to communicate with the agent or agents having actual possession or control of the goods.95

Section 33. [INDORSEMENT OF ORDER BILL MAY BE COMPELLED IF TRANSFERRED WITHOUT.] That where an order bill is transferred for value by delivery, and the indorsement of the transferor is essential for negotiation, the transferee acquires a right against the transferor to compel him to indorse the bill, unless a contrary intention appears. The negotiation shall take effect as of the time when the indorsement is actually made. This obligation may be specifically enforced.86

§ 1129. Warranties on negotiation or transfer of bill of lading. Section 34. [WARRANTIES IMPLIED ON NEGOTIATION OR TRANSFER OF BILL.] That a person who negotiates or transfers for value a bill by indorsement or delivery, unless a contrary intention appears, warrants—

(a) That the bill is genuine;

(b) That he has a legal right to transfer it;

(c) That he has knowledge of no fact which would impair the validity or worth of the bill;

(d) That he has a right to transfer the title to the goods, and that the goods are merchantable of fit for a particular purpose whenever such warranties would have been implied if the contract of the parties had been to transfer without a bill the goods represented thereby.87

Section 35. [INDORSER IS NOT LIABLE FOR DEFAULT OF PREVIOUS INDORSER OR CARRIER.] That the indorsement of a bill shall not make the indorser liable for any failure on the part of the carrier or previous indorsers of the bill to fulfill their respective obligations.88

Section 36. [PLEDGEE OF BILL WHO RECEIVES PAYMENT OF HIS CLAIM DOES NOT WARRANT VALIDITY OF BILL OR CHARACTER OF THE GOODS.] That a mortgagee or pledgee or other holder of a bill for security who in good faith demands or receives payment of the debt for which such bill is security, whether from a party to a 85 See Williston on Sales, § 427. 87 See Williston on Sales, § 431. 86 See Williston on Sales, § 429. 88 See Williston on Sales, § 433.

draft drawn for such debt or from any other person, shall not be deemed by so doing to represent or warrant the genuineness of such bill or the quantity or quality of the goods therein described.89

§ 1130. Bona fide purchaser protected in spite of defects in the title of his vendor.

Section 37.-[WHEN TITLE OF INNOCENT PURCHASER TO ORDER BILL NOT IMPAIRED.] That the validity of the negotiation of a bill is not impaired by the fact that such negotiation was a breach of duty on the part of the person making the negotiation, or by the fact that the owner of the bill was deprived of the possession of the same by fraud, accident, mistake, duress, loss, theft, or conversion, if the person to whom the bill was negotiated, or a person to whom the bill was subsequently negotiated, gave value there for in good faith, without notice of the breach of duty, or fraud, accident, mistake, duress, loss, theft, or conversion.

Section 38. [A SELLER OR PLEDGOR IN POSSESSION OF ORDER BILL MAY EFFECTIVELY NEGOTIATE.] That where a person, having sold, mortgaged, or pledged goods which are in a carrier's possession and for which an order bill has been issued, or having sold, mortgaged, or pledged the order bill representing such goods, continues in possession of the order bill, the subsequent negotiation thereof by that person under any sale, pledge, or other disposition thereof to any person receiving the same in good faith, for value and without notice of the previous sale, shall have the same effect as if the first purchaser of the goods or bill had expressly authorized the subsequent negotiation.

§ 1131. What encumbrances on goods can be asserted against the holder of an order bill of lading; criminal offenses.

Section 39. [LIEN OF SELLER OF GOODS OR OF STOPPAGE IN TRANSITU BY CONSIGNOR CANNOT BE ASSERTED AGAINST PURCHASER OF ORDER BILL] That where an order bill has been issued for goods no seller's

89 See Williston on Sales, § 435.

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 negotiation 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.

Section 40. [WHAT LIENS ARE VALID AGAINST HOLDER OF ORDER BILL.] That, except as provided in section thirty-nine, nothing in this Act shall limit the rights and remedies of a mortgagee or of a mortgagee or lien holder 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.

Section 41. [CRIMINAL OFFENSES.] That any person who, knowingly or with intent to defraud, falsely makes, alters, forges, counterfeits, prints or photographs any bill of lading purporting to represent goods received for shipment among the several States, or with foreign nations, or with like intent utters or publishes as true and genuine any such falsely uttered, forged, counterfeited, falsely printed or photographed bill of lading, knowing it to be falsely altered, forged, counterfeited, falsely printed or photographed, or aids in making, altering, forging, counterfeiting, printing or photographing, or uttering or publishing the same, or issues or aids in issuing or procuring the issue of, or negotiates or transfers for value a bill which contains a false statement as to the receipt of the goods, or as to any other matter, or who, with intent to defraud, violates, or fails to comply with, or aids in any violation of, or failure to comply with any provision of this Act, shall be guilty of a misdemeanor, and, upon conviction, shall be punished for each offense by imprisonment not exceeding five years, or by a fine not exceeding $5,000, or both.90

90 This section has been,held constitutional though the forged bill in

question related to no actual shipment. United States v. Ferger

§ 1132. Definitions, etc.

Section 42. [DEFINITIONS OF TERMS.] First. That in this Act, unless the context of subject-matter otherwise requires

"Action" includes counterclaim, set-off, and suit in equity. "Bill" means bill of lading governed by this Act.

"Consignee

means the person named in the bill as the person to whom delivery of the goods is to be made.

99 Consignor means the person named in the bill as the person from whom the goods have been received for ship

ment.

"Goods" means merchandise or chattels in course of transportation or which have been or are about to be transported.

"Holder" of 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. "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.

"State" includes any Territory, District, insular possession, or isthmian possession.91

§ 1133. Final sections.

Section 43. [THIS ACT NOT APPLICABLE TO OUTSTANDING BILLS.] That the provisions of this Act do not apply to bills made and delivered prior to the taking effect thereof.

Section 44.-[IF PARTS ARE DECLARED UNCONSTI

250, U. S. 199, 207, 39 S. Ct. 445, 447.

91 The definition of "State" is not in the Uniform State Law, which contains, however, the following definitions which are not included in the Federal Act.

"Owner" does not include mortgagee or pledgee.

"Purchaser" and pledgee.

includes mortgagee

"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.

TUTIONAL OTHER PARTS STAND.] That the provisions and each part thereof and the sections and each part thereof of this Act are independent and severable, and the declaring of any provision or part thereof, or provisions or part thereof, or section or part thereof, or sections or part thereof, unconstitutional shall not impair or render unconstitutional any other provision or part thereof or section or part thereof.9% Section 45. [TIME WHEN THE ACT TAKES EFFECT.] That this Act shall take effect and be in force on and after the first day of January next after its passage.

§ 1134. Additional provisions in state law.

Three sections of the Uniform State Law which were not re-enacted in the Federal Statute are here appended.

Section 10.-[ACCEPTANCE OF BILL INDICATES ASSENT TO ITS TERMS.] Except as otherwise provided in this act, where a consignor receives a bill and makes no objection to its terms or conditions at the time he receives it, neither the consignor nor any person who accepts delivery of the goods, nor any person who seeks to enforce any provision of the bill, shall be allowed to deny that he is bound by such terms and conditions, so far as they are not contrary to law or public policy.93

Section 40. [FORM OF THE BILL AS INDICATING RIGHTS OF BUYER AND SELLER.] Where goods are shipped by the consignor in accordance with 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.

92 This section is not in the Uniform State Law.

93 See supra, § 90b, for the common law upon this section.