a contract or order for their purchase, the form in which the bill is taken by the consignor shall indicate the transfer or retention of the property or right to the possession of the goods as follows: (a) Where by the bill the goods are deliverable to the buyer or to his agent, or to the order of the buyer or of his agent, the consignor thereby transfers the property in the goods to the buyer. (b) Where by the bill the goods are deliverable to the seller or to his agent, or to the order of the seller or of his agent, the seller thereby reserves the property in the goods. But if, except for the form of the bill, the property would have passed to the buyer on shipment of the goods, the seller's property in the goods shall be deemed to be only for the purpose of securing performance by the buyer of his obligations under the contract. (c) Where by the bill the goods are deliverable to the order of the buyer or his agent, but possession of the bill is retained by the seller or his agent, the seller thereby reserves a right to the possession of the goods, as against the buyer. (d) Where the seller draws on the buyer for the price and transmits the draft and bill together to the buyer to secure acceptance or payment of the draft, the buyer is bound to return the bill if he does not honor the draft, and if he wrongfully retains the bill he acquires no added right thereby. If, however, the bill provides that the goods are deliverable to the buyer, or to the order of the buyer, or is endorsed in blank or to the buyer by the consignee named therein, one who purchases in good faith, for value, the bill or goods from the buyer, shall obtain the title to the goods, although the draft has not been honored, if such purchaser has received delivery of the bill indorsed by the consignee named therein, or of the goods, without notice of the facts making the transfer wrongful. Sec. 41. Where the seller of goods draws on the buyer for the price of the goods and transmits the draft and a bill of lading for the goods either directly to the buyer or through a bank or other agency, unless a different intention on the part of the seller appears, the buyer and all other parties interested shall be justified in assuming: (a) If the draft is by its terms or legal effect payable on demand or presentation or at sight, or not more than three days thereafter (whether such three days be termed days of grace or not), that the seller intended to require payment of the draft before the buyer should be entitled to receive or retain the bill. (b) If the draft is by its terms payable on time, extending beyond three days after demand, presentation or sight (whether such three days be termed days of grace or not), that the seller intended to require acceptance, but not payment of the draft before the buyer should be entitled to receive or retain the bill. The provisions of this section are applicable whether by the terms of the bill the goods are consigned to the seller, or to his order, or to the buyer, or to his order, or to a third person, or to his order. Sec. 42. Where a negotiable bill has been issued for goods, no seller's lien or right of stoppage in transitu shall defeat the rights of any purchaser for value in good faith to whom such bill has been negotiated, whether such negotiations be prior or subsequent to the notification to the carrier who issued such bill of the seller's claim to a lien or right of stoppage in transitu. Nor shall the carrier be obliged to deliver or justified in delivering the goods to an unpaid seller unless such bill is first surrendered for cancellation. Sec. 43. Except as provided in section 42, nothing in this Act shall limit the rights and remedies of a mortgagee or lienholder whose mortgage or lien on goods would be valid, apart from this Act, as against one who for value and in good faith purchased from the owner, immediately prior to the time of their delivery to the carrier, the goods which are subject to the mortgage or lien and obtained possession of them. Sec. 44. Any officer, agent, or servant of a carrier, who with intent to defraud issues or aids in issuing a bill knowing that all or any part of the goods for which such bill is issued have not been received by such carrier, or by an agent of such carrier or by a connecting carrier, or are not under the carrier's control at the time of issuing such bill, shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment in the State penitentiary not exceeding five years, or by a fine not exceeding five thousand dollars, or by both. Sec. 45. Any officer, agent, or servant of a carrier, who with intent to defraud issues or aids in issuing a bill for goods knowing that it contains any false statement, shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment in the State penitentiary not exceeding one year, or by a fine not exceeding one thousand dollars, or by both. Sec. 46. Any officer, agent, or servant of a carrier, who with intent to defraud issues or aids in issuing a duplicate or additional negotiable bill for goods in violation of the provisions of section 7, knowing that a former negotiable bill for the same goods or any part of them is outstanding and uncancelled, shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment in the State penitentiary not exceeding five years, or by a fine not exceeding five thousand dollars, or by both. Sec. 47. Any person who ships goods to which he has not title, or upon which there is a lien or mortgage, and who takes for such goods a negotiable bill which he afterwards negotiates for value with intent to deceive and without disclosing his want of title or the existence of the lien or mortgage, shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment in the State penitentiary not exceeding one year, or by a fine not exceeding one thousand dollars, or by both. Sec. 48. Any person who with intent to deceive negotiates or transfers for value a bill knowing that any or all of the goods which by the terms of such bill appears to have been received for transportation by the carrier which issued the bill, are not in the possession or control of such carrier, or of a connecting carrier, without disclosing this fact, by causing said fact to be endorsed shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment in the State penitentiary not exceeding five years, or by a fine not exceeding five thousand dollars or by both. Sec. 49. Any person who with intent to defraud secures the issue by a carrier of a bill knowing that at the time of such issue, any or all of the goods described in such bill as received for transportation have not been received by such carrier, or an agent of such carrier or a connecting carrier, or are not under the carrier's control, by inducing an officer, agent, or servant of such carrier falsely to believe that such goods have been received by such carrier, or are under its control, shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment in the State penitentiary not exceeding five years, or by a fine not exceeding five thousand dollars, or by both. Sec. 50. Any person who with intent to defraud issues or aids in issuing a non-negotiable bill without the words "not negotiable' placed plainly upon the face thereof, shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment in the State penitentiary not exceeding five years or by a fine not exceeding five thousand dollars, or by both. Sec. 51. In any case not provided for in this Act the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent, executors, administrators and trustees, and to effect of fraud, misrepresentation, duress or coercion, accident, mistake, bankruptcy or other, invalidating cause shall govern. Sec. 52. This Act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it. Sec. 53. (1) In this Act, unless the context or subject matter otherwise requires "Action" includes counter claim, set-off, and suit in equity. "Bill" means bill of lading. "Consignee'' means the person named in the bill as the person to whom delivery of the goods is to be made. "Consignor'' means the person named in the bill as the person from whom the goods have been received for shipment. "Goods" means merchandise or chattels in course of transportation, or which have been or are about to be transported. "Holder" or a bill means a person who has both actual possession of such bill and a right of property therein. "Order" means an order by indorsement on the bill. "Owner" does not include mortgagee or pledgee. "Person" includes a corporation or partnership or two or more persons having a joint or common interest. To "purchase" includes to take as mortgagee and to take as pledgee. "Purchaser' includes mortgagee and pledgee. "Value" is any consideration sufficient to support a simple contract. An antecedent or pre-existing obligation, whether for money, or not, constitutes value where a bill is taken either in satisfaction thereof or as security therefor. (2) A thing is done "in good faith," within the meaning of this Act, when it is in fact done honestly, whether it be done negligently or not. Sec. 54. The provisions of this Act do not apply to bills made and delivered prior to the taking effect thereof. Sec. 55. All Acts or parts of Acts inconsistent with this Act are hereby repealed. Sec. 56. This Act may be cited as the Uniform Bills of Lading Act. |