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Notes On Warehouse Receipts
Notes On Warehouse Receipts
2137)
Feb 05, 1912
WAREHOUSEMAN a person lawfully engaged in the business of storing goods for profit.
- One who receives and stores goods of another for( storage) and for compensation
( collects fees in connection thereof
- - the fact that the deposits were made free of charge does not detract from liability of
the law. ( esp if warehouseman induced the depositor to deposit his palay free of
charge to promote his business and attract other depositor. ( Gonzales v Go tiong, 104
Phil 492
-
Correlated laws: 706-718 Code of Commerce ( Bill of Lading), Arts 1507-1520 of Civil Code
( Docs of Title), Art. 1636 of Civil Code
1. Person lawfully entitled to the possession of the goods, or his agent
2. Person who either himself entitled to delivery by the terms of the non-negotiable receipt
issued for the goods, or who has written authority from the person so entitled either
endorsed upon the receipt or written on another paper
3. Person in possession of a negotiable receipt by the terms of which the goods are
deliverable to him or order, or to bearer, or which has been indorsed to him or in blank by
the person to whom delivery was promised by the terms of the receipt or by his mediate or
immediate indorser
WAREHOUSEMANS LIABILITY FOR MISDELIVERY
> Where a warehouseman delivers the goods to one who is not in fact lawfully entitled to the
possession of them, he shall be liable for conversion/estafa to all having a right of property or
possession in the goods if he delivered the goods otherwise than as authorized
> And though he delivered the goods as authorized he shall be so liable if prior to such delivery
he had either
o Been requested, by or on behalf of the person lawfully entitled to a right of
property or possession in the goods, not to make such delivery
o Had information that the delivery about to be made was to one not lawfully
entitled to the possession of the goods
WHAT IS CONVERSION?
> Unauthorized assumption and exercise of the right of ownership over goods belonging
to another through the alteration of their condition or the exclusion of the owners right
NEGOTIABLE RECEIPTS MUST BE CANCELLED OR MARKED WHEN GOODS
DELIVERED OR WHEN PART OF IT IS DELIVERED. FAILURE TO DO SO
WILL MAKE THE WAREHOUSEMAN LIABLE
> The warehouseman is liable to any one who purchases for value in good faith such receipt,
for failure to deliver the goods to him, whether such purchaser acquired title to the receipt
before or after the delivery of the goods by the warehouseman
EFFECT OF ALTERATION ON LIABILITY OF WAREHOUSEMAN ( Sec. 13)
1. immaterial Alterationliable according to its original tenor
2. authorized Alteration— liable according to the terms of the receipt as altered
3. unauthorized alteration but w/o fraudulent intent/innocently madethe warehouseman is
liable on the altered receipt according to its original tenor
4. Material alteration fraudulently madewarehouseman is liable according to the
original tenor of the receipt to a purchaser of the receipt for value without notice, but will
exempt im from any other liability to the alterer and subsequent purchasers with notice
NOTA BENE: it is clear that even a fraudulent alteration cannot divest the title of the
owner of stored goods and the warehouseman is, therefore, liable to return them to
the owner.
But a bona fide holder acquires no right to the goods under a negotiable receipt
which has been lost or stolen or to which the endorsement of the depositor has been
forged.
e.g.
W issued a negotiable WR to A or order for goods deposited w/ W. X stole the WR and
negotiated it to B ( buyer in good faith and for value)by forging As signature. If W delivered the
goods to A without asking for the surrender of the goods, will he be liable to B?
ANSWER: NO. A this/forgery does not transfer title/ the right to the possession of the
goods to a purchaser even if in good faith and for value, ( Nemo dat qud non habet) although W
is obligated under the law to demand the surrender of the NWR for its cancellation.
LOST OR DESTROYED RECEIPTS
> The court may order the delivery of the goods upon satisfactory proof of such loss or
destruction and upon the giving of a bond with sufficient sureties to be approved by the court to
protect the warehouseman from any liability or expense, which he or any person injured by such
delivery may incur by reason of the original receipt remaining outstanding
> The court may also in its discretion order the payment of the warehousemans reasonable costs
and counsel fees
> The order of the court shall not relieve the warehouseman from liability to a person to
whom the negotiable receipt has been or shall be negotiated for value without notice of the
proceedings or of the delivery of the goods (order of court not relieve the WM to a person not
notified of the proceedings)
LIABILITY OF WAREHOUSEMAN AS TO DUPLICATEHE WARRANTS
1. That the duplicate is an accurate copy of the original receipt
2. Such original receipt is uncancelled at the date of the issue of the duplicate
WAREHOUSEMAN CANNOT SET UP TITLE IN HIMSELF
> The warehouseman cannot refuse to deliver the goods on the ground that he has acquired
title or right to the possession of the same unless such title or right is derived
o Directly or indirectly from a transfer made by the depositor at the time of the deposit
for storage or subsequent thereto
o From the warehousemans lien
INTERPLEADER OF ADVERSE CLAIMANTS
> If more than one person claims the title or possession of the goods, the warehouseman
may, either as a defense to an action brought against him for non-delivery of the goods, or
as an original suit, whichever is appropriate, require all known claimants to interplead
e.g.
A,B AND C are all claiming title and possession over the goods deposited to W. what
should he do?
Answer: He shld ascertain the validity of the adverse claim or to bring legal proceedings
to compel all complaints to interplead w/n reasonable time. ( sec 18). W shall be excused from
liability for refusing to deliver the goods, either to the depositor or person
claiming under him or to the adverse claimant, until the warehouseman has had a
reasonable time to ascertain the validity of the adverse claim or to bring legal proceedings to
compel all claimants to interplead .
A. BY DELIVERY:
1. Where by the terms of the receipt, the warehouseman undertakes to deliver the goods to
the bearer
2. Where by the terms of the receipt, the warehouseman undertakes to deliver the goods to
the order of a specified person, and such person or a subsequent indorsee of the receipt has
indorsed it in blank or to bearer
NOTE: A bearer WR is not always a bearer document in the sense that a special indorsement has
the effect fo converting the bearer instrument into an order instrument.
e.g. A delivered a bearer WR to B. upon receipt thereof, B specially indorsed it to C. to
negotiate the instrument further, C has to indorse it to effect negotiation.
B. BY INDORSEMENT ( the goods are to be delivered to the order of the person named therein)
1. If indorsed in blank or to bearer, the document becomes negotiable by delivery
2. If indorsed to a specified person, it may be again negotiated by the indorsement of
such person in blank, to bearer or to another specified person. Delivery alone isnt sufficient.
EFFECTS OF NEGOTIATION OF WR
- it has the effect of manual delivery so as to constitute the transferee the owner of the
goods. Negotiation carries with it both the title to and possession of the property.
( Phil Trust Co. vs National Bank, 42 Phil 413, 1922)
a) acquires title to the goods
b) direct obligation of W to hold possession of the goods for him accdg to the terms
of the receipt as if the W had contracted directly with him.
E.G.
1) A deposited 1000 cavans of rice in the warehouse of W who issued a NWR payable to
A or bearer. A entrusted the receipt to his secretary X, who in turn delivered the receipt to C, a
purchaser in good faith and for value, in exchange foe money which he used to pay off his debt.
Who has better title to the goods? C has better title. The WR is a bearer receipt hence
whoever is in possession of it has title over the property covered by the receipt. The W has direct
obligation to hold the goods for the bearer.
. 2) A stole goods from B and deposited them with W for w/c a NWR was issued. A
negotiated it to C, a purchaser for value and in good faith. W, upon being informed of the theft
and upon demand, delivered the goods to B w/o asking for the surrender of the receipt. Is W
liable to C?
Answer. NO. The W would only be liable for his failure to deliver the goods to C if the
negotiation would transfer the right to possession of the goods. The nego by A to C did not
transfer such rt of posseesion the goods having been stolen by A. C acquired no title from A.
3) A deposited certain goods with W for which a NWR deliverable to bearer was issued.
The receipt was stolen by B who delivered it to C who is a purchaser for value and in good faith.
Is the W liable to C?
- YES, C is a bonafide transferee protected under secs 40 and 47 of WRL.
NOTE: if the receipt is an order instrument, it wld be necessary for B to forge the
signature of A in order to completely negotiate the instrument. Hence, the transfer wld be
inoperative as it is based on a forged indorsement.
e.g. On Jan 1, 1990, A delivered 1000 cavans to W warehouse and issued a NNWR. On Jan
15, 1990, A transferred for value the receipt to B. Meanwhile, C obtained a judgment against
A for unpaid debt. A writ of execution followed and the goods were levied. What should the
W do?
Answer: The W must honor the writ. The NNWR does not confer upon the transferee the
direct obligation of the W. prior to the notice to the W, the right of the transferee may be
defeated by a writ validly issued by a comptent court.
INDORSER, NOT A GUARANTOR
> The indorsement of a receipt doesnt make the indorser liable for any failure on the part
of the warehouseman or previous indorser of the receipt to fulfill their respective
obligations
e.g. A deposited to W 1000 cavans of rice. A sells and indorse the NWR to B. if W refused to
deliver the goods to B, will A B liable?
Answer: NO. He does not warrant that the W will perform his obligation
e.g. A purchased from B 1000 cavans of rice on credit. A deposited the rice with W and a NWR
was issued. A negotiated the receipt to C, a purchaser in good faith and for value.
a) Who has a better right? C. under sec 49, where a NWR has been issued for goods, no
sellers lien or right of stoppage in transit shall dfeat the rts of any purchaser for value
in good faith to whom such receipt ha been negotiated.
b) When can the W be obliged to deliver the goods to the unpaid seller?
-when he has validly surrendered the receipt for cancellation. This means the unpaid
seller has validly acquired the receipt from the holder for value.