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CHAPTER 810 UNIFORM COMMERCIAL CODE
Warehouse Receipts and Bills of Lading: Negotiation and Transfer
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(810 ILCS 5/Art.
7 Pt. 5 heading)
PART
5. WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION
AND TRANSFER
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(810 ILCS 5/7-501) (from Ch. 26,
par. 7-501)
Sec. 7-501. Form of negotiation
and requirements of "due negotiation".
(1) A negotiable document of title
running to the order of a named person is negotiated by his indorsement
and delivery. After his indorsement in blank or to bearer any
person can negotiate it by delivery alone.
(2) (a) A negotiable document of
title is also negotiated by delivery alone when by its original
terms it runs to bearer;
(b) when
a document running to the order of a named person is delivered
to him the effect is the same as if the document had been negotiated.
(3) Negotiation of a negotiable
document of title after it has been indorsed to a specified person
requires indorsement by the special indorsee as well as delivery.
(4) A negotiable document of title
is "duly negotiated" when it is negotiated in the manner
stated in this Section to a holder who purchases it in good faith
without notice of any defense against or claim to it on the part
of any person and for value, unless it is established that the
negotiation is not in the regular course of business or financing
or involves receiving the document in settlement or payment of
a money obligation.
(5) Indorsement of a non-negotiable
document neither makes it negotiable nor adds to the transferee's
rights.
(6) The naming in a negotiable
bill of a person to be notified of the arrival of the goods does
not limit the negotiability of the bill nor constitute notice
to a purchaser thereof of any interest of such person in the
goods.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/7-502) (from Ch. 26,
par. 7-502)
Sec. 7-502. Rights acquired
by due negotiation.
(1) Subject to the following section
and to the provisions of Section 7--205 on fungible
goods, a holder to whom a negotiable document of title has been
duly negotiated acquires thereby:
(a) title
to the document;
(b) title
to the goods;
(c) all
rights accruing under the law of agency or estoppel, including
rights to goods delivered to the bailee after the document was
issued; and
(d) the
direct obligation of the issuer to hold or deliver the goods
according to the terms of the document free of any defense or
claim by him except those arising under the terms of the document
or under this Article. In the case of a delivery order the bailee's
obligation accrues only upon acceptance and the obligation acquired
by the holder is that the issuer and any indorser will procure
the acceptance of the bailee.
(2) Subject to the following section,
title and rights so acquired are not defeated by any stoppage
of the goods represented by the document or by surrender of such
goods by the bailee, and are not impaired even though the negotiation
or any prior negotiation constituted a breach of duty or even
though any person has been deprived of possession of the document
by misrepresentation, fraud, accident, mistake, duress, loss,
theft or conversion, or even though a previous sale or other
transfer of the goods or document has been made to a third person.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/7-503) (from Ch. 26,
par. 7-503)
Sec. 7-503. Document of title
to goods defeated in certain cases.
(1) A document of title confers
no right in goods against a person who before issuance of the
document had a legal interest or a perfected security interest
in them and who neither
(a) delivered
or entrusted them or any document of
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title covering them to the bailor or
his nominee with actual or apparent authority to
ship, store, or sell with power to obtain delivery
under this Article (Section 7--403)
or with power of disposition under this Act (Sections
2--403 and 9-320) or other statute
or rule of law; nor
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(b)
acquiesced in the procurement by the bailor or
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his nominee of any document of title.
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(2) Title to goods
based upon an unaccepted delivery order is subject to the
rights of anyone to whom a negotiable warehouse receipt
or bill of lading covering the goods has been duly negotiated.
Such a title may be defeated under the next section to
the same extent as the right of the issuer or a transferee
from the issuer.
(3) Title to goods based upon a
bill of lading issued to a freight forwarder is subject to the
rights of anyone to whom a bill issued by the freight forwarder
is duly negotiated; but delivery by the carrier in accordance with
Part 4 of this Article pursuant to its own bill of lading discharges
the carrier's obligation to deliver.
(Source: P.A. 91-893, eff. 7-1-01.)
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(810 ILCS 5/7-504) (from Ch. 26,
par. 7-504)
Sec. 7-504. Rights acquired
in the absence of due negotiation; effect of diversion; seller's
stoppage of delivery.
(1) A transferee of a document,
whether negotiable or non-negotiable, to whom the document
has been delivered but not duly negotiated, acquires the title
and rights which his transferor had or had actual authority to
convey.
(2) In the case of a non-negotiable
document, until but not after the bailee receives notification
of the transfer, the rights of the transferee may be defeated
(a) by
those creditors of the transferor who could treat the sale as
void under Section 2--402; or
(b) by
a buyer from the transferor in ordinary course of business if
the bailee has delivered the goods to the buyer or received notification
of his rights; or
(c) as
against the bailee by good faith dealings of the bailee with
the transferor.
(3) A diversion or other change
of shipping instructions by the consignor in a non-negotiable
bill of lading which causes the bailee not to deliver to the
consignee defeats the consignee's title to the goods if they
have been delivered to a buyer in ordinary course of business
and in any event defeats the consignee's rights against the bailee.
(4) Delivery pursuant to a non-negotiable
document may be stopped by a seller under Section 2--705,
and subject to the requirement of due notification there provided.
A bailee honoring the seller's instructions is entitled to be
indemnified by the seller against any resulting loss or expense.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/7-505) (from Ch. 26,
par. 7-505)
Sec. 7-505. Indorser not
a guarantor for other parties.
The indorsement of a document of
title issued by a bailee does not make the indorser liable for
any default by the bailee or by previous indorsers.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/7-506) (from Ch. 26, par. 7-506)
Sec. 7-506. Delivery without
indorsement: right to compel indorsement.
The transferee of a negotiable
document of title has a specifically enforceable right to have
his transferor supply any necessary indorsement but the transfer
becomes a negotiation only as of the time the indorsement is
supplied.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/7-507) (from Ch. 26, par. 7-507)
Sec. 7-507. Warranties on
negotiation or transfer of receipt or bill.
Where a person negotiates or transfers
a document of title for value otherwise than as a mere intermediary
under the next following section, then unless otherwise agreed
he warrants to his immediate purchaser only in addition to any
warranty made in selling the goods
(a) that
the document is genuine; and
(b) that
he has no knowledge of any fact which would impair its validity
or worth; and
(c) that
his negotiation or transfer is rightful and fully effective with
respect to the title to the document and the goods it represents.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/7-508) (from Ch. 26,
par. 7-508)
Sec. 7-508. Warranties of
collecting bank as to documents.
A collecting bank or other intermediary
known to be entrusted with documents on behalf of another or
with collection of a draft or other claim against delivery of
documents warrants by such delivery of the documents only its
own good faith and authority. This rule applies even though the
intermediary has purchased or made advances against the claim
or draft to be collected.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/7-509) (from Ch. 26,
par. 7-509)
Sec. 7-509. Receipt or bill:
when adequate compliance with commercial contract.
The question whether a document
is adequate to fulfill the obligations of a contract for sale
or the conditions of a credit is governed by the Articles on
Sales (Article 2) and on Letters of Credit (Article 5).
(Source: Laws 1961, p. 2101.)
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