ORS Chapter 77

Chapter 77 — WarehouseReceipts, Bills of Lading and Other Documents of Title

2009 EDITION

DOCUMENTSOF TITLE

COMMERCIALTRANSACTIONS

GENERALPROVISIONS

77.1010 Shorttitle

77.1020 Definitionsand index of definitions

77.1030 Relationof chapter to treaty or statute

77.1040 Negotiableand nonnegotiable document of title

77.1050 Reissuancein alternative medium

77.1060 Controlof electronic document of title

WAREHOUSERECEIPTS: SPECIAL PROVISIONS

77.2010 Personthat may issue a warehouse receipt; storage under bond

77.2020 Formof warehouse receipt; effect of omission

77.2030 Liabilityfor nonreceipt or misdescription

77.2040 Dutyof care; contractual limitation of warehouse’s liability

77.2050 Titleunder warehouse receipt defeated in certain cases

77.2060 Terminationof storage at warehouse’s option

77.2070 Goodsmust be kept separate; fungible goods

77.2080 Alteredwarehouse receipts

77.2090 Lienof warehouse

77.2100 Enforcementof warehouse’s lien

BILLSOF LADING: SPECIAL PROVISIONS

77.3010 Liabilityfor nonreceipt or misdescription; said to contain; shipper’s weight, load andcount; improper handling

77.3020 Throughbills of lading and similar documents of title

77.3030 Diversion;reconsignment; change of instructions

77.3040 Billsof lading in a set

77.3050 Destinationbills

77.3060 Alteredbills of lading

77.3070 Lienof carrier

77.3080 Enforcementof carrier’s lien

77.3090 Dutyof care; contractual limitation of carrier’s liability

WAREHOUSERECEIPTS AND BILLS OF LADING: GENERAL OBLIGATIONS

77.4010 Irregularitiesin issue of receipt or bill or conduct of issuer

77.4020 Duplicatedocument of title; overissue

77.4030 Obligationof bailee to deliver; excuse

77.4040 Noliability for good faith delivery pursuant to document of title

WAREHOUSERECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER

77.5010 Formof negotiation and requirements of due negotiation

77.5020 Rightsacquired by due negotiation

77.5030 Documentof title to goods defeated in certain cases

77.5040 Rightsacquired in the absence of due negotiation; effect of diversion; stoppage ofdelivery

77.5050 Indorsernot a guarantor for other parties

77.5060 Deliverywithout indorsement; right to compel indorsement

77.5070 Warrantieson negotiation or delivery of document of title

77.5080 Warrantiesof collecting bank as to documents

77.5090 Adequatecompliance with commercial contract

WAREHOUSERECEIPTS AND BILLS OF LADING: MISCELLANEOUS PROVISIONS

77.6010 Lost,stolen or destroyed documents of title

77.6020 Judicialprocess against goods covered by negotiable document of title

77.6030 Conflictingclaims; interpleader

GENERALPROVISIONS

77.1010Short title.This chapter may be cited as Uniform Commercial Code–Documents of Title. [1961c.762 §77.1010]

77.1020Definitions and index of definitions. (1) In this chapter, unless the contextotherwise requires:

(a)“Bailee” means a person that by a warehouse receipt, bill of lading or otherdocument of title acknowledges possession of goods and contracts to deliverthem.

(b)“Carrier” means a person that issues a bill of lading.

(c)“Consignee” means a person named in a bill of lading to which or to whose orderthe bill promises delivery.

(d)“Consignor” means a person named in a bill of lading as the person from whichthe goods have been received for shipment.

(e)“Delivery order” means a record that contains an order to deliver goodsdirected to a warehouse, carrier or other person that in the ordinary course ofbusiness issues warehouse receipts or bills of lading.

(f)“Goods” means all things that are treated as movable for the purposes of acontract for storage or transportation.

(g)“Issuer” means a bailee that issues a document of title or, in the case of anunaccepted delivery order, the person that orders the possessor of goods todeliver. The term includes a person for which an agent or employee purports toact in issuing a document if the agent or employee has real or apparentauthority to issue documents, even if the issuer did not receive any goods, thegoods were misdescribed, or in any other respect the agent or employee violatedthe issuer’s instructions.

(h)“Person entitled under the document” means the holder, in the case of anegotiable document of title, or the person to which delivery of the goods isto be made by the terms of, or pursuant to instructions in a record under, anonnegotiable document of title.

(i)“Record” means information that is inscribed on a tangible medium or that isstored in an electronic or other medium and is retrievable in perceivable form.

(j)“Sign” means, with present intent to authenticate or adopt a record:

(A)To execute or adopt a tangible symbol; or

(B)To attach to or logically associate with the record an electronic sound, symbolor process.

(k)“Shipper” means a person that enters into a contract of transportation with acarrier.

(L)“Warehouse” means a person engaged in the business of storing goods for hire.

(2)Definitions in other chapters applying to this chapter and the sections in whichthey appear are:

(a)“Contract for sale,” as defined in ORS 72.1060.

(b)“Lessee in the ordinary course of business,” as defined in ORS 72A.1030.

(c)“Receipt” of goods, as defined in ORS 72.1030.

(3)In addition, ORS chapter 71 contains general definitions and principles ofconstruction and interpretation applicable throughout this chapter. [1961 c.726§77.1020; 2009 c.181 §50]

77.1030Relation of chapter to treaty or statute. (1) This chapter is subject toany treaty or statute of the United States or regulatory statute of this stateto the extent the treaty, statute or regulatory statute is applicable.

(2)This chapter does not modify or repeal any law prescribing the form or contentof a document of title or the services or facilities to be afforded by abailee, or otherwise regulating a bailee’s business in respects notspecifically treated in this chapter. However, violation of such a law does notaffect the status of a document of title that otherwise is within thedefinition of a document of title.

(3)This chapter modifies, limits and supersedes the federal Electronic Signaturesin Global and National Commerce Act, 15 U.S.C. 7001 et seq., except thatnothing in this chapter modifies, limits or supercedes 7001(c) of that Act orauthorizes electronic delivery of any of the notices described in section7003(b) of that Act.

(4)To the extent there is a conflict between the Uniform Electronic TransactionsAct and this chapter, this chapter governs. [1961 c.726 §77.1030; 2009 c.181 §51]

77.1040Negotiable and nonnegotiable document of title. (1) Except asotherwise provided in subsection (3) of this section, a document of title isnegotiable if by its terms the goods are to be delivered to bearer or to theorder of a named person.

(2)A document of title other than one described in subsection (1) of this sectionis nonnegotiable. A bill of lading that states that the goods are consigned toa named person is not made negotiable by a provision that the goods are to bedelivered only against an order in a record signed by the same or another namedperson.

(3)A document of title is nonnegotiable if, at the time it is issued, the documenthas a conspicuous legend, however expressed, that it is nonnegotiable. [1961c.726 §77.1040; 2009 c.181 §52]

77.1050Reissuance in alternative medium. (1) Upon request of a person entitledunder an electronic document of title, the issuer of the electronic documentmay issue a tangible document of title as a substitute for the electronicdocument if:

(a)The person entitled under the electronic document surrenders control of thedocument to the issuer; and

(b)The tangible document when issued contains a statement that it is issued insubstitution for the electronic document.

(2)Upon issuance of a tangible document of title in substitution for an electronicdocument of title in accordance with subsection (1) of this section:

(a)The electronic document ceases to have any effect or validity; and

(b)The person that procured issuance of the tangible document warrants to allsubsequent persons entitled under the tangible document that the warrantor wasa person entitled under the electronic document when the warrantor surrenderedcontrol of the electronic document to the issuer.

(3)Upon request of a person entitled under a tangible document of title, theissuer of the tangible document may issue an electronic document of title as asubstitute for the tangible document if:

(a)The person entitled under the tangible document surrenders possession of thedocument to the issuer; and

(b)The electronic document when issued contains a statement that it is issued insubstitution for the tangible document.

(4)Upon issuance of an electronic document of title in substitution for a tangibledocument of title in accordance with subsection (3) of this section:

(a)The tangible document ceases to have any effect or validity; and

(b)The person that procured issuance of the electronic document warrants to allsubsequent persons entitled under the electronic document that the warrantorwas a person entitled under the tangible document when the warrantorsurrendered possession of the tangible document to the issuer. [1961 c.726 §77.1050;2009 c.181 §53]

77.1060Control of electronic document of title. (1) A person has control of anelectronic document of title if a system employed for evidencing the transferof interests in the electronic document reliably establishes that person as theperson to which the electronic document was issued or transferred.

(2)A system satisfies subsection (1) of this section, and a person is deemed tohave control of an electronic document of title, if the document is created,stored and assigned in such a manner that:

(a)A single authoritative copy of the document exists which is unique, identifiableand, except as otherwise provided in paragraphs (d), (e) and (f) of thissubsection, unalterable;

(b)The authoritative copy identifies the person asserting control as:

(A)The person to which the document was issued; or

(B)If the authoritative copy indicates that the document has been transferred, theperson to which the document was most recently transferred;

(c)The authoritative copy is communicated to and maintained by the personasserting control or a designated custodian;

(d)Copies or amendments that add or change an identified assignee of theauthoritative copy can be made only with the consent of the person assertingcontrol;

(e)Each copy of the authoritative copy and any copy of a copy is readilyidentifiable as a copy that is not the authoritative copy; and

(f)Any amendment of the authoritative copy is readily identifiable as authorizedor unauthorized. [2009 c.181 §54]

Note: 77.1060 wasenacted into law by the Legislative Assembly but was not added to or made apart of ORS chapter 77 or any series therein by legislative action. See Prefaceto Oregon Revised Statutes for further explanation.

WAREHOUSERECEIPTS: SPECIAL PROVISIONS

77.2010Person that may issue a warehouse receipt; storage under bond. (1) A warehousereceipt may be issued by any warehouse.

(2)If goods, including distilled spirits and agricultural commodities, are storedunder a statute requiring a bond against withdrawal or a license for theissuance of receipts in the nature of warehouse receipts, a receipt issued forthe goods is deemed to be a warehouse receipt even if issued by a person thatis the owner of the goods and is not a warehouse. [1961 c.726 §77.2010; 2009c.181 §55]

77.2020Form of warehouse receipt; effect of omission. (1) A warehousereceipt need not be in any particular form.

(2)Unless a warehouse receipt provides for each of the following, the warehouse isliable for damages caused to a person injured by its omission:

(a)A statement of the location of the warehouse facility where the goods arestored;

(b)The date of issue of the receipt;

(c)The unique identification code of the receipt;

(d)A statement whether the goods received will be delivered to the bearer, to anamed person, or to a named person or its order;

(e)The rate of storage and handling charges, unless goods are stored under a fieldwarehousing arrangement, in which case a statement of that fact is sufficienton a nonnegotiable receipt;

(f)A description of the goods or the packages containing them;

(g)The signature of the warehouse or its agent;

(h)If the receipt is issued for goods that the warehouse owns, either solely,jointly or in common with others, a statement of the fact of that ownership;and

(i)A statement of the amount of advances made and of liabilities incurred forwhich the warehouse claims a lien or security interest, unless the preciseamount of advances made or of liabilities incurred, at the time of the issue ofthe receipt, is unknown to the warehouse or to its agent that issued thereceipt, in which case a statement of the fact that advances have been made orliabilities incurred and the purpose of the advances or liabilities issufficient.

(3)A warehouse may insert in its receipt any terms that are not contrary to theUniform Commercial Code and do not impair its obligation of delivery under ORS77.4030 or its duty of care under ORS 77.2040. Any contrary provision isineffective. [1961 c.726 §77.2020; 2009 c.181 §56]

77.2030Liability for nonreceipt or misdescription. A party to or purchaser forvalue in good faith of a document of title, other than a bill of lading, thatrelies upon the description of the goods in the document may recover from theissuer damages caused by the nonreceipt or misdescription of the goods, exceptto the extent that:

(1)The document conspicuously indicates that the issuer does not know whether allor part of the goods in fact were received or conform to the description, suchas a case in which the description is in terms of marks or labels or kind,quantity or condition, or the receipt or description is qualified by “contents,condition and quality unknown,” “said to contain” or words of similar import,if the indication is true; or

(2)The party or purchaser otherwise has notice of the nonreceipt or misdescription.[1961 c.726 §77.2030; 2009 c.181 §57]

77.2040Duty of care; contractual limitation of warehouse’s liability. (1) A warehouseis liable for damages for loss of or injury to the goods caused by its failureto exercise care with regard to the goods that a reasonably careful personwould exercise under similar circumstances. Unless otherwise agreed, thewarehouse is not liable for damages that could not have been avoided by theexercise of that care.

(2)Damages may be limited by a term in the warehouse receipt or storage agreementlimiting the amount of liability in case of loss or damage beyond which thewarehouse is not liable. Such a limitation is not effective with respect to thewarehouse’s liability for conversion to its own use. On request of the bailorin a record at the time of signing the storage agreement or within a reasonabletime after receipt of the warehouse receipt, the warehouse’s liability may beincreased on part or all of the goods covered by the storage agreement orwarehouse receipt. In this event, increased rates may be charged based on anincreased valuation of the goods.

(3)Reasonable provisions as to the time and manner of presenting claims andcommencing actions based on the bailment may be included in the warehousereceipt or storage agreement.