Draft Uniform Documents of Title Act 1995

PART 3 - WAREHOUSE RECEIPTS AND BILLS OF LADING:

GENERAL OBLIGATIONS

Duplicate warehouse receipt or bill; overissue

14(1)    Neither a duplicate warehouse receipt, a duplicate bill of lading nor any other document of title purporting to cover goods already represented by an outstanding document of the same issuer, confers any right in the goods, except as provided in the case of bills in a set, overissue of documents for fungible goods and substitutes for lost, stolen or destroyed documents.

(2)    An issuer of a duplicate document is liable for damages caused by the issuer's overissue or failure to identify the duplicate document as a duplicate by a conspicuous notation on the face of the document.

Legislation
UCC 7-402; UWRA (Can.), s.4.

Comment

1.    This provision continues the policy found in section 4 of the UWRA (Can.) and extends its application to bills of lading. A duplicate which is not properly identified as such is treated like any other overissue of documents: a purchaser of the

document acquires no title but only a cause of action for damages against the person who made the deception possible. If the document conspicuously indicates that it is a duplicate, it follows that no deception is possible, and the bailee is not liable for preparing it.

2.    The provision does not apply to a case where two valid documents of different issuers are outstanding for the same goods at the same time. The Official Comment to UCC 7402 gives the example of freight forwarders who issue bills of lading to their customers for small shipments to be combined into carload shipments for which the railroad will issue a bill of lading to the forwarder. Similarly, a warehouse receipt may be outstanding and the holder of the receipt may issue delivery orders against the same goods. In these cases, a dealing with the subsequently issued document may be effective to transfer title, and a further provision of the Uniform Documents of Title Act provides for rules governing conflict between such valid documents. See section 19.

Obligation of warehouseman or carrier to deliver; excuse

15
(1)    In this section "person entitled under the document" means the holder in the case of a negotiable document, or the person to whom delivery is to be made by theor pursuant to written instructions under a non-negotiable document.

(2)    The bailee of goods must deliver the goods to a person entitled under the document who complies with subsections (3) and (4), unless the bailee establishes any of the following:

(a)    delivery of the goods to a person whose receipt was rightful as against the claimant;

(b)    damage to or delay, loss or destruction of the goods for which the bailee is not liable;

(c)    previous sale or other disposition of the goods in lawful enforcement of a lien or on warehouseman's lawful termination of storage;

(d)    the exercise by a seller of the seller's right to stop delivery;

(e)    a diversion, reconsignment or other disposition pursuant to the provisions of this Act;

(f)    release, satisfaction or any other fact affording a personal defence against the claimant; or

(g)    any other lawful excuse.

(3)    Any person claiming goods covered by a document of title, at the request of the bailee, shall satisfy the bailee's lien.

(4)    Unless a person claiming goods is a person against whom the document confers no right, the bailee shall surrender for cancellation or notation of partial deliveries any outstanding negotiable document covering the goods and the bailee shall cancel the document or conspicuously note the

partial delivery on the document.

(5)    Any bailee who fails to comply with subsection (3) shall be liable for damages to any person to whom the document is duly negotiated.

Legislation
UCC 7-403; UWRA (Can.), ss. 6, 8, 18.

Comment

1.    This provision revises and simplifies the obligation on the part of the bailee to deliver goods set out in section 6, 8 and 18 of the UWRA (Can.) and extends these obligations to bailees under bills of lading. The provision codifies the excuses justifying non-delivery by the bailee. A number of the references simply incorporate common law concepts. For example, clause (a) restates the common law rule that a bailee, although generally estopped from denying the bailor's title, is entitled to deliver the goods to a person who has evicted the bailee by title paramount (where the bailee has had to surrender the goods) or where the bailee is acting on behalf of and with the authority of a person with superior title: Biddle v. Bond (1865), 6 B. & S. 225; Rogers, Sons & Co. v. Lambert & Co., [1891] 1 Q.B. 318 (C.A.). Clause (b) amounts to a reference to the law of torts, as modified by statute, that determines the varying responsibilities and standards of care applicable to commercial bailees. Clause (d) is a cross reference to the seller's right to stop delivery (s.104 of the Uniform Sale of Goods Act; the reference would also encompass the seller's right of stoppage in transit under existing provincial sale of goods legislation). Clause (f) provides a defence to the bailee where the authority to deliver was conferred orally or otherwise informally.

2.    The rule regarding cancellation of negotiable warehouse receipts, and notation of partial deliveries on negotiable warehouse receipts is extended to bills of lading. See UWRA (Can.), s. 8.

No liability for good faith delivery pursuant to warehouse receipt or bill

16 (1)    A bailee who, in good faith, including the observance of reasonable commercial standards, has received goods and delivered or otherwise disposed of them according to the terms of the document of title or pursuant to this Act, is not liable for the delivery of the goods.

(2)    Subsection (1) applies to a bailee notwithstanding that the person from whom a bailee received the goods had no authority to procure the document or to dispose of the goods and though the person to whom a bailee delivered the goods had no authority to receive them.

Legislation
UCC 7-404; UWRA (Can.), s.7.

Comment

1.    This provision restates the rule in section 7 of the UWRA (Can.) and extends its application to bills of lading. The provision also provides that liability for conversion by innocent intermeddling with another person's property is not applicable to the operations of commercial carriers and warehousemen.

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August 12 - 16, 2018