Amendment ASA1-AB481

AB481-ASA1,13,15 (i) A statement of the amount of advances made and of liabilities incurred for which the warehouse claims a lien or security interest, but if the precise amount of advances made or of liabilities incurred is, at the time of the issue of the receipt, unknown to the warehouse or to its agent that issued the receipt, a statement of the fact that advances have been made or liabilities incurred and the purpose of the advances or liabilities is sufficient.

AB481-ASA1,13,18 (3) A warehouse may insert in its receipt any terms that are not contrary to chs. 401 to 411 and do not impair its obligation of delivery under s. 407.403 or its duty of care under s. 407.204. Any contrary provisions are ineffective.

AB481-ASA1,13,23 407.203 Liability for nonreceipt or misdescription. A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that any of the following apply:

AB481-ASA1,14,4 (1) The document conspicuously indicates that the issuer does not know whether all or part of the goods in fact were received or conform to the description, such as 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, condition, and quality unknown," "said to contain," or words of similar import, if the indication is true.

AB481-ASA1,14,6 (2) The party or purchaser otherwise has notice of the nonreceipt or misdescription.

AB481-ASA1,14,12 407.204 Duty of care; contractual limitation of warehouse's liability. (1) A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. However, unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of that care.

AB481-ASA1,14,21 (2) Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable. Such a limitation is not effective with respect to the warehouse's liability for conversion to its own use. The warehouse's liability, on request of the bailor in a record at the time of signing such storage agreement or within a reasonable time after receipt of the warehouse receipt, may be increased on part or all of the goods covered by the storage agreement or the warehouse receipt. In this event, increased rates may be charged based on an increased valuation of the goods.

AB481-ASA1,14,24 (3) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement.

AB481-ASA1,15,5 407.205 Title under warehouse receipt defeated in certain cases. A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.

AB481-ASA1,15,13 407.206 Termination of storage at warehouse's option. (1) A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the document of title or, if a period is not fixed, within a stated period not less than 30 days after the warehouse gives notice. If the goods are not removed before the date specified in the notice, the warehouse may sell them pursuant to s. 407.210.

AB481-ASA1,15,19 (2) If a warehouse in good faith believes that goods are about to deteriorate or decline in value to less than the amount of its lien within the time provided in sub. (1) and s. 407.210, the warehouse may specify in the notice given under sub. (1) any reasonable shorter time for removal of the goods and, if the goods are not removed, may sell them at public sale held not less than one week after a single advertisement or posting.

AB481-ASA1,16,2 (3) If, as a result of a quality or condition of the goods of which the warehouse did not have notice at the time of deposit, the goods are a hazard to other property, the warehouse facilities, or other persons, the warehouse may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods. If the warehouse, after a reasonable effort, is unable to sell the goods, it may dispose of them in any lawful manner and does not incur liability by reason of that disposition.

AB481-ASA1,16,5 (4) A warehouse shall deliver the goods to any person entitled to them under this chapter upon due demand made at any time before sale or other disposition under this section.

AB481-ASA1,16,8 (5) A warehouse may satisfy its lien from the proceeds of any sale or disposition under this section but shall hold the balance for delivery on the demand of any person to which the warehouse would have been bound to deliver the goods.

AB481-ASA1,16,12 407.207 Goods must be kept separate; fungible goods. (1) Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled.

AB481-ASA1,16,17 (2) If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled thereto and the warehouse is severally liable to each owner for that owner's share. If, because of overissue, a mass of fungible goods is insufficient to meet all the receipts the warehouse has issued against it, the persons entitled include all holders to which overissued receipts have been duly negotiated.

AB481-ASA1,16,22 407.208 Altered warehouse receipts. If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor.

AB481-ASA1,17,14 407.209 Lien of warehouse. (1) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law. If the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited, and it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods, the warehouse also has a lien against the goods covered by the warehouse receipt or storage agreement or on the proceeds thereof in its possession for those charges and expenses, whether or not the other goods have been delivered by the warehouse. However, as against a person to which a negotiable warehouse receipt is duly negotiated, a warehouse's lien is limited to charges in an amount or at a rate specified in the warehouse receipt or, if no charges are so specified, to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt.

AB481-ASA1,17,18 (2) The warehouse may also reserve a security interest under ch. 409 against the bailor for the maximum amount specified on the receipt for charges other than those specified in sub. (1), such as for money advanced and interest. A security interest is governed by ch. 409.

AB481-ASA1,17,25 (3) A warehouse's lien for charges and expenses under sub. (1) or a security interest under sub. (2) is also effective against any person that so entrusted the bailor with possession of the goods that a pledge of them by the bailor to a good faith purchaser for value would have been valid. However, the lien or security interest is not effective against a person that before issuance of a document of title had a legal interest or a perfected security interest in the goods and that did not do any of the following:

AB481-ASA1,18,5 (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; or 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-ASA1,18,6 (b) Acquiesce in the procurement by the bailor or its nominee of any document.

AB481-ASA1,18,11 (4) A warehouse's lien on household goods for charges and expenses in relation to the goods under sub. (1) is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit. In this subsection, "household goods" means furniture, furnishings, or personal effects used by the depositor in a dwelling.

AB481-ASA1,18,13 (5) A warehouse loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.

AB481-ASA1,19,3 407.210 Enforcement of warehouse's lien. (1) Except as otherwise provided in sub. (2), a warehouse's lien 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 warehouse is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The warehouse has sold in a commercially reasonable manner if the warehouse 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-ASA1,19,6 (2) A warehouse's lien on goods, other than goods stored by a merchant in the course of its business, may be enforced only if all of the following requirements are satisfied:

AB481-ASA1,19,7 (a) All persons known to claim an interest in the goods must be notified.

AB481-ASA1,19,12 (b) The notification must include an itemized statement of the claim, a description of the goods subject to the lien, a demand for payment within a specified time not less than 10 days after receipt of the notification, and a conspicuous statement that unless the claim is paid within that time the goods will be advertised for sale and sold by auction at a specified time and place.

AB481-ASA1,19,13 (c) The sale must conform to the terms of the notification.

AB481-ASA1,19,15 (d) The sale must be held at the nearest suitable place to where the goods are held or stored.

AB481-ASA1,19,23 (e) After the expiration of the time given in the notification, an advertisement of the sale must be published once a week for 2 weeks consecutively in a newspaper of general circulation where the sale is to be held. The advertisement must include a description of the goods, the name of the person on whose account the goods are being held, and the time and place of the sale. The sale must take place at least 15 days after the first publication. If there is no newspaper of general circulation where the sale is to be held, the advertisement must be posted at least 10 days before the sale in not less than 6 conspicuous places in the neighborhood of the proposed sale.

AB481-ASA1,20,3 (3) 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 warehouse subject to the terms of the receipt and this chapter.

AB481-ASA1,20,4 (4) A warehouse may buy at any public sale held pursuant to this section.

AB481-ASA1,20,7 (5) A purchaser in good faith of goods sold to enforce a warehouse's lien takes the goods free of any rights of persons against which the lien was valid, despite the warehouse's noncompliance with this section.

AB481-ASA1,20,10 (6) A warehouse 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 warehouse would have been bound to deliver the goods.

AB481-ASA1,20,12 (7) The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

AB481-ASA1,20,14 (8) If a lien is on goods stored by a merchant in the course of its business, the lien may be enforced in accordance with sub. (1) or (2).

AB481-ASA1,20,17 (9) A warehouse 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-ASA1,20,18 Subchapter III

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.