This article shall be known and may be cited as Uniform Commercial Code -- Documents of Title.
(Dec. 30, 1963, 77 Stat. 718, Pub. L. 88-243, § 1.)
HISTORICAL AND STATUTORY NOTES
UNIFORM COMMERCIAL CODE COMMENT
This Article is a consolidation and revision of the Uniform Warehouse Receipts Act and the Uniform Bills of Lading Act, and embraces also the provisions of the Uniform Sales Act relating to negotiation of documents of title.
The only substantial omissions of material covered in the previous uniform acts are the criminal provisions found in the Warehouse Receipts and Bills of Lading acts. These criminal provisions are inappropriate to a Commercial Code, and for the most part duplicate portions of the ordinary criminal law relating to frauds.
The Article does not attempt to define the tort liability of bailees, except to hold certain classes of bailees to a minimum standard of reasonable care. For important classes of bailees, liabilities in case of loss, damage or destruction, as well as other legal questions associated with particular documents of title, are governed by federal statutes, international treaties, and in some cases regulatory state laws, which supersede the provisions of this Article in case of inconsistency. See Section 7-103.
Prior Codifications
1981 Ed., § 28:7-101.
1973 Ed., § 28:7-101.
(1) In this article, 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 the general definitions in Article 1 (section 28:1-201).
(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 his instructions.
(h) "Warehouseman" is a person engaged in the business of storing goods for hire.
(2) Other definitions applying to this article or to specified parts thereof, and the sections in which they appear are:
"Duly negotiated" section 28:7-501.
"Person entitled under the document" section 28:7-403(4).
(3) Definitions in other articles applying to this article and the sections in which they appear are:
(4) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.
(Dec. 30, 1963, 77 Stat. 718, Pub. L. 88-243, § 1; Apr. 9, 1997, D.C. Law 11-255, § 27(vv), 44 DCR 1271.)
HISTORICAL AND STATUTORY NOTES
UNIFORM COMMERCIAL CODE COMMENT
Prior Uniform Statutory Provision
Section 76, Uniform Sales Act; Section 58, Uniform Warehouse Receipts Act; Sections 1 and 53, Uniform Bills of Lading Act.Changes
Applicable definitions from the uniform acts have been consolidated and revised; definition of delivery order is new.Purposes of Changes and New Matter
1. "Bailee" was not defined in the old uniform acts. It is used in this Article as a blanket term to designate carriers, warehousemen and others who normally issue documents of title on the basis of goods which they have received. The definition does not, however, require actual possession of the goods. If a bailee acknowledges possession when he does not have it he is bound by sections of this Article which declare the "bailee's" obligations. (See definition of "Issuer" in this section and Sections 7-203 and 7-301 on liability in case of non-receipt.)
2. The definition of warehouse receipt contained in the general definitions section of this Act (Section 1-201) eliminates the requirement of the Uniform Warehouse Receipts Act that the issuing warehouseman be "lawfully engaged" in business. The warehouseman's compliance with applicable state regulations such as the filing of a bond has no bearing on the substantive issues dealt with in this Article. Certainly the issuer's violations of law should not diminish his responsibility on documents he has put in commercial circulation. The Uniform Warehouse Receipts Act requirement that the warehouseman be engaged "for profit" has also been eliminated in view of the existence of state operated and co-operative warehouses. But it is still essential that the business be storing goods "for hire" (Section 1-201 and this section). A person does not become a warehouseman by storing his own goods.
3. Delivery orders, which were included without qualification in the Uniform Sales Act definition of document of title, must be treated differently in this consolidation of provisions from the three uniform acts. When a delivery order has been accepted by the bailee it is for practical purposes indistinguishable from a warehouse receipt. Prior to such acceptance there is no basis for imposing obligations on the bailee other than the ordinary obligation of contract which the bailee may have assumed to the depositor of the goods.
Cross References
Point 1: Sections 7-203 and 7-301.
Point 2: Sections 1-201 and 7-203.
See general comment to document of title in Section 1-201.
Definitional Cross References
"Bill of lading". Section 1-201.
"Contract". Section 1-201.
"Contract for sale". Section 2-106.
"Delivery". Section 1-201.
"Document of title". Section 1-201.
"Person". Section 1-201.
"Purchase". Section 1-201.
"Receipt of goods". Section 2-103.
"Right". Section 1-201.
"Warehouse receipt". Section 1-201.
"Written". Section 1-201.
Prior Codifications
1981 Ed., § 28:7-102.
1973 Ed., § 28:7-102.
Legislative History of Laws
Law 11-255, the "Second Technical Amendments Act of 1996," was introduced in Council and assigned Bill No. 11-905, which was referred to the Committee of the Whole. The Bill was adopted on first and second readings on November 7, 1996, and December 3, 1996, respectively. Signed by the Mayor on December 24, 1996, it was assigned Act No. 11-519 and transmitted to both Houses of Congress for its review. D.C. Law 11-255 became effective on April 9, 1997.
To the extent that any treaty or statute of the United States, regulatory statute of the District or tariff, classification or regulation filed or issued pursuant thereto is applicable, the provisions of this article are subject thereto.
(Dec. 30, 1963, 77 Stat. 719, Pub. L. 88-243, § 1.)
HISTORICAL AND STATUTORY NOTES
UNIFORM COMMERCIAL CODE COMMENT
Prior Uniform Statutory Provision
None.Purposes
1. To make clear what would of course be true without the Section, that applicable Federal law is paramount.
2. To make clear also that regulatory state statutes (such as those fixing or authorizing a commission to fix rates and prescribe services, authorizing different charges for goods of different values, and limiting liability for loss to the declared value on which the charge was based) are not affected by the Article and are controlling on the matters which they cover. Notice that the reference is not only to such statutes, but to tariffs, classifications and regulations filed or issued pursuant to them.
Cross References
Sections 7-201, 7-202, 7-204, 7-206, 7-309, 7-401, 7-403.
Definitional Cross Reference
"Bill of lading". Section 1-201.
Prior Codifications
1981 Ed., § 28:7-103.
1973 Ed., § 28:7-103.
(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 non-negotiable. 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.
(Dec. 30, 1963, 77 Stat. 719, Pub. L. 88-243, § 1.)
HISTORICAL AND STATUTORY NOTES
UNIFORM COMMERCIAL CODE COMMENT
Prior Uniform Statutory Provision
Sections 27 and 76, Uniform Sales Act; Sections 2, 3, 4, 5 and 59, Uniform Warehouse Receipts Act; Sections 2, 3, 4, 5 and 53, Uniform Bills of Lading Act.Changes
Consolidated and rewritten.Purposes of Changes
This Article deals with a class of commercial paper representing commodities in storage or transportation. This "commodity paper" is to be distinguished from what might be called "money paper" dealt with in the Article of this Act on Commercial Paper (Article 3) and "investment paper" dealt with in the Article of this Act on Investment Securities (Article 8). The class of "commodity paper" is designated "document of title" following the terminology of the Uniform Sales Act Section 76. Section 1-201. The distinctions between negotiable and nonnegotiable documents in this section makes the most important subclassification employed in the Article, in that the holder of negotiable documents may acquire more rights than his transferor had (See Section 7- 502).
A document of title is negotiable only if it satisfies this section. "Deliverable on proper indorsement and surrender of this receipt" will not render a document negotiable. Bailees often include such provisions as a means of insuring return of non-negotiable receipts for record purposes. Such language may be regarded as insistence by the bailee upon a particular kind of receipt in connection with delivery of the goods. Subsections (1)(a) and (2) make it clear that a document is not negotiable which provides for delivery to order or bearer only if written instructions to that effect are given by a named person.
Cross Reference
Section 7-502.
Definitional Cross References
"Bearer". Section 1-201.
"Bill of lading". Section 1-201.
"Delivery". Section 1-201.
"Document of title". Section 1-201.
"Overseas". Section 2-323.
"Person". Section 1-201.
"Warehouse receipt". Section 1-201.
Prior Codifications
1981 Ed., § 28:7-104.
1973 Ed., § 28:7-104.
The omission from either part 2 or part 3 of this article of a provision corresponding to a provision made in the other part does not imply that a corresponding rule of law is not applicable.
(Dec. 30, 1963, 77 Stat. 719, Pub. L. 88-243, § 1.)
HISTORICAL AND STATUTORY NOTES
UNIFORM COMMERCIAL CODE COMMENT
Prior Uniform Statutory Provision
None.Purposes
To avoid any impairment, for example, of any common-law right of indemnity a warehouseman may have corresponding to Section 7-301(5), or of any contractual security interest a carrier might have corresponding to Section 7-209(2).
Cross References
Parts 2 and 3 of Article 7.
Prior Codifications
1981 Ed., § 28:7-105.
1973 Ed., § 28:7-105.
