Required Contents of Warehouse Receipts
- Must state location of the warehouse, date of issue, consecutive receipt number.
- Must specify if goods will be delivered to bearer, specified person, or order.
- Must include storage charge rates, description of goods or packages.
- Must bear warehouseman’s signature or authorized agent’s signature.
- If warehouseman owns the goods, receipt must state ownership.
- Must list advances or liabilities for which a lien is claimed, or state if unknown.
- Warehouseman liable for damages caused by omissions in required terms.
Additional Terms in Receipts
- Warehouseman may include extra terms if not contrary to law or impairing duty of care.
Definition of Non-Negotiable and Negotiable Receipts
- Non-negotiable: Goods delivered only to depositor or specific person.
- Negotiable: Goods deliverable to bearer or to order named in receipt.
- Any clause declaring negotiable receipt non-negotiable void.
Marking Duplicates and Non-Negotiable Receipts
- Duplicate negotiable receipts must be marked "Duplicate" except original.
- Failure to mark duplicates results in liability for damages.
- Non-negotiable receipts must be plainly marked "nonnegotiable" or "not negotiable".
- Failure to mark non-negotiable receipt allows holder who purchased for value to treat it as negotiable.
Warehouseman’s Obligation to Deliver Goods
- Must deliver goods on demand accompanied by offer to satisfy lien, surrender negotiable receipt with indorsements, and readiness to acknowledge delivery.
- Warehouseman bears burden to prove lawful excuse for refusal.
Justification and Liability in Deliveries
- Justified to deliver to lawful possessor, authorized agent, or holder of negotiable receipt with proper indorsement.
- Liable as for conversion if delivering goods to unauthorized parties.
- Liability extends if requested not to deliver or informed of wrongful delivery.
Cancellation and Marking of Receipts upon Delivery
- Negotiable receipts must be canceled upon delivery or warehouseman liable for failure to deliver to purchaser for value.
- Partial delivery requires cancellation or marking stating what goods delivered, else liability arises.
Altered and Lost Receipts
- Alterations excusing warehouseman only if material and fraudulent.
- Authorized or immaterial alterations bind warehouseman.
- Lost/destroyed negotiable receipts: court may order delivery upon bond and proof.
- Delivery under court order does not relieve liability to bona fide purchasers without notice.
Effect of Duplicate Receipts
- Duplicate receipt is warranty of accurate copy but imposes no other liability.
Warehouseman’s Title and Claims
- Warehouseman’s own title or possession rights do not excuse refusal to deliver except when derived from depositor or lien.
- Warehouseman may require interpleader in case of multiple claimants.
- Excused from liability while ascertaining validity of adverse claims.
- Adverse title is not a defense against depositor’s claim except as provided.
Liability for Goods Description and Care
- Warehouseman liable if goods do not exist or differ from receipt description at issuance.
- Statements of marks or depositor’s description do not create liability if true.
- Liable for loss or injury from failure to exercise reasonable care.
- Not liable for unavoidable loss despite care unless agreed otherwise.
Handling of Fungible and Commingled Goods
- Goods of other depositors and separately receipted goods must be kept separate for identification.
- Fungible goods may be commingled if authorized; ownership of mass held in common.
- Warehouseman liable for care and redelivery of each depositor’s share.
Protection of Goods with Negotiable Receipts
- Goods with negotiable receipts cannot be attached or levied upon without surrender or court injunction of the receipt.
- Warehouseman not compelled to deliver goods without receipt surrendered or impounded.
- Creditors can seek injunction or attachment of negotiable receipts under court aid.
Warehouseman’s Lien
- Lien covers lawful storage, preservation charges, advances, interest, insurance, transportation, labor, weighing, coopering, notice, advertisement, and sale expenses.
- Lien attaches on goods of liable debtor including goods deposited by debtor in possession of others.
- Lien lost if warehouseman surrenders possession or refuses delivery unlawfully.
- Charges other than storage must be enumerated in negotiable receipts to claim lien.
- Warehouseman may refuse delivery until lien satisfied.
- Lien does not exclude other legal remedies for collection.
Enforcement and Satisfaction of Liens
- Written notice with claim details, goods description, payment demand, and sale threat must be given before sale.
- Sale held publicly with advertisement unless goods are perishable or hazardous.
- Sale proceeds pay lien and expenses; balance returned to owner or entitled person.
- Perishable or hazardous goods may be sold or disposed without advertisement after notice.
- Other lien enforcement remedies preserved.
- After lawful sale or disposition, warehouseman not liable for failure to deliver.
Negotiation and Transfer of Receipts
- Negotiation of negotiable receipts by delivery or indorsement.
- Delivery negotiation applies when goods are deliverable to bearer or to order and indorsement in blank or to bearer given.
- Indorsement may be blank, to bearer, or to specified person; subsequent indorsements permitted.
- Non-negotiable receipts transferred by delivery but not negotiated; indorsement gives no extra rights.
- Only owner or person entrusted with custody may negotiate receipts.
Rights of Holders and Transferees
- Holder of negotiated receipt obtains good faith purchaser’s title and direct warehouseman obligation.
- Transferee of non-negotiable receipt gains title against transferor and, upon notifying warehouseman, right against warehouseman.
- Prior to notification, title may be defeated by creditor’s levy or subsequent transfer.
- Transferee of negotiable receipt transferred without indorsement may compel indorsement.
- Transfer by indorsement or delivery includes warranties of genuineness, right to transfer, knowledge of no impairing facts, and merchantability.
- Indorser not guarantor of warehouseman’s or predecessors’ performance.
- Payment acceptance by security holder does not imply warranty of receipt or goods.
- Negotiation valid despite prior breach of duty, fraud, mistake, or duress if transferee paid in good faith.
- Subsequent negotiation of receipt by person retaining possession authorized where purchaser acts in good faith.
- Negotiation extinguishes vendor’s lien or stoppage in transitu; warehouseman not obliged to deliver without cancellation of receipt.
Criminal Offenses and Penalties
- Issuing receipt without actual goods or control: imprisonment up to 5 years and/or fine up to 10,000 pesos.
- Fraudulent receipt issuance with false statements: imprisonment up to 1 year and/or fine up to 2,000 pesos.
- Issuing unmarked duplicate negotiable receipts: imprisonment up to 5 years and/or fine up to 10,000 pesos.
- Failure to state warehouseman’s ownership of goods on negotiable receipts: imprisonment up to 1 year and/or fine up to 2,000 pesos.
- Delivering goods without obtaining negotiable receipt while one outstanding: imprisonment up to 1 year and/or fine up to 2,000 pesos.
- Negotiating receipt for goods without title or liens with intent to deceive: imprisonment up to 1 year and/or fine up to 2,000 pesos.
Interpretation, Definitions, and Application
- Cases not covered by Act governed by existing laws or law merchant.
- Definitions provided for key terms: action, delivery, fungible goods, goods, holder, order, owner, person, purchase, purchaser, receipt, value, warehouseman, good faith.
- Act applies only to receipts issued after its effectivity.
- Repeals inconsistent laws.
- Act takes effect ninety days after publication.