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§ 294d. Tennessee.'-All receipts issued by any warehouseman for cotton, tobacco, grain, hemp, whisky, or any kind of produce, wares, merchandise, or any description of personal property, shall be negotiable by written indorsements thereon and delivery, in the same manner and to the same intent as bills of exchange and promissory notes; and any person or persons to whom the same may be transferred bona fide, and for value received, shall be deemed and taken to be absolute owner of the produce, wares, merchandise, or other personal property therein specified; and no clause, condition, or limitation, either written or printed, in said receipt shall be held to limit their negotiability or to affect the right of the holder or holders thereof. But all such receipts which shall have the words "not negotiable" plainly written or stamped thereon, shall not be subject to the provisions of this chapter.
§ 294e. Virginia.'-Warehouse or other storage receipts, with the word "negotiable" plainly written or stamped on the face thereof, issued by any person keeping a licensed warehouse or other licensed place of storage in this state, for goods, wares, merchandise, cotton, grain, flour, tobacco, lumber, iron, or other commodity stored with such person, shall be transferable by indorsement and delivery, whether the property specified in such receipt be owned by the person issuing the same, or another; and any person to whom such receipt is so indorsed and delivered shall be deemed the owner of the property specified therein, so far as may be necessary to give effect to any sale to such person, or to any pledge or lien for his benefit, created or secured by such transfer, whether the receipt and indorsement be admitted to record or not, subject, however, to storage and other charges of the person keeping such place of storage.
§ 294f. Washington.-All checks or receipts given by any person operating any warehouse, commission house, forward
1 Code 1896, §§ 3605, 3606.
2 Code 1887, § 1791.
Code 1896, § 2215.
ing house, mill, wharf or other place of storage, for any grain, flour, pork, beef, wool or other produce or commodity, stored or deposited, and all bills of lading, and transportation receipts of every kind, are hereby declared negotiable, and may be transferred by indorsement of the party to whose order such check or receipt was given or issued, and such indorsement shall be deemed a valid transfer of the commodity represented by such receipt, and may be made either in blank or to the order of another.
§ 295. Wisconsin.'-Every warehouse receipt on which the words "not negotiable" shall not be written or stamped upon the face thereof, shall be deemed negotiable, in like manner as inland bills of exchange according to the custom of merchants. The payees or indorsees of such receipt payable to them or their order, and the holders of every such receipt payable to bearer, may maintain actions thereon in like manner as in cases of inland bills of exchange, and not otherwise.
Any warehouse receipt or bill of lading shall be transferable by delivery thereof without indorsement or assignment, and any person to whom the same is so transferred shall be deemed and taken to be the owner of the property therein specified, so far as to give validity to any pledge, lien or transfer made or created by such person, unless such receipt or bill of lading shall have the words "not negotiable" plainly written or stamped on the face thereof."
§ 296. A warehouse receipt, though it be made negotiable by statute, stands in lieu of the property. The holder of a warehouse receipt takes no better title than he would if he held the goods themselves. The negotiability of the receipt serves only to cut off any defense the warehousekeeper may have. "Any other construction would enable any one, fraudulently depositing the goods of another, to pass title, as against the
'R. S. 1878, and R. S. 1898, c. 78, 42, 9 Rep. 405, 39 Am. Rep. 198; §§ 1676, 1678. Greenbaum v. Megibben, 10 Bush (Ky.) 419.
R. S. 1898, § 4425.
3 First Nat. Bank v. Boyce, 78 Ky.
true owner, by obtaining a warehouse receipt in his own
Where two or more warehouse receipts for the same property have been delivered to different persons, that which was first delivered will prevail.
§ 297. Whether a warehouse receipt is evidence of ownership or of a pledge depends not merely upon its terms, but upon the facts of the transaction. Thus, where the owner of an elevator purchased grain for another with money furnished by the latter for that purpose, and after the purchase gave to the person who had advanced the money a warehouse receipt, stating that he had received the grain upon storage, and agreeing to hold the same subject to the order of the holder of the receipt, "for all advances of money on the same," these words were held not to convert the receipt into a mere pledge; but in accordance with the facts of the transaction, the grain was held to be the property of the person who advanced the money for its purchase. The receipt in this form was properly used as a memorandum, or acknowledgment by the warehouseman, . that the holders of the receipt had advanced the money with which the grain was purchased. It was competent to show by evidence that the receipt was so used.`
And so where a warehouse receipt was given for merchandise to be held subject to the holders' order, "they having a lien thereon for the full cost of the same," it was held that the legal effect of the receipt was to pass to the holders the general property and the right of possession, and not merely a special property. The inference to be drawn from this recital in the receipt was declared to be, either that the property had been purchased and procured by the money of the persons to whom the receipt was given, and so the legal title passed to them in
1 First Nat. Bank v. Boyce, 78 Ky. 42, 39 Am. Rep. 198, per Hines, J.
2 Martin v. Creditors, 14 La. Ann. 393; Second Nat. Bank v. Walbridge, 19 Ohio St. 419, 2 Am. Rep. 408;
Montgomery v. American Trust & Sav.
Cool v. Phillips, 66 Ill. 216; also Broadwell v. Howard, 77 Ill. 305.
accordance with their equitable rights; or that they, being the owners of the merchandise, were to retain the general ownership until the warehouseman should pay them the full cost or agreed purchase-price of the same. In either case the warehouseman had not the general property in the goods, and his interest was not subject to levy of execution by any of his creditors.'
II. How they may be Transferred in Pledge.
§ 298. A warehouse receipt need not be in a particular form. An instrument intended simply as a memorandum of the amount of goods on storage, if signed by the warehouseman, has an assignable quality, and an indorsement and delivery of it to one who makes advances upon the faith of it, renders the warehouseman liable to the holder of it for the goods it represents. Thus, a paper which recites that a certain quantity of corn had been received in store for the account of a firm named is a warehouse receipt, and not a mere memorandum, although the words "or order" are not used, nor are any words used to signify that the corn would be delivered on return of the receipt. The indorsement and delivery of such a receipt to a third person for value passes the title to the corn.
An indorsement in blank authorizes the person to whom the goods are sold or pledged to write over such indorsement an assignment of the legal title.'
§ 299. Even the delivery of a warehouse receipt without indorsement, though it be not written to bearer, if the delivery be with intent to pass the title, is effectual. Thus a ware
1 Gibson v. Chillicothe Bank, 11 roy, 121 Ala. 106, 25 So. Rep. 840; Ohio St. 311.
2 Harris v. Bradley, 2 Dill. 284. Mida v. Geissmann, 17 Ill. App. 207.
Gibson v. Stevens, 8 How. 384; Wilkes v. Ferris, 5 Johns. (N. Y.) 335, 4 Am. Dec. 364; Conrad v. Fisher, 37 Mo. App. 352, 367; Danforth v. McEl
Horr v. Barker, 8 Cal. 609, 613, where the court say, "the delivery of a warehouse receipt without assignment is sufficient, prima facie, to pass the title."
In St. Louis Nat. Bank v. Ross, 9 Mo. App. 399, where there had been a pledge of cotton by delivery of the
house receipt delivered without indorsement is a sufficient delivery of the property to sustain a pledge as against subsequent attaching creditors of the pledgor, although the receipt does not make the property deliverable to bearer, but "deliverable only on return of the receipt;" for the mere delivery of the receipt to the pledgee enables him to take control of the property. Any delivery which gives the pledgee the immediate actual control of the property, is sufficent to sustain the pledge.1
It has already been noticed that a bill of lading may be effectually pledged by delivery without indorsement. It is well said by the supreme court of California," that "upon principle, reason, and convenience, it is difficult to draw any substantial difference between a bill of lading and a warehouse receipt. If the delivery of the one can pass the title to the prop
warehouse receipt without indorsement, the court say: "The delivery of the warehouse receipt would be as effectual as the delivery of the cotton itself, and it could make no difference that the warehouse receipt was not indorsed by the pledgor. There is nothing in this at variance with anything decided or said by this court in Erie & Pacific Dispatch v. St. Louis Cotton Compress Co., 6 Mo. App. 172. The transfer of a warehouse receipt not made negotiable by indorsement and delivery can convey to the transferree no greater rights than would be acquired by a transfer of the goods which the receipt represents. That we have said. But it does not follow from this, that one may not pledge cotton by delivering the unindorsed cotton note, as effectually as by delivering to the pledgor the bales themselves."
1 1 Whitney v. Tibbits, 17 Wis. 359; Hale v. Milwaukee Dock Co., 29 Wis. 482, 9 Am. Rep. 603. 2 §§ 261, 262.
3 Horr v. Barker, 8 Cal. 609, 613. In Davis v. Russell, 52 Cal. 611, 28 Am. Rep. 647, the same court say: "It was held in many cases in the English courts, that an assignment of such a receipt does not amount to a constructive delivery of the goods until the warehouseman is notified thereof, and agrees to hold the goods for the assignee. Benjamin on Sales, § 815. No substantial reason is offered for giving to the assignment of such an instrument an effect differing materially from that of an assignment of a bill of lading." Referring to the case of Horr v. Barker, 8 Cal. 609, the court continue: "The doctrine of that case has not been questioned, so far as we are aware, by the courts of this state. If an assignment of the receipt will transfer the title to the goods, it must necessarily follow that the possession of the receipt, indorsed in blank, is presumptive evidence of the ownership of the goods by the holder of the receipt."