This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Bills of lading1 and warehouse receipts,2 call for property other than money. They are accordingly not negotiable in the full sense of the word. Bills of lading are symbols of the property therein described and their transfer operates as a transfer of transferrer's interest in such property.3 Thus one who discounts a draft to which a bill of lading is attached as security, holds the property described in such bill as collateral security. The carrier is liable to the holder of the bill of lading if he delivers the goods without the bill.* The transfer of a bill of lading defeats the consignor's right of stoppage in transitu.5 The transferee of a bill of lading has a priority over an attaching creditor.6 To that extent they have a qualified or quasi negotiability. There is a wide difference, however, between such qualified negotiability and full negotiability. The transferee of such a bill of lading acquires no better interest than that of his transferrer. The carrier may show as against a bona fide holder that he did not receive the goods mentioned in the bill of lading.7 Even if by statute a carrier is liable for damages resulting to any person from issuing a bill of lading without receiving the goods, it may be shown that the bill was issued by an authorized agent to a fictitious payee, and endorsed by the agent with the payee's name.8 If a bill of lading is stolen a subsequent bona fide transferee acquires no title thereunder. Thus where the original bill was attached to a draft and sent to A for collection, and when A presented it to B for acceptance, B accepted the draft, secretly detached the original bill, substituted the duplicate received by him from the consignor, left the duplicate and accepted draft with A, and sold the original bill to X, X had no title as against A.9 Delivery to one having possession of a bill of lading not indorsed to him except by forged indorsement does not relieve the carrier.10 So if a bill of lading is obtained from the owner by fraud, a subsequent bona fide holder has no title as against the real owner.11 So where a bill of lading of goods consigned to the vendor was not endorsed, a duplicate bill having been sent to the vendee for his convenience only, and the consignor holding the original, the carrier is not protected by delivery to the vendee.12 Delivery to the consignee protects the carrier though the consignor took the bill of lading in his own name and retained it.13 The rules generally applicable to assignment of contracts and transfers of property apply to bills of lading. Accordingly if the owner invests another with all the external appearance of ownership, he is not allowed to defeat rights acquired in reliance on such external appearance. This is referable, however, to principles of estoppel and has nothing to do with negotiability. Warehouseman is liable on receipts issued by an authorized agent, in the hands of a bona fide holder, though the goods were never delivered.14 A warehouseman may redeliver the identical goods received and called for by receipt, even if of no actual value, and thus end his liability.15 A storage receipt, for pig-iron issued by a furnace company not engaged in the warehouse business was held not negotiable and delivery of the receipt did not amount to a pledge.16 Even under a statute making a warehouse receipt negotiable, the owner of property whose agent has deposited it in a warehouse, taking a receipt therefor in his own name, may recover the property as against the bona fide assignee of such agent.17 The owner of an unindorsed warehouse receipt may recover the goods from the warehouseman, though the receipt provides for the delivery of the goods on the return of the receipt properly indorsed.18 A certificate of stock possesses a qualified negotiability, in that its transfer passes the title to the stock, free from latent equities between prior vendor and vendee.19 Thus if A assigns a stock certificate in blank and delivers it to B as his agent to enable B to raise money for A, a bona fide assignee from B has priority over A.20 So the rights of a bona fide purchase of a certificate purporting to be paid up prevail over the rights of creditors of the corporation.21 So a corporation is liable on stock certificates fraudulently issued by an authorized officer, if in the hands of bona fide holders.22 It is not negotiable in the fullest meaning of the word.23 If the certificate has been lost after being indorsed in blank, without the fault of the owner;24 or if it is surrendered to the corporation for cancellation, and is fraudulently re-issued by an officer without cancellation ;25 or is surrendered to the company to secure a debt of A, the owner, is thought to be lost so that a new certificate is issued and sold to B, and A, who is an officer of the company, subsequently finds the lost certificate and pledges it for value to X ;26 or is assigned by the guardian of the minor owner27 the real owner may assert his right thereto against the holder of the stock certificate. So is the holder of a certificate not purporting on its face to be paid up, takes subject to the rights of the corporation, the corporation must issue a new certificate to the assignee.28
14 0. S. 396; 84 Am. Dec. 385; Bank v. Roessler, 186 Pa. St. 431; 40 Atl. 963.
1 National Bank v. R. R., 44 Minn. 224; 20 Am. St. Rep. 566; 9 L. R. A. 263; 46 N. W. 342, 560.
2 Anderson v. Flouring Mills, 37 Or. 483; 82 Am. St. Rep. 771; 50 L. R. A. 238; 60 Pac. 839.
3 Douglas v. Bank, 86 Ky. 176; 9 Am. St. Rep. 276; 5 S. W. 420; Midland National Bank v. R. R., 132 Mo. 492; 53 Am. St. Rep. 505; 33 S. W. 521; Emery v. Bank, 25 O. S. 360; 18 Am. Rep. 299; Neill v. Produce Co., 41 W. Va. 37; 23 S. E. 702.
4 Union Pacific R. R. v. Johnson, 45 Neb. 57; 50 Am. St. Rep. 540; 63 N. W. 144; First National Bank v. Ry., 28 Wash. 439; 68 Pac. 965.
5 Even of a duplicate bill of lading. Missouri Pacific R. R. v. Heidenheimer, 82 Tex. 195; 27 Am. St. Rep. 861; 17 S. W. 608.
6 American National Bank v. Henderson, 123 Ala. 612; 82 Am. St. Rep. 147; 26 So. 498; Shaffer v. Rhynders, 116 la. 472; 89 N. W. 1099; Ayers, etc., Co. v. Dorsey, 101 la. 141; 63 Am. St. Rep. 376; 70 N. W. 1ll; Scharff v. Meyer, 133 Mo. 428; 54 Am. St. Rep. 672; 34 S. W. 858.
7 Brown v. Coal Co., L. R. 10 C. P. 562; Friedlander v. Ry., 130 U. S. 416; National Bank v. R. R., 44 Minn. 224; 20 Am. St. Rep. 566; 9 L. R. A. 263; 46 N. W. 342, 560. Contra, on the theory of estoppel. Wichita Savings Bank v. Ry., 20 Kan. 519; Sioux City, etc., Ry. v. Bank, 10 Neb. 556; 35 Am. Rep. 488; 7 N. W. 311; Batavia Bank v. R. R., 106 N. Y. 195; 60 Am. Rep. 440; 12 N. E. 433.
8 Jasper Trust Co. v. R. R., 99 Ala. 416; 42 Am. St. Rep. 75; 14 So. 546.
9 Shaw v. R. R., 101 U. S. 557. (Even under a statue making bills of lading negotiable. See Sec. 1290.)
10 Cavallaro v. R. R„ 110 Cal. 348; 52 Am. St. Rep. 94; 42 Pac. 918.
11 Deean v. Shipper. 35 Pa. St. 239; 78 Am. Dee. 334.
12 Weyand v. Ry., 75 la. 573; 9 Am. St. Rep. 504; 1 L. R. A. 650; 39 N. W. 899.
13 Nebraska Meals Mills v. R. R.. 64 Ark. 169: 62 Am. St. Rep. 183; 41 S. W. 810.
14 Hanover National Bank v.
Tmst. 148 N. Y. 612; 51 Am. St. Rep. 721; 43 X. E. 72.
15 Dean v. Driggs. 137 N. Y. 274; 33 Am. St. Rep. 721; 19 L. R. A. 302; 33 N. E. 320.
16 Geilfuss v. Corrigan, 95 Wis. 051; 00 Am. St. Rep. 143; 37 L. R. A. 107; 70 X. W. 306.
17 Commercial Rank v. Hurt. 99 Ala. 130; 42 Am. St. Rep. 38: 19 L. R. A. 701; 12 So. 568.
18 Shingleur-Johnson Co. v. Warehouse Co., 78 Miss. 875; 84 Am. St. Rep. 655; 29 So. 770.
19 Supply Ditch Co. v. Elliot. 10 Colo. 327; 3 Am. St. Rep. 5S0; 15 Pac. 091; Campbell v. Zylonite Co.. 122 X. Y. 455; 11 1 . R. A. 590; 25
N. E. 853; First National Rank v. Holland. 99 Va. 495; 55 L. R. A. 155; 39 S. E. 126.
20 Rrittan v. Rank. 124 Cal. 282; 71 Am. St. Rep. 58; 57 Pac. 84.
21 Wallace v. Mfg. Co.. 70 Minn. 321: 68 Am. St. Rep. 530; 73 X. W. 189.
22 Cincinnati, etc.. R. R. v. Rank. 50 O. S. 351; 43 L. R. A. 777; 47 N. E. 249.
23 Moores v. Rank, 111 U. S. 156; Rangor, etc., Co. v. Robinson, 52 Fed. 520; Swim v. Wilson, 90 Cal. 120; 25 Am. St. Rep. 110; 13 L. R. A. 605; 27 Pac. 33; Rarstow v. Mining Co.. 64 Cal. 388; 49 Am. Rep. 705; 1 Pac. 349; O'Herron v. Gray.