or words of
17similar import are ineffective.
AB481-ASA1,21,22
18(4) The issuer, by including in the bill of lading the words "shipper's weight,
19load, and count," or words of similar import, may indicate that the goods were loaded
20by the shipper, and, if that statement is true, the issuer is not liable for damages
21caused by the improper loading. However, omission of such words does not imply
22liability for damages caused by improper loading.
AB481-ASA1,22,3
23(5) A shipper guarantees to the issuer the accuracy at the time of shipment of
24the description, marks, labels, number, kind, quantity, condition, and weight, as
25furnished by the shipper, and the shipper shall indemnify the issuer against damage
1caused by inaccuracies in those particulars. This right of the issuer to that indemnity
2does not limit its responsibility or liability under the contract of carriage to any
3person other than the shipper.
AB481-ASA1,22,12
4407.302 Through bills of lading and similar documents of title. (1) The
5issuer of a through bill of lading or other document of title embodying an undertaking
6to be performed in part by a person acting as its agent or by a performing carrier is
7liable to any person entitled to recover on the document for any breach by the other
8person or the performing carrier of its obligation under the document. However, to
9the extent that the bill covers an undertaking to be performed overseas or in territory
10not contiguous to the continental United States or an undertaking including matters
11other than transportation, this liability for breach by the other person or the
12performing carrier may be varied by agreement of the parties.
AB481-ASA1,22,19
13(2) If goods covered by a through bill of lading or other document of title
14embodying an undertaking to be performed in part by a person other than the issuer
15are received by that person, the person is subject, with respect to its own performance
16while the goods are in its possession, to the obligation of the issuer. The person's
17obligation is discharged by delivery of the goods to another person pursuant to the
18document and does not include liability for breach by any other person or by the
19issuer.
AB481-ASA1,22,23
20(3) The issuer of a through bill of lading or other document of title described
21in sub. (1) is entitled to recover from the performing carrier, or other person in
22possession of the goods when the breach of the obligation under the document
23occurred, all of the following:
AB481-ASA1,23,3
1(a) The amount it may be required to pay to any person entitled to recover on
2the document for the breach, as may be evidenced by any receipt, judgment, or
3transcript of judgment.
AB481-ASA1,23,64
(b) The amount of any expense reasonably incurred by the issuer in defending
5any action commenced by any person entitled to recover on the document for the
6breach.
AB481-ASA1,23,10
7407.303 Diversion; reconsignment; change of instructions. (1) Unless
8the bill of lading otherwise provides, a carrier may deliver the goods to a person or
9destination other than that stated in the bill or may otherwise dispose of the goods,
10without liability for misdelivery, on instructions from any of the following:
AB481-ASA1,23,1111
(a) The holder of a negotiable bill.
AB481-ASA1,23,1312
(b) The consignor on a nonnegotiable bill even if the consignee has given
13contrary instructions.
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.