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USA Statutes : oregon
Title : TITLE 08 COMMERCIAL TRANSACTIONS
Chapter : Chapter 77 Warehouse Receipts, Bills of Lading and Other Documents of Title
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This chapter may be cited as Uniform
Commercial Code–Documents of Title. [1961 c.762 §77.1010] (1) In this chapter,
unless the context otherwise requires:
(a) “Bailee” means the person who by a warehouse receipt, bill of
lading or other document of title acknowledges possession of goods and
contracts to deliver them.
(b) “Consignee” means the person named in a bill to whom or to
whose order the bill promises delivery.
(c) “Consignor” means the person named in a bill as the person from
whom the goods have been received for shipment.
(d) “Delivery order” means a written order to deliver goods
directed to a warehouseman, carrier or other person who in the ordinary
course of business issues warehouse receipts or bills of lading.
(e) “Document” means document of title as defined in ORS 71.2010.
(f) “Goods” means all things which are treated as movable for the
purposes of a contract of storage or transportation.
(g) “Issuer” means a bailee who issues a document except that in
relation to an unaccepted delivery order it means the person who orders
the possessor of goods to deliver. Issuer includes any person for whom an
agent or employee purports to act in issuing a document if the agent or
employee has real or apparent authority to issue documents,
notwithstanding that the issuer received no goods or that the goods were
misdescribed or that in any other respect the agent or employee violated
instructions.
(h) “Warehouseman” is a person engaged in the business of storing
goods for hire.
(2) Other definitions applying to this chapter and the sections in
which they appear are:
(a) “Duly negotiate,” as defined in ORS 77.5010.
(b) “Person entitled under the document,” as defined in ORS 77.4030
(4).
(3) Definitions in other sections which apply to this chapter and
the sections in which they appear are:
(a) “Contract for sale,” as defined in ORS 72.1060.
(b) “Overseas,” as defined in ORS 72.3230.
(c) “Receipt” of goods, as defined in ORS 72.1030.
(4) In addition, ORS chapter 71 contains general definitions and
principles of construction and interpretation applicable throughout this
chapter. [1961 c.726 §77.1020]To the extent that any treaty or statute of
the United States, regulatory statute of this state or tariff,
classification or regulation filed or issued pursuant thereto is
applicable, the provisions of this chapter are subject thereto. [1961
c.726 §77.1030](1) A warehouse receipt, bill of
lading or other document of title is negotiable:
(a) If by its terms the goods are to be delivered to bearer or to
the order of a named person; or
(b) Where recognized in overseas trade, if it runs to a named
person or assigns.
(2) Any other document is nonnegotiable. A bill of lading in which
it is stated that the goods are consigned to a named person is not made
negotiable by a provision that the goods are to be delivered only against
a written order signed by the same or another named person. [1961 c.726
§77.1040] The omission
from ORS 77.2010 to 77.2100 of a provision contained in ORS 77.3010 to
77.3090 or the omission from ORS 77.3010 to 77.3090 of a provision
contained in ORS 77.2010 to 77.2100 does not imply that a corresponding
rule of law is not applicable. [1961 c.726 §77.1050]WAREHOUSE RECEIPTS: SPECIAL PROVISIONS(1) A warehouse receipt may be issued by any warehouseman.
(2) Where goods including distilled spirits and agricultural
commodities are stored under a statute requiring a bond against
withdrawal or a license for the issuance of receipts in the nature of
warehouse receipts, a receipt issued for the goods has like effect as a
warehouse receipt even though issued by a person who is the owner of the
goods and is not a warehouseman. [1961 c.726 §77.2010]
(1) A warehouse receipt need not be in any particular form.
(2) Unless a warehouse receipt embodies within its written or
printed terms each of the following, the warehouseman is liable for
damages caused by the omission to a person injured thereby:
(a) The location of the warehouse where the goods are stored;
(b) The date of issue of the receipt;
(c) The consecutive number of the receipt;
(d) A statement whether the goods received will be delivered to the
bearer, to a specified person, or to a specified person or the order of
that person;
(e) The rate of storage and handling charges, except that where
goods are stored under a field warehousing arrangement a statement of
that fact is sufficient on a nonnegotiable receipt;
(f) A description of the goods or of the packages containing them;
(g) The signature of the warehouseman, which may be made by the
authorized agent of the warehouseman;
(h) If the receipt is issued for goods of which the warehouseman is
owner, either solely or jointly or in common with others, the fact of
such ownership; and
(i) A statement of the amount of advances made and of liabilities
incurred for which the warehouseman claims a lien or security interest
pursuant to ORS 77.2090. If the precise amount of such advances made or
of such liabilities incurred is, at the time of the issue of the receipt,
unknown to the warehouseman or to the agent of the warehouseman who
issues it, a statement of the fact that advances have been made or
liabilities incurred and the purpose thereof is sufficient.
(3) A warehouseman may insert in a receipt any other terms which
are not contrary to the provisions of the Uniform Commercial Code and do
not impair the obligation of delivery as set forth in ORS 77.4030 or the
duty of care as set forth in ORS 77.2040. Any contrary provisions shall
be ineffective. [1961 c.726 §77.2020] A party to or
purchaser for value in good faith of a document of title other than a
bill of lading relying in either case upon the description therein of the
goods may recover from the issuer damages caused by the nonreceipt or
misdescription of the goods, except to the extent that the document
conspicuously indicates that the issuer does not know whether any part or
all of the goods in fact were received or conform to the description, as
where 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 the like, if such
indication be true, or the party or purchaser otherwise has notice. [1961
c.726 §77.2030](1) A warehouseman is liable for damages for loss of or injury
to the goods caused by the failure of the warehouseman to exercise such
care in regard to them as a reasonably careful person would exercise
under like circumstances but unless otherwise agreed the warehouseman is
not liable for damages which could not have been avoided by the exercise
of such care.
(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, and setting forth a specific liability per article or item, or
value per unit of weight, beyond which the warehouseman shall not be
liable; provided, however, that such liability may on written request of
the bailor at the time of signing such storage agreement or within a
reasonable time after receipt of the warehouse receipt be increased on
part or all of the goods thereunder, in which event increased rates may
be charged based on such increased valuation, but that no such increase
shall be permitted contrary to a lawful limitation of liability contained
in the warehouseman’s tariff, if any. No such limitation is effective
with respect to the warehouseman’s liability for conversion to the use of
the warehouseman.
(3) Reasonable provisions as to the time and manner of presenting
claims and instituting actions based on the bailment may be included in
the warehouse receipt or tariff.
(4) This section does not repeal or change any existing law or rule
of law which imposes a higher responsibility upon the warehouseman or
invalidates contractual limitations which would be permissible under this
chapter. [1961 c.726 §77.2040] A
buyer in the ordinary course of business of fungible goods sold and
delivered by a warehouseman who is also in the business of buying and
selling such goods takes free of any claim under a warehouse receipt even
though it has been duly negotiated. [1961 c.726 §77.2050] (1) A
warehouseman may on notifying the person on whose account the goods are
held and any other person known to claim an interest in the goods 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, or, if no
period is fixed, within a stated period not less than 30 days after the
notification. If the goods are not removed before the date specified in
the notification, the warehouseman may sell them in accordance with the
provisions of ORS 77.2100 on enforcement of a warehouseman’s lien.
(2) If a warehouseman in good faith believes that the goods are
about to deteriorate or decline in value to less than the amount of the
lien of the warehouseman within the time prescribed in subsection (1) of
this section for notification, advertisement and sale, the warehouseman
may specify in the notification any reasonable shorter time for removal
of the goods and in case the goods are not removed, may sell them at
public sale held not less than one week after a single advertisement or
posting.
(3) If as a result of a quality or condition of the goods of which
the warehouseman had no notice at the time of deposit the goods are a
hazard to other property or to the warehouse or to persons, the
warehouseman may sell the goods at public or private sale without
advertisement on reasonable notification to all persons known to claim an
interest in the goods. If the warehouseman after a reasonable effort is
unable to sell the goods the warehouseman may dispose of them in any
lawful manner and shall incur no liability by reason of such disposition.
(4) The warehouseman must deliver the goods to any person entitled
to them under this chapter upon due demand made at any time prior to sale
or other disposition under this section.
(5) The warehouseman may satisfy the lien of the warehouseman from
the proceeds of any sale or disposition under this section but must hold
the balance for delivery on the demand of any person to whom the
warehouseman would have been bound to deliver the goods. [1961 c.726
§77.2060] (1) Unless the
warehouse receipt otherwise provides, a warehouseman must keep separate
the goods covered by each receipt so as to permit at all times
identification and delivery of those goods except that different lots of
fungible goods may be commingled.
(2) Fungible goods so commingled are owned in common by the persons
entitled thereto and the warehouseman is severally liable to each owner
for that owner’s share. Where because of overissue a mass of fungible
goods is insufficient to meet all the receipts which the warehouseman has
issued against it, the persons entitled include all holders to whom
overissued receipts have been duly negotiated. [1961 c.726 §77.2070] Where a blank in a negotiable
warehouse receipt has been filled in without authority, a purchaser for
value and without notice of the want of authority may treat the insertion
as authorized. Any other unauthorized alteration leaves any receipt
enforceable against the issuer according to its original tenor. [1961
c.726 §77.2080] (1) A
warehouseman has a lien against the bailor on the goods covered by a
warehouse receipt or on the proceeds thereof in the possession of the
warehouseman for charges for storage or transportation (including
demurrage and terminal charges), insurance, labor, or 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
like charges or expenses in relation to other goods whenever deposited
and it is stated in the receipt that a lien is claimed for charges and
expenses in relation to other goods, the warehouseman also has a lien
against the person for such charges and expenses whether or not the other
goods have been delivered by the warehouseman. But against a person to
whom a negotiable warehouse receipt is duly negotiated a warehouseman’s
lien is limited to charges in an amount or at a rate specified on the
receipt or if no charges are so specified then to a reasonable charge for
storage of the goods covered by the receipt subsequent to the date of the
receipt.
(2) The warehouseman may also reserve a security interest against
the bailor for a maximum amount specified on the receipt for charges
other than those specified in subsection (1) of this section, such as for
money advanced and interest. Such a security interest is governed by ORS
chapter 79 on secured transactions.
(3) A warehouseman’s lien for charges and expenses under subsection
(1) of this section or a security interest under subsection (2) of this
section is also effective against all persons if the bailor was the legal
possessor of the goods at the time of deposit.
(4) A warehouseman loses the lien of the warehouseman on any goods
which the warehouseman voluntarily delivers or which the warehouseman
unjustifiably refuses to deliver. [1961 c.726 §77.2090; 1971 c.370 §1;
2001 c.445 §149] (1) Except as provided
in subsection (2) of this section, a warehouseman’s lien may be enforced
by public or private sale of the goods in bloc or in parcels, at any time
or place and on any terms which are commercially reasonable, after
notifying all persons known to claim an interest in the goods. Such
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 warehouseman is
not of itself sufficient to establish that the sale was not made in a
commercially reasonable manner. If the warehouseman either sells the
goods in the usual manner in any recognized market therefor, or if the
warehouseman sells at the price current in such market at the time of
sale, or if the warehouseman has otherwise sold in conformity with
commercially reasonable practices among dealers in the type of goods
sold, the warehouseman has sold in a commercially reasonable manner. A
sale of more goods than apparently necessary to be offered to insure
satisfaction of the obligation is not commercially reasonable except in
cases covered by the preceding sentence.
(2) A warehouseman’s lien on goods other than goods stored by a
merchant in the course of business may be enforced only as follows:
(a) All persons known to claim an interest in the goods must be
notified.
(b) The notification must be delivered in person or sent by
registered letter to the last-known address of any person to be notified.
(c) 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.
(d) The sale must conform to the terms of the notification.
(e) The sale must be held at the nearest suitable place to that
where the goods are held or stored.
(f) After the expiration of the time given in the notification, an
advertisement of the sale must be published once a week for two 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 they 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 six conspicuous places in the
neighborhood of the proposed sale.
(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 under this section. In that event the
goods must not be sold, but must be retained by the warehouseman subject
to the terms of the receipt and this chapter.
(4) The warehouseman may buy at any public sale pursuant to this
section.
(5) A purchaser in good faith of goods sold to enforce a
warehouseman’s lien takes the goods free of any rights of persons against
whom the lien was valid, despite noncompliance by the warehouseman with
the requirements of this section.
(6) The warehouseman may satisfy the lien of the warehouseman from
the proceeds of any sale pursuant to this section but must hold the
balance, if any, for delivery on demand to any person to whom the
warehouseman would have been bound to deliver the goods.
(7) The rights provided by this section shall be in addition to all
other rights allowed by law to a creditor against a debtor.
(8) Where a lien is on goods stored by a merchant in the course of
business the lien may be enforced in accordance with either subsection
(1) or (2) of this section.
(9) The warehouseman 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. [1961 c.726 §77.2100]BILLS OF LADING: SPECIAL PROVISIONS(1) A consignee
of a nonnegotiable bill who has given value in good faith or a holder to
whom a negotiable bill has been duly negotiated relying in either case
upon the description therein of the goods, or upon the date therein
shown, 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 indicates that the issuer does not know whether
any part or all of the goods in fact were received or conform to the
description, as where 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 the like, if such
indication be true.
(2) When goods are loaded by an issuer who is a common carrier, the
issuer must count the packages of goods if package freight and ascertain
the kind and quantity if bulk freight. In such cases “shipper’s weight,
load and count” or other words indicating that the description was made
by the shipper are ineffective except as to freight concealed by packages.
(3) When bulk freight is loaded by a shipper who makes available to
the issuer adequate facilities for weighing such freight, an issuer who
is a common carrier must ascertain the kind and quantity within a
reasonable time after receiving the written request of the shipper to do
so. In such cases “shipper’s weight” or other words of like purport are
ineffective.
(4) The issuer may by inserting in the bill the words “shipper’s
weight, load and count” or other words of like purport indicate that the
goods were loaded by the shipper; and if such statement be true the
issuer shall not be liable for damages caused by the improper loading.
But their omission does not imply liability for such damages.
(5) The shipper shall be deemed to have guaranteed 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 such particulars. The right of the issuer to such
indemnity shall in no way limit the responsibility and liability of the
issuer under the contract of carriage to any person other than the
shipper. [1961 c.726 §77.3010] (1) The
issuer of a through bill of lading or other document embodying an
undertaking to be performed in part by persons acting as its agents or by
connecting carriers is liable to anyone entitled to recover on the
document for any breach by such other persons or by a connecting carrier
of its obligation under the document but 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 may be varied by
agreement of the parties.
(2) Where goods covered by a through bill of lading or other
document embodying an undertaking to be performed in part by persons
other than the issuer are received by any such person, the person is
subject with respect to the performance of the person while the goods are
in the possession of the person to the obligation of the issuer. The
obligation of the person is discharged by delivery of the goods to
another such person pursuant to the document, and does not include
liability for breach by any other such persons or by the issuer.
(3) The issuer of such through bill of lading or other document
shall be entitled to recover from the connecting carrier or such other
person in possession of the goods when the breach of the obligation under
the document occurred, the amount it may be required to pay to anyone
entitled to recover on the document therefor, as may be evidenced by any
receipt, judgment or transcript thereof, and the amount of any expense
reasonably incurred by it in defending any action brought by anyone
entitled to recover on the document therefor. [1961 c.726 §77.3020] (1)
Unless the bill of lading otherwise provides, the carrier may deliver the
goods to a person or destination other than that stated in the bill or
may otherwise dispose of the goods on instructions from:
(a) The holder of a negotiable bill; or
(b) The consignor on a nonnegotiable bill notwithstanding contrary
instructions from the consignee; or
(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 bill;
or
(d) The consignee on a nonnegotiable bill if the consignee is
entitled as against the consignor to dispose of them.
(2) Unless such instructions are noted on a negotiable bill of
lading, a person to whom the bill is duly negotiated can hold the bailee
according to the original terms. [1961 c.726 §77.3030] (1) Except where customary in
overseas transportation, a bill of lading must not be issued in a set of
parts. The issuer is liable for damages caused by violation of this
subsection.
(2) Where a bill of lading is lawfully drawn in a set of parts,
each of which is numbered and expressed to be valid only if the goods
have not been delivered against any other part, the whole of the parts
constitute one bill.
(3) Where a 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 whom the first due negotiation is made prevails as to both the
document and the goods even though any later holder may have received the
goods from the carrier in good faith and discharged the carrier’s
obligation by surrender of the part of the later holder.
(4) Any person who negotiates or transfers a single part of a bill
of lading drawn in a set is liable to holders of that part as if it were
the whole set.
(5) The bailee is obliged to deliver in accordance with ORS 77.4010
to 77.4040 against the first presented part of a bill of lading lawfully
drawn in a set. Such delivery discharges the bailee’s obligation on the
whole bill. [1961 c.726 §77.3040] (1) Instead of issuing a bill of lading
to the consignor at the place of shipment a carrier may at the request of
the consignor procure the bill to be issued at destination or at any
other place designated in the request.
(2) Upon request of anyone entitled as against the carrier to
control the goods while in transit and on surrender of any outstanding
bill of lading or other receipt covering such goods, the issuer may
procure a substitute bill to be issued at any place designated in the
request. [1961 c.726 §77.3050] An unauthorized alteration or
filling in of a blank in a bill of lading leaves the bill enforceable
according to its original tenor. [1961 c.726 §77.3060] (1) A carrier has a lien on the goods
covered by a bill of lading for charges subsequent to the date of its
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. But 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 then to a
reasonable charge.
(2) A lien for charges and expenses under subsection (1) of this
section on goods which 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 such charges and expenses. Any other
lien under subsection (1) of this section is effective against the
consignor and any person who permitted the bailor to have control or
possession of the goods unless the carrier had notice that the bailor
lacked such authority.
(3) A carrier loses the lien of the carrier on any goods which the
carrier voluntarily delivers or which the carrier unjustifiably refuses
to deliver. [1961 c.726 §77.3070] (1) A carrier’s lien may be
enforced by public or private sale of the goods, in bloc or in parcels,
at any time or place and on any terms which are commercially reasonable,
after notifying all persons known to claim an interest in the goods. Such
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. If the carrier either sells the goods in
the usual manner in any recognized market therefor or if the carrier
sells at the price current in such market at the time of sale or if the
carrier has otherwise sold in conformity with commercially reasonable
practices among dealers in the type of goods sold the carrier has sold in
a commercially reasonable manner. A sale of more goods than apparently
necessary to be offered to insure satisfaction of the obligation is not
commercially reasonable except in cases covered by the preceding sentence.
(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 under this section. In that event the
goods must not be sold, but must be retained by the carrier subject to
the terms of the bill and this chapter.
(3) The carrier may buy at any public sale pursuant to this section.
(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 whom the lien
was valid, despite noncompliance by the carrier with the requirements of
this section.
(5) The carrier may satisfy the lien of the carrier from the
proceeds of any sale pursuant to this section but must hold the balance,
if any, for delivery on demand to any person to whom the carrier would
have been bound to deliver the goods.
(6) The rights provided by this section shall be in addition to all
other rights allowed by law to a creditor against a debtor of the
creditor.
(7) A carrier’s lien may be enforced in accordance with either
subsection (1) of this section or the procedure set forth in ORS 77.2100
(2).
(8) The 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. [1961 c.726 §77.3080](1) A carrier who issues a bill of lading whether negotiable
or nonnegotiable must exercise the degree of care in relation to the
goods which a reasonably careful person would exercise under like
circumstances. This subsection does not repeal or change any law or rule
of law which imposes liability upon a common carrier for damages not
caused by its negligence.
(2) Damages may be limited by a provision that the carrier’s
liability shall not exceed a value stated in the document if the
carrier’s rates are dependent upon value and the consignor by the
carrier’s tariff is afforded an opportunity to declare a higher value or
a value as lawfully provided in the tariff, or where no tariff is filed
the consignor is otherwise advised of such opportunity; but no such
limitation is effective with respect to the carrier’s liability for
conversion to its own use.
(3) Reasonable provisions as to the time and manner of presenting
claims and instituting actions based on the shipment may be included in a
bill of lading or tariff. [1961 c.726 §77.3090]WAREHOUSE RECEIPTS AND BILLS OF LADING: GENERAL OBLIGATIONSThe obligations imposed by this chapter on an issuer apply to a
document of title regardless of the fact that:
(1) The document may not comply with the requirements of this
chapter or of any other law or regulation regarding its issue, form or
content; or
(2) The issuer may have violated laws regulating the conduct of the
business of the issuer; or
(3) The goods covered by the document were owned by the bailee at
the time the document was issued; or
(4) The person issuing the document does not come within the
definition of warehouseman if it purports to be a warehouse receipt.
[1961 c.726 §77.4010] Neither a duplicate
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. But the issuer is liable for damages
caused by overissue or failure to identify a duplicate document as such
by conspicuous notation on its face. [1961 c.726 §77.4020]
(1) The bailee must deliver the goods to a person entitled under the
document who complies with subsections (2) and (3) of this section unless
and to the extent that 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, but the burden of establishing negligence in
such cases is on the person entitled under the document.
(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 right of the seller to stop
delivery pursuant to the provisions of ORS 72.7050.
(e) A diversion, reconsignment or other disposition pursuant to the
provisions of ORS 77.3030 or tariff regulating such right.
(f) Release, satisfaction or any other fact affording a personal
defense against the claimant.
(g) Any other lawful excuse.
(2) A person claiming goods covered by a document of title must
satisfy the bailee’s lien where the bailee so requests or where the
bailee is prohibited by law from delivering the goods until the charges
are paid.
(3) Unless the person claiming is one against whom the document
confers no right under ORS 77.5030 (1), the person must surrender for
cancellation or notation of partial deliveries any outstanding negotiable
document covering the goods, and the bailee must cancel the document or
conspicuously note the partial delivery thereon or be liable to any
person to whom the document is duly negotiated.
(4) “Person entitled under the document” means holder in the case
of a negotiable document, or the person to whom delivery is to be made by
the terms of or pursuant to written instructions under a nonnegotiable
document. [1961 c.726 §77.4030]A bailee who in good faith including 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 chapter is not liable therefor. This rule applies even
though the person from whom the bailee received the goods had no
authority to procure the document or to dispose of the goods and even
though the person to whom the bailee delivered the goods had no authority
to receive them. [1961 c.726 §77.4040]WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER”
(1) A negotiable document of title running to the order of a named person
is negotiated by indorsement of the named person and delivery. After
indorsement in blank or to bearer any person can negotiate it by delivery
alone.
(2)(a) A negotiable document of title is also negotiated by
delivery alone when by its original terms it runs to bearer.
(b) When a document running to the order of a named person is
delivered to the person the effect is the same as if the document had
been negotiated.
(3) Negotiation of a negotiable document of title after it has been
indorsed to a specified person requires indorsement by the special
indorsee as well as delivery.
(4) A negotiable document of title is “duly negotiated” when it is
negotiated in the manner stated in this section to a holder who purchases
it in good faith without notice of any defense against or claim to it on
the part of any person and for value, unless it is established that the
negotiation is not in the regular course of business or financing or
involves receiving the document in settlement or payment of a money
obligation.
(5) Indorsement of a nonnegotiable document neither makes it
negotiable nor adds to the transferee’s rights.
(6) The naming in a negotiable bill of a person to be notified of
the arrival of the goods does not limit the negotiability of the bill nor
constitute notice to a purchaser thereof of any interest of such person
in the goods. [1961 c.726 §77.5010] (1) Subject to ORS
77.5030 and to the provisions of ORS 77.2050 on fungible goods, a holder
to whom a negotiable document of title has been duly negotiated acquires
thereby:
(a) Title to the document;
(b) Title to the goods;
(c) All rights accruing under the law of agency or estoppel,
including rights to goods delivered to the bailee after the document was
issued; and
(d) The direct obligation of the issuer to hold or deliver the
goods according to the terms of the document free of any defense or claim
by the issuer except those arising under the terms of the document or
under this chapter. In the case of a delivery order the bailee’s
obligation accrues only upon acceptance and the obligation acquired by
the holder is that the issuer and any indorser will procure the
acceptance of the bailee.
(2) Subject to ORS 77.5030, title and rights so acquired are not
defeated by any stoppage of the goods represented by the document or by
surrender of such goods by the bailee, and are not impaired even though
the negotiation or any prior negotiation constituted a breach of duty or
even though any person has been deprived of possession of the document by
misrepresentation, fraud, accident, mistake, duress, loss, theft or
conversion, or even though a previous sale or other transfer of the goods
or document has been made to a third person. [1961 c.726 §77.5020] (1) A
document of title confers no right in goods against a person who before
issuance of the document had a legal interest or a perfected security
interest in them and who neither:
(a) Delivered or entrusted them or any document of title covering
them to the bailor or the nominee of the bailor with actual or apparent
authority to ship, store or sell or with power to obtain delivery under
ORS 77.4030 or with power of disposition under ORS 72.4030 and 79.0320 or
other statute or rule of law; nor
(b) Acquiesced in the procurement by the bailor or the nominee of
the bailor of any document of title.
(2) Title to goods based upon an unaccepted delivery order is
subject to the rights of anyone to whom a negotiable warehouse receipt or
bill of lading covering the goods has been duly negotiated. Such a title
may be defeated under ORS 77.5040 to the same extent as the rights of the
issuer or a transferee from the issuer.
(3) Title to goods based upon a bill of lading issued to a freight
forwarder is subject to the rights of anyone to whom a bill issued by the
freight forwarder is duly negotiated; but delivery by the carrier in
accordance with ORS 77.4010 to 77.4040 pursuant to its own bill of lading
discharges the carrier’s obligation to deliver. [1961 c.726 §77.5030;
2001 c.445 §150](1) A transferee of a
document, whether negotiable or nonnegotiable, to whom the document has
been delivered but not duly negotiated, acquires the title and rights
which the transferor had or had actual authority to convey.
(2) In the case of a nonnegotiable document, until but not after
the bailee receives notification of the transfer, the rights of the
transferee may be defeated:
(a) By those creditors of the transferor who could treat the sale
as void under ORS 72.4020; or
(b) By a buyer from the transferor in ordinary course of business
if the bailee has delivered the goods to the buyer or received
notification of the buyer’s rights; or
(c) As against the bailee by good faith dealings of the bailee with
the transferor.
(3) A diversion or other change of shipping instructions by the
consignor in a nonnegotiable bill of lading which causes the bailee not
to deliver to the consignee defeats the consignee’s title to the goods if
they have been delivered to a buyer in ordinary course of business and in
any event defeats the consignee’s rights against the bailee.
(4) Delivery pursuant to a nonnegotiable document may be stopped by
a seller under ORS 72.7050, and subject to the requirement of due
notification there provided. A bailee honoring the seller’s instructions
is entitled to be indemnified by the seller against any resulting loss or
expense. [1961 c.726 §77.5040] The indorsement
of a document of title issued by a bailee does not make the indorser
liable for any default by the bailee or by previous indorsers. [1961
c.726 §77.5050]
The transferee of a negotiable document of title has a specifically
enforceable right to have the transferor supply any necessary indorsement
but the transfer becomes a negotiation only as of the time the
indorsement is supplied. [1961 c.726 §77.5060]
Where a person negotiates or transfers a document of title for value
otherwise than as a mere intermediary under ORS 77.5080, then unless
otherwise agreed the person warrants to the immediate purchaser only in
addition to any warranty made in selling the goods:
(1) That the document is genuine; and
(2) That the person has no knowledge of any fact which would impair
its validity or worth; and
(3) That the negotiation or transfer is rightful and fully
effective with respect to the title to the document and the goods it
represents. [1961 c.726 §77.5070] A collecting
bank or other intermediary known to be entrusted with documents on behalf
of another or with collection of a draft or other claim against delivery
of documents warrants by such delivery of the documents only its own good
faith and authority. This rule applies even though the intermediary has
purchased or made advances against the claim or draft to be collected.
[1961 c.726 §77.5080]The question whether a document is adequate to fulfill the
obligations of a contract for sale or the conditions of a credit is
governed by ORS 72.1010 to 72.7250 on sales and ORS chapter 75 on letters
of credit. [1961 c.726 §77.5090]WAREHOUSE RECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS (1) If a document has been
lost, stolen or destroyed, a court may order delivery of the goods or
issuance of a substitute document and the bailee may without liability to
any person comply with such order. If the document was negotiable the
claimant must post security approved by the court to indemnify any person
who may suffer loss as a result of nonsurrender of the document. If the
document was not negotiable, such security may be required at the
discretion of the court. The court may also in its discretion order
payment of the bailee’s reasonable costs and counsel fees.
(2) A bailee who without court order delivers goods to a person
claiming under a missing negotiable document is liable to any person
injured thereby, and if the delivery is not in good faith becomes liable
for conversion. Delivery in good faith is not conversion if made in
accordance with a filed classification or tariff or, where no
classification or tariff is filed, if the claimant posts security with
the bailee in an amount at least double the value of the goods at the
time of posting to indemnify any person injured by the delivery who files
a notice of claim within one year after the delivery. [1961 c.726
§77.6010]
Except where the document was originally issued upon delivery of the
goods by a person who had no power to dispose of them, no lien attaches
by virtue of any judicial process to goods in the possession of a bailee
for which a negotiable document of title is outstanding unless the
document be first surrendered to the bailee or its negotiation enjoined,
and the bailee shall not be compelled to deliver the goods pursuant to
process until the document is surrendered to the bailee or impounded by
the court. One who purchases the document for value without notice of the
process or injunction takes free of the lien imposed by judicial process.
[1961 c.726 §77.6020] If more than one person
claims title or possession of the goods, the bailee is excused from
delivery until the bailee has had a reasonable time to ascertain the
validity of the adverse claims or to bring an action to compel all
claimants to interplead and may compel such interpleader, either in
defending an action for nondelivery of the goods, or by original action,
whichever is appropriate. [1961 c.726 §77.6030]ORS 77.1010 to 77.6030 on documents of
title do not repeal or modify any laws prescribing the form or contents
of documents of title or the services or facilities to be afforded by
bailees, or otherwise regulating bailees’ businesses in respects not
specifically dealt with herein; but the fact that such laws are violated
does not affect the status of a document of title which otherwise
complies with the definition of a document of title as defined in ORS
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