AB481,11,2118 (i) "Person entitled under the document" means the holder, in the case of a
19negotiable document of title, or the person to which delivery of the goods is to be made
20by the terms of, or pursuant to instructions in a record under, a nonnegotiable
21document of title.
AB481,11,2322 (j) "Record" means information that is inscribed on a tangible medium or that
23is stored in an electronic or other medium and is retrievable in perceivable form.
AB481,11,2524 (k) "Shipper" means a person that enters into a contract of transportation with
25a carrier.
AB481,12,2
1(L) "Sign" means, with present intent to authenticate or adopt a record, any of
2the following:
AB481,12,33 1. To execute or adopt a tangible symbol.
AB481,12,54 2. To attach to or logically associate with the record an electronic sound, symbol,
5or process.
AB481,12,76 (m) "Warehouse" means a person engaged in the business of storing goods for
7hire.
AB481,12,9 8(2) Definitions in other chapters applying to this chapter and the sections in
9which they appear are:
AB481,12,1010 (a) "Contract for sale," s. 402.106.
AB481,12,1111 (b) "Lessee in ordinary course of business," s. 411.103.
AB481,12,1212 (c) "Receipt" of goods, s. 402.103.
AB481,12,14 13(3) In addition, ch. 401 contains general definitions and principles of
14construction and interpretation applicable throughout this chapter.
AB481,12,17 15407.103 Relation of chapter to treaty or statute. (1) This chapter is
16subject to any treaty or statute of the United States or a regulatory statute of this
17state to the extent the treaty, statute, or regulatory statute is applicable.
AB481,12,22 18(2) This chapter does not repeal or modify any law prescribing the form or
19contents of a document of title or the services or facilities to be afforded by a bailee,
20or otherwise regulating a bailee's businesses in respects not specifically treated in
21this chapter. However, violation of these laws does not affect the status of a document
22of title that otherwise complies with the definition of a document of title.
AB481,13,2 23(3) This chapter modifies, limits, and supersedes the federal Electronic
24Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not
25modify, limit, or supersede section 101 (c) of that act, 15 USC 7001(c), or authorize

1electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC
27003
(b).
AB481,13,4 3(4) To the extent there is a conflict between subch. II of ch. 137 and this chapter,
4this chapter governs.
AB481,13,7 5407.104 Negotiable and nonnegotiable document of title. (1) A
6document of title is negotiable if by its terms the goods are to be delivered to bearer
7or to the order of a named person.
AB481,13,11 8(2) A document of title other than one described in sub. (1) is nonnegotiable.
9A bill of lading that states that the goods are consigned to a named person is not made
10negotiable by a provision that the goods are to be delivered only against an order in
11a record signed by the same or another named person.
AB481,13,13 12(3) A document of title is nonnegotiable if, at the time it is issued, the document
13has a conspicuous legend, however expressed, that it is nonnegotiable.
AB481,13,17 14407.105 Reissuance in alternative medium. (1) Upon request of a person
15entitled under an electronic document of title, the issuer of the electronic document
16may issue a tangible document of title as a substitute for the electronic document if
17all of the following apply:
AB481,13,1918 (a) The person entitled under the electronic document surrenders control of the
19document to the issuer.
AB481,13,2120 (b) The tangible document when issued contains a statement that it is issued
21in substitution for the electronic document.
AB481,13,23 22(2) Upon issuance of a tangible document of title in substitution for an
23electronic document of title in accordance with sub. (1), all of the following apply:
AB481,13,2424 (a) The electronic document ceases to have any effect or validity.
AB481,14,4
1(b) The person that procured issuance of the tangible document warrants to all
2subsequent persons entitled under the tangible document that the warrantor was a
3person entitled under the electronic document when the warrantor surrendered
4control of the electronic document to the issuer.
AB481,14,7 5(3) Upon request of a person entitled under a tangible document of title, the
6issuer of the tangible document may issue an electronic document of title as a
7substitute for the tangible document if all of the following apply:
AB481,14,98 (a) The person entitled under the tangible document surrenders possession of
9the document to the issuer.
AB481,14,1110 (b) The electronic document when issued contains a statement that it is issued
11in substitution for the tangible document.
AB481,14,13 12(4) Upon issuance of the electronic document of title in substitution for a
13tangible document of title in accordance with sub. (3), all of the following apply:
AB481,14,1414 (a) The tangible document ceases to have any effect or validity.
AB481,14,1815 (b) The person that procured issuance of the electronic document warrants to
16all subsequent persons entitled under the electronic document that the warrantor
17was a person entitled under the tangible document when the warrantor surrendered
18possession of the tangible document to the issuer.
AB481,14,22 19407.106 Control of electronic document of title. (1) A person has control
20of an electronic document of title if a system employed for evidencing the transfer of
21interests in the electronic document reliably establishes that person as the person
22to which the electronic document was issued or transferred.
AB481,14,25 23(2) A system satisfies sub. (1), and a person is deemed to have control of an
24electronic document of title, if the document is created, stored, and assigned in such
25a manner that satisfies all of the following:
AB481,15,2
1(a) A single authoritative copy of the document exists which is unique,
2identifiable, and, except as otherwise provided in pars. (d), (e), and (f), unalterable.
AB481,15,43 (b) The authoritative copy identifies the person asserting control as one of the
4following:
AB481,15,55 1. The person to which the document was issued.
AB481,15,76 2. If the authoritative copy indicates that the document has been transferred,
7the person to which the document was most recently transferred.
AB481,15,98 (c) The authoritative copy is communicated to and maintained by the person
9asserting control or its designated custodian.
AB481,15,1110 (d) Copies or amendments that add or change an identified assignee of the
11authoritative copy can be made only with the consent of the person asserting control.
AB481,15,1312 (e) Each copy of the authoritative copy and any copy of a copy is readily
13identifiable as a copy that is not the authoritative copy.
AB481,15,1514 (f) Any amendment of the authoritative copy is readily identifiable as
15authorized or unauthorized.
AB481,15,1616 Subchapter II
AB481,15,1817 Warehouse receipts: special
18 provisions
AB481,15,20 19407.201 Person that may issue a warehouse receipt; storage under
20bond. (1)
A warehouse receipt may be issued by any warehouse.
AB481,15,25 21(2) If goods, including distilled spirits and agricultural commodities, are stored
22under a statute requiring a bond against withdrawal or a license for the issuance of
23receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed
24to be a warehouse receipt even if issued by a person that is the owner of the goods
25and is not a warehouse.
AB481,16,2
1407.202 Form of warehouse receipt. (1) A warehouse receipt need not be
2in any particular form.
AB481,16,4 3(2) Unless a warehouse receipt provides for each of the following, the
4warehouse is liable for damages caused to a person injured by its omission:
AB481,16,55 (a) The location of the warehouse facility where the goods are stored.
AB481,16,66 (b) The date of issue of the receipt.
AB481,16,77 (c) The unique identification code of the receipt.
AB481,16,98 (d) A statement whether the goods received will be delivered to the bearer, to
9a named person, or to a named person or its order.
AB481,16,1210 (e) The rate of storage and handling charges, but if goods are stored under a
11field warehousing arrangement, a statement of that fact is sufficient on a
12nonnegotiable receipt.
AB481,16,1313 (f) A description of the goods or the packages containing them.
AB481,16,1414 (g) The signature of the warehouse or its agent.
AB481,16,1615 (h) If the receipt is issued for goods that the warehouse owns, either solely,
16jointly, or in common with others, the fact of that ownership.
AB481,16,2217 (i) A statement of the amount of advances made and of liabilities incurred for
18which the warehouse claims a lien or security interest, but if the precise amount of
19advances made or of liabilities incurred is, at the time of the issue of the receipt,
20unknown to the warehouse or to its agent that issued the receipt, a statement of the
21fact that advances have been made or liabilities incurred and the purpose of the
22advances or liabilities is sufficient.
AB481,16,25 23(3) A warehouse may insert in its receipt any terms that are not contrary to chs.
24401 to 411 and do not impair its obligation of delivery under s. 407.403 or its duty of
25care under s. 407.204. Any contrary provisions are ineffective.
AB481,17,5
1407.203 Liability for nonreceipt or misdescription. A party to or
2purchaser for value in good faith of a document of title, other than a bill of lading,
3that relies upon the description of the goods in the document may recover from the
4issuer damages caused by the nonreceipt or misdescription of the goods, except to the
5extent that any of the following apply:
AB481,17,11 6(1) The document conspicuously indicates that the issuer does not know
7whether all or part of the goods in fact were received or conform to the description,
8such as a case in which the description is in terms of marks or labels or kind, quantity,
9or condition, or the receipt or description is qualified by "contents, condition, and
10quality unknown," "said to contain," or words of similar import, if the indication is
11true.
AB481,17,13 12(2) The party or purchaser otherwise has notice of the nonreceipt or
13misdescription.
AB481,17,19 14407.204 Duty of care; contractual limitation of warehouse's liability.
15(1) A warehouse is liable for damages for loss of or injury to the goods caused by its
16failure to exercise care with regard to the goods that a reasonably careful person
17would exercise under similar circumstances. However, unless otherwise agreed, the
18warehouse is not liable for damages that could not have been avoided by the exercise
19of that care.
AB481,18,3 20(2) Damages may be limited by a term in the warehouse receipt or storage
21agreement limiting the amount of liability in case of loss or damage beyond which
22the warehouse is not liable. Such a limitation is not effective with respect to the
23warehouse's liability for conversion to its own use. The warehouse's liability, on
24request of the bailor in a record at the time of signing such storage agreement or
25within a reasonable time after receipt of the warehouse receipt, may be increased on

1part or all of the goods covered by the storage agreement or the warehouse receipt.
2In this event, increased rates may be charged based on an increased valuation of the
3goods.
AB481,18,6 4(3) Reasonable provisions as to the time and manner of presenting claims and
5commencing actions based on the bailment may be included in the warehouse receipt
6or storage agreement.
AB481,18,11 7407.205 Title under warehouse receipt defeated in certain cases. A
8buyer in ordinary course of business of fungible goods sold and delivered by a
9warehouse that is also in the business of buying and selling such goods takes the
10goods free of any claim under a warehouse receipt even if the receipt is negotiable
11and has been duly negotiated.
AB481,18,19 12407.206 Termination of storage at warehouse's option. (1) A warehouse,
13by giving notice to the person on whose account the goods are held and any other
14person known to claim an interest in the goods, may require payment of any charges
15and removal of the goods from the warehouse at the termination of the period of
16storage fixed by the document of title or, if a period is not fixed, within a stated period
17not less than 30 days after the warehouse gives notice. If the goods are not removed
18before the date specified in the notice, the warehouse may sell them pursuant to s.
19407.210.
AB481,18,25 20(2) If a warehouse in good faith believes that goods are about to deteriorate or
21decline in value to less than the amount of its lien within the time provided in sub.
22(1) and s. 407.210, the warehouse may specify in the notice given under sub. (1) any
23reasonable shorter time for removal of the goods and, if the goods are not removed,
24may sell them at public sale held not less than one week after a single advertisement
25or posting.
AB481,19,7
1(3) If, as a result of a quality or condition of the goods of which the warehouse
2did not have notice at the time of deposit, the goods are a hazard to other property,
3the warehouse facilities, or other persons, the warehouse may sell the goods at public
4or private sale without advertisement or posting on reasonable notification to all
5persons known to claim an interest in the goods. If the warehouse, after a reasonable
6effort, is unable to sell the goods, it may dispose of them in any lawful manner and
7does not incur liability by reason of that disposition.
AB481,19,10 8(4) A warehouse shall deliver the goods to any person entitled to them under
9this chapter upon due demand made at any time before sale or other disposition
10under this section.
AB481,19,13 11(5) A warehouse may satisfy its lien from the proceeds of any sale or disposition
12under this section but shall hold the balance for delivery on the demand of any person
13to which the warehouse would have been bound to deliver the goods.
AB481,19,17 14407.207 Goods must be kept separate; fungible goods. (1) Unless the
15warehouse receipt provides otherwise, a warehouse shall keep separate the goods
16covered by each receipt so as to permit at all times identification and delivery of those
17goods. However, different lots of fungible goods may be commingled.
AB481,19,22 18(2) If different lots of fungible goods are commingled, the goods are owned in
19common by the persons entitled thereto and the warehouse is severally liable to each
20owner for that owner's share. If, because of overissue, a mass of fungible goods is
21insufficient to meet all the receipts the warehouse has issued against it, the persons
22entitled include all holders to which overissued receipts have been duly negotiated.
AB481,20,2 23407.208 Altered warehouse receipts. If a blank in a negotiable tangible
24warehouse receipt has been filled in without authority, a good faith purchaser for
25value and without notice of the lack of authority may treat the insertion as

1authorized. Any other unauthorized alteration leaves any tangible or electronic
2warehouse receipt enforceable against the issuer according to its original tenor.
AB481,20,19 3407.209 Lien of warehouse. (1) A warehouse has a lien against the bailor
4on the goods covered by a warehouse receipt or storage agreement or on the proceeds
5thereof in its possession for charges for storage or transportation, including
6demurrage and terminal charges, insurance, labor, or other charges, present or
7future, in relation to the goods, and for expenses necessary for preservation of the
8goods or reasonably incurred in their sale pursuant to law. If the person on whose
9account the goods are held is liable for similar charges or expenses in relation to other
10goods whenever deposited, and it is stated in the warehouse receipt or storage
11agreement that a lien is claimed for charges and expenses in relation to other goods,
12the warehouse also has a lien against the goods covered by the warehouse receipt or
13storage agreement or on the proceeds thereof in its possession for those charges and
14expenses, whether or not the other goods have been delivered by the warehouse.
15However, as against a person to which a negotiable warehouse receipt is duly
16negotiated, a warehouse's lien is limited to charges in an amount or at a rate specified
17in the warehouse receipt or, if no charges are so specified, to a reasonable charge for
18storage of the specific goods covered by the receipt subsequent to the date of the
19receipt.
AB481,20,23 20(2) The warehouse may also reserve a security interest under ch. 409 against
21the bailor for the maximum amount specified on the receipt for charges other than
22those specified in sub. (1), such as for money advanced and interest. A security
23interest is governed by ch. 409.
AB481,21,5 24(3) A warehouse's lien for charges and expenses under sub. (1) or a security
25interest under sub. (2) is also effective against any person that so entrusted the bailor

1with possession of the goods that a pledge of them by the bailor to a good faith
2purchaser for value would have been valid. However, the lien or security interest is
3not effective against a person that before issuance of a document of title had a legal
4interest or a perfected security interest in the goods and that did not do any of the
5following:
AB481,21,96 (a) Deliver or entrust the goods or any document covering the goods to the bailor
7or the bailor's nominee with actual or apparent authority to ship, store, or sell; or
8with power to obtain delivery under s. 407.403; or with power of disposition under
9s. 402.403, 409.320, 411.304 (2), or 411.305 (2), or other statute or rule of law.
AB481,21,1010 (b) Acquiesce in the procurement by the bailor or its nominee of any document.
AB481,21,15 11(4) A warehouse's lien on household goods for charges and expenses in relation
12to the goods under sub. (1) is also effective against all persons if the depositor was
13the legal possessor of the goods at the time of deposit. In this subsection, "household
14goods" means furniture, furnishings, or personal effects used by the depositor in a
15dwelling.
AB481,21,17 16(5) A warehouse loses its lien on any goods that it voluntarily delivers or
17unjustifiably refuses to deliver.
AB481,22,7 18407.210 Enforcement of warehouse's lien. (1) Except as otherwise
19provided in sub. (2), a warehouse's lien may be enforced by public or private sale of
20the goods, in bulk or in packages, at any time or place and on any terms that are
21commercially reasonable, after notifying all persons known to claim an interest in
22the goods. The notification must include a statement of the amount due, the nature
23of the proposed sale, and the time and place of any public sale. The fact that a better
24price could have been obtained by a sale at a different time or in a different method
25from that selected by the warehouse is not of itself sufficient to establish that the sale

1was not made in a commercially reasonable manner. The warehouse has sold in a
2commercially reasonable manner if the warehouse sells the goods in the usual
3manner in any recognized market therefor, sells at the price current in that market
4at the time of the sale, or has otherwise sold in conformity with commercially
5reasonable practices among dealers in the type of goods sold. A sale of more goods
6than apparently necessary to be offered to ensure satisfaction of the obligation is not
7commercially reasonable, except in cases covered by the preceding sentence.
AB481,22,10 8(2) A warehouse's lien on goods, other than goods stored by a merchant in the
9course of its business, may be enforced only if all of the following requirements are
10satisfied:
AB481,22,1111 (a) All persons known to claim an interest in the goods must be notified.
AB481,22,1612 (b) The notification must include an itemized statement of the claim, a
13description of the goods subject to the lien, a demand for payment within a specified
14time not less than 10 days after receipt of the notification, and a conspicuous
15statement that unless the claim is paid within that time the goods will be advertised
16for sale and sold by auction at a specified time and place.
AB481,22,1717 (c) The sale must conform to the terms of the notification.
AB481,22,1918 (d) The sale must be held at the nearest suitable place to where the goods are
19held or stored.
AB481,23,220 (e) After the expiration of the time given in the notification, an advertisement
21of the sale must be published once a week for 2 weeks consecutively in a newspaper
22of general circulation where the sale is to be held. The advertisement must include
23a description of the goods, the name of the person on whose account the goods are
24being held, and the time and place of the sale. The sale must take place at least 15
25days after the first publication. If there is no newspaper of general circulation where

1the sale is to be held, the advertisement must be posted at least 10 days before the
2sale in not less than 6 conspicuous places in the neighborhood of the proposed sale.
AB481,23,7 3(3) Before any sale pursuant to this section, any person claiming a right in the
4goods may pay the amount necessary to satisfy the lien and the reasonable expenses
5incurred in complying with this section. In that event, the goods may not be sold but
6must be retained by the warehouse subject to the terms of the receipt and this
7chapter.
AB481,23,8 8(4) A warehouse may buy at any public sale held pursuant to this section.
AB481,23,11 9(5) A purchaser in good faith of goods sold to enforce a warehouse's lien takes
10the goods free of any rights of persons against which the lien was valid, despite the
11warehouse's noncompliance with this section.
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