Chapter 407

407.308 407.308 Enforcement of carrier’s lien.

407.308(1) (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.

407.308(2) (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.

407.308(3) (3) A carrier may buy at any public sale pursuant to this section.

407.308(4) (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.

407.308(5) (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.

407.308(6) (6) The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

407.308(7) (7) A carrier’s lien may be enforced pursuant to either sub. (1) or the procedure set forth in s. 407.210 (2).

407.308(8) (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.

407.308 History History: 2009 a. 322.

407.309 407.309 Duty of care; contractual limitation of carrier’s liability.

407.309(1) (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.

407.309(2) (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.

407.309(3) (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.

407.309 History History: 2009 a. 322.

subch. IV of ch. 407 SUBCHAPTER IV

WAREHOUSE RECEIPTS AND BILLS OF LADING:
GENERAL OBLIGATIONS

407.401 407.401 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:

407.401(1) (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.

407.401(2) (2) The issuer violated laws regulating the conduct of its business.

407.401(3) (3) The goods covered by the document were owned by the bailee when the document was issued.

407.401(4) (4) The person issuing the document is not a warehouse but the document purports to be a warehouse receipt.

407.401 History History: 2009 a. 322.

407.402 407.402 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.

407.402 History History: 2009 a. 322.

407.403 407.403 Obligation of warehouse or carrier to deliver; excuse.

407.403(1) (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:

407.403(1)(a) (a) Delivery of the goods to a person whose receipt was rightful as against the claimant.

407.403(1)(b) (b) Damage to or delay, loss, or destruction of the goods for which the bailee is not liable.

407.403(1)(c) (c) Previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse’s lawful termination of storage.

407.403(1)(d) (d) The exercise by a seller of its right to stop delivery pursuant to s. 402.705 or by a lessor of its right to stop delivery pursuant to s. 411.526.

407.403(1)(e) (e) A diversion, reconsignment, or other disposition pursuant to s. 407.303.

407.403(1)(f) (f) Release, satisfaction, or any other fact affording a personal defense against the claimant.

407.403(1)(g) (g) Any other lawful excuse.

407.403(2) (2) A person claiming goods covered by a document of title shall satisfy the bailee’s lien if the bailee so requests or the bailee is prohibited by law from delivering the goods until the charges are paid.

407.403(3) (3) Unless a person claiming the goods is one against which the document of title does not confer a right under s. 407.503 (1), all of the following apply:

407.403(3)(a) (a) The person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries.

407.403(3)(b) (b) The bailee shall cancel the document or conspicuously indicate in the document the partial delivery or be liable to any person to which the document is duly negotiated.

407.403 History History: 2009 a. 322.

407.404 407.404 No liability for good faith delivery pursuant to document of title. A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this chapter is not liable for the goods even if any of the following apply:

407.404(1) (1) The person from which the bailee received the goods did not have authority to procure the document or to dispose of the goods.

407.404(2) (2) The person to which the bailee delivered the goods did not have authority to receive the goods.

407.404 History History: 2009 a. 322.

subch. V of ch. 407 SUBCHAPTER V

WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER

407.501 407.501 Form of negotiation and requirements of due negotiation.

407.501(1) (1) The following rules apply to a negotiable tangible document of title:

407.501(1)(a) (a) If the document’s original terms run to the order of a named person, the document is negotiated by the named person’s endorsement and delivery. After the named person’s endorsement in blank or to bearer, any person may negotiate the document by delivery alone.

407.501(1)(b) (b) If the document’s original terms run to bearer, it is negotiated by delivery alone.

407.501(1)(c) (c) If the document’s original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated.

407.501(1)(d) (d) Negotiation of the document after it has been endorsed to a named person requires endorsement by the named person as well as delivery.

407.501(1)(e) (e) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that 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 monetary obligation.

407.501(2) (2) The following rules apply to a negotiable electronic document of title:

407.501(2)(a) (a) If the document’s original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Endorsement by the named person is not required to negotiate the document.

407.501(2)(b) (b) If the document’s original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.

407.501(2)(c) (c) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that 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 taking delivery of the document in settlement or payment of a monetary obligation.

407.501(3) (3) Endorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee’s rights.

407.501(4) (4) The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.

407.501 History History: 2009 a. 322.

407.502 407.502 Rights acquired by due negotiation.

407.502(1) (1) Subject to ss. 407.205 and 407.503, a holder to which a negotiable document of title has been duly negotiated acquires thereby all of the following:

407.502(1)(a) (a) Title to the document.

407.502(1)(b) (b) Title to the goods.

407.502(1)(c) (c) All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued.

407.502(1)(d) (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 the bailee’s acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any endorser will procure the acceptance of the bailee.

407.502(2) (2) Subject to s. 407.503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if any of the following apply:

407.502(2)(a) (a) The due negotiation or any prior due negotiation constituted a breach of duty.

407.502(2)(b) (b) Any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion.

407.502(2)(c) (c) A previous sale or other transfer of the goods or document has been made to a 3rd person.

407.502 History History: 2009 a. 322.

407.503 407.503 Document of title to goods defeated in certain cases.

407.503(1) (1) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not do any of the following:

407.503(1)(a) (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; 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.

407.503(1)(b) (b) Acquiesce in the procurement by the bailor or its nominee of any document.

407.503(2) (2) Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under s. 407.504 to the same extent as the rights of the issuer or a transferee from the issuer.

407.503(3) (3) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with subch. IV pursuant to its own bill of lading discharges the carrier’s obligation to deliver.

407.503 History History: 2009 a. 322.

407.504 407.504 Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

407.504(1) (1) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.

407.504(2) (2) In the case of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated by any of the following:

407.504(2)(a) (a) Those creditors of the transferor that could treat the transfer as void under s. 402.402 or 411.308.

407.504(2)(b) (b) 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.

407.504(2)(c) (c) A lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee’s rights.

407.504(2)(d) (d) As against the bailee, by good faith dealings of the bailee with the transferor.

407.504(3) (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 the goods to the consignee defeats the consignee’s title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and in any event defeats the consignee’s rights against the bailee.

407.504(4) (4) Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under s. 402.705 or a lessor under s. 411.526, subject to the requirements of due notification in those sections. A bailee honoring the seller’s or lessor’s instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.

407.504 History History: 2009 a. 322.

407.505 407.505 Endorser not guarantor for other parties. The endorsement of a tangible document of title issued by a bailee does not make the endorser liable for any default by the bailee or previous endorsers.

407.505 History History: 2009 a. 322.