§ 232. A previously existing debt is a sufficient consideration for the delivery of a bill of lading.' There are authorities which hold that a consideration paid at the time of the indorsement or delivery of the bill of lading is essential for passing the title to the property as against the consignor's right to stop the goods in transitu, or as against a subsequent purchaser of the goods for a new consideration.*

But the prevailing rule is, that a delivery of a bill of lading as security for a past debt is equally effectual with a delivery for a present advance to vest the property in the creditor.

II. How Far Negotiable Instruments.

§ 233. A bill of lading whereby the carrier engages to deliver goods to the shipper or his order is quasi-negotiable; but not negotiable in the manner that bills of exchange and promissory notes are negotiable.' They are not negotiable in

1 Leask v. Scott, 2 Q. B. D. 376; Skilling v. Bollman, 6 Mo. App. 76; Tiedeman v. Knox, 53 Md. 612; Peters v. Elliott, 78 Ill. 321. See, however, Loeb v. Peters, 63 Ala. 243; Lesassier v. Southwestern R. Co., 2 Woods 35. See §§ 107-133.

2 Parsons on Shipping, 193. The cases cited by the learned author in support of this view arose out of attempts on the part of factors to pledge their principals' goods for their own debts, and do not support his text. Newsom v. Thornton, 6 East 17, was decided, not upon the ground that an assignment for prior advances passed no title to the bill of lading, but that a factor had no right to pledge the bill. The case was, that the holder of a bill of lading, the factor of the consignor, attempted to pledge the bill of lading on condition of advances to be made; the advances were not made; the pledgee claimed to hold the goods for former advances made by him to the factor, and it was held that the

factor had no power to pledge the goods of his principal by indorsement and delivery of the bill of lading. Warner v. Martin, 11 How. 209, is a similar case, and turns altogether upon the question of the power of a factor to pledge. Per Bakewell, J., in Skilling v. Bollman, 6 Mo. App. 76.

3 Rowley v. Bigelow, 12 Pick. (Mass.) 307, per Shaw, C. J., 23 Am. Dec. 607 ; Allen v. Williams, 12 Pick. (Mass.) 297; Cox v. Central Vt. R. Co., 170 Mass. 129, 49 N. E. Rep. 97; Stollenwerck v.. Thacher, 115 Mass. 224; Hale v. Milwaukee Dock Co., 29 Wis. 482, 9 Am. Rep. 603; Douglas v. People's Bank, 86 Ky. 176, 5 S. W. Rep. 420; Missouri Pacific R. Co. v. Heidenheimer, 82 Tex. 195, 17 S. W. Rep. 608, 27 Am. St. Rep. 861; Voss v. Robertson, 46 Ala. 483; Pattison v. Culton, 33 Ind. 240, 5 Am. Rep. 199; Davenport Nat. Bank v. Homeyer, 45 Mo. 145; Barnard v. Campbell, 56 N. Y. 462.

this sense, even when made negotiable in terms by statute,' unless in express terms made negotiable in the same sense that bills of exchange and promissory notes are negotiable, as is the case in several states."

As the statutes of several states introduce an important qualification of the common law doctrine upon this subject, and as they are enacted in different terms, a full statement of the statutes is here given.

§ 234. California, Montana, North Dakota, Oklahoma,* South Dakota,' Washington.'—All the title to the freight which the first holder of a bill of lading had when he received it, passes to every subsequent indorsee thereof in good faith, and for value, in the ordinary course of business, with like effect and in like manner as in the case of a bill of exchange. When a bill of lading is made to "bearer," or in equivalent terms, a simple transfer thereof, by delivery, conveys the same title as an indorsement.

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4

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§ 234a. Louisiana.-All receipts, bills of lading, vouchers or other documents, issued by any cotton-press owner or lessee, wharfinger, forwarder or other person, boat, vessel, railroad, transportation or transfer company, as by this act provided, shall be negotiable by indorsement in blank or by special indorsement, in the same manner and to the same extent as bills of exchange and promissory notes now are."

Comp. Stats. 1893, §§ 461, 462. "Annot. Stats. 1899, §§ 5045, 5046. 8 Code 1896, §§ 2217, 2218.

§ 235. Maryland."-All bills of lading and all receipts, vouch

1 See § 241.

2 See §§ 234, 235.

9 R. Laws 1897, § 2485. But it is held that bills of lading are also transferable by delivery. Crowell v. Van Bibber, 18 La. Ann. 637.

Civil Code, §§ 2127, 2128; Newhall v. Central Pac. R. Co., 51 Cal. 345; Dodge v. Meyer, 61 Cal. 405.

10 Rev. Code 1878, p. 298, art. 35, § 12; 41 Codes 1895; Civ. Code, §§ 2831, 1 Pub. Gen. Laws, p. 117, § 1. This 2832. statute is more comprehensive and

5 R. Code 1896, §§ 2199, 2200 of Civ. sweeping in its phraseology and effect Code. than the statutes of Missouri and Pennsylvania recently construed by the supreme court in Shaw v. Railroad Co., 101 U. S. 557. Shortly be

ers, or acknowledgments whatsoever, in writing, in the nature or stead of bills of lading for goods, chattels, or commodities of any kind, to be transported on land or water, or on both, which shall be executed in this state, or being executed elsewhere, shall provide for the delivery of goods, chattels, or commodities of any kind within this state, and all warehouse, elevator, or storage receipts whatever, for goods, chattels, or commodities of any kind stored or deposited, or in said receipts stated or acknowledged to be stored or deposited, for any purpose in any warehouse, elevator, or other place of storage or deposit in this state, shall be, and they are hereby, constituted and declared to be negotiable instruments and securities, unless it be provided in express terms to the contrary on the face thereof, in the same sense as bills of exchange and promissory notes, and full and complete title to the property and said instruments mentioned or described, and all rights and remedies incident to such title, or arising under or derivable from the said instruments, shall inure to, and be invested in, each and every bona fide holder thereof for value, altogether unaffected by any rights or equities whatsoever of or between the original or any other prior holders of or parties to the same, of which such bona fide holder for value shall not have had actual notice at the time he became such.

Under this statute an antecedent debt is sufficient to constitute a purchase for value of a bill of lading, and a party receiving it in payment of, or as security for, such a debt, becomes a purchaser and bona fide holder for value as effectually as if it had been a bill of exchange or promissory note.'

§ 236. Minnesota.'-Warehouse receipts, given for any goods, wares and merchandise, grain, flour, produce, or other

fore this statute was passed, the supreme court of Maryland had decided that the law does not regard bills of lading as negotiable in the same sense in which a bill of exchange and promissory note is so, Balt. & Ohio R. Co. v. Wilkins, 44 Md. 11, 27, 22 Am. Rep.

26, and the statute was evidently passed in order to change the law as fixed by the decision, and uses the very language of the decision. Tiedeman v. Knox, 53 Md. 612.

1

Tiedeman v. Knox, 53 Md. 612. 2 G. S. 1894, § 7649.

commodity, stored or deposited with any warehouseman, or other person or corporation in this state, or bills of lading, or receipts for the same, when in transit by cars or vessels to any such warehouseman, or other person, shall be negotiable, and may be transferred by indorsement and delivery of such receipt or bill of lading; and any person to whom the said receipt or bill of lading may be transferred, shall be deemed and taken to be the owner of the goods, wares or merchandise therein specified, so as to give security and validity to any lien created on the same subject to the payment of freight and charges thereon; provided, that all warehouse receipts, or bills of lading which shall have the words "not negotiable plainly written or stamped on the face thereof, shall be exempt from the provisions of this act.'

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§ 237. Missouri.-All receipts issued or given by any warehouseman, or other person or firm, and all bills of lading, transportation receipts, and contracts of affreightment, issued or given by any person, boat, railroad, or transportation or transfer company, for goods, wares, merchandise, grain, flour, or other produce, shall be and are hereby made negotiable by written indorsement thereon and delivery in the same manner as bills of exchange and promissory notes; and no printed or written conditions, clauses, or provisions inserted in or attached to any such receipts, bills of lading, or contracts, shall in any way limit the negotiability or affect any negotiation thereof, nor in any manner impair the right and duties of the parties thereto, or persons interested therein; and every such condition, clause, or provision purporting to limit or affect the

1 For construction of this act, see McCabe v. McKinstry, 5 Dill. 509; Rahilly v. Wilson, 3 Dill. 420.

2 R. S. 1899, §§ 5053, 5054; Laws 1869, p. 91, § 1. See Central Savings Bank v. Garrison, 2 Mo. App. 58. As to the negotiability of bills of lading under this statute, see decision of the supreme court of the United States

passing upon this statute, Shaw v. Railroad Co., 101 U. S. 557, stated in § 241, infra.

In another case the same court, passing upon this statute, held that the indorsement must be in writing. Allen v. St. Louis Bank, 120 U. S. 20, 7 S. C. Rep. 460.

rights, duties, or liabilities created or declared in this act, shall be void, and of no force or effect.

Warehouse receipts given by any warehouseman, wharfinger, or other person or firm, for any goods, wares, merchandise, grain, flour, or other produce or commodity, stored or deposited, and all bills of lading and transportation receipts of every kind, given by any carrier, boat, vessel, railroad, transportation, or transfer company, may be transferred by indorsement in writing thereon, and the delivery thereof, so indorsed; and any and all persons to whom the same may be so transferred shall be deemed and held to be the owners of such goods, wares, merchandise, grain, flour, or other produce or commodity, so far as to give validity to any pledge, lien, or transfer, given, made, or created thereby, as on the faith thereof, and no property so stored or deposited, as specified in such bills of lading or receipts, shall be delivered, except on surrender and cancellation. of such receipts and bills of lading; provided, however, that all such receipts and bills of lading, which shall have the words "not negotiable" plainly written or stamped on the face thereof, shall be exempt from the provisions of this act.

§ 238. New York.'-Bills of lading for any goods, wares, merchandise, grain, flour, produce, or other commodity, may be transferred by indorsement thereof; and any person to whom the same may be so transferred shall be deemed and taken to be the owner of the goods therein specified, so far as to give validity to any pledge, lien, or transfer made or created by such person. But this provision does not apply to bills of lading which shall have the words "not negotiable" plainly written or stamped on the face thereof.

§ 239. Pennsylvania.-Warehouse receipts given for any goods, wares, merchandise, grain, flour, produce, petroleum or other commodity, stored or deposited with any warehouseman,

13 R. S., 7th ed., 1882, p. 2260. See as to Warehouse Receipts, c. VII. 2 Brightly's Purdon's Dig. 1873, p.

114, § 1; Brightly's Purdon's Dig. 1894, p. 165, §1.