Negotiable Instruments Compared. In a negotiable instrument the transferee gets an absolute title, while the indorsement of the bill of lading can give no better right to the goods than the indorser himself had. "As to the rule that a bona fide purchaser of a lost or stolen bill or note is not bound to look beyond the instrument, it has no application to the case of a lost or stolen bill of lading. The purchaser of a bill of lading who has reason to believe that his vendor was not the owner thereof, or that it was held to secure an outstanding draft, is not a bona fide purchaser nor entitled to hold the merchandise carried by the bill against the true owner.'

Stoppage in Transitu. This is the right which the consignor or vendor has to prevent his property passing into the hands of the consignee, who may have failed subsequently to the shipment of the goods by the consignor. This right exists in the vendor while the consignee retains the bill of lading, but if he were to transfer this bill of lading to a bona fide holder for value, this right is at an end. With the exception of the right of transfer and indorsement which is given by statutes generally, bills of lading do not resemble negotiable instruments in any wise. The bill of lading is merely a symbol of property and, generally speaking, its transfer will have the same effect as the transfer of property itself.

WAREHOUSE RECEIPTS

"During the last fifty years grain of all

kinds has been handled by merchants in bulk; and, for the more convenient transportation and transfer of the same, it is kept in bulk in public warehouses, called elevators, where all the grain received is stored in large bins according to quality, and irrespective to any prior ownership. Upon receiving the grain, the warehouseman or elevator company issues documents, in which the receipt of a certain quantity of grain of a certain quality and kind is acknowledged, and the promise is made to deliver it to the order of the depositor. These warehouse receipts are taken by the depositor or the exchanges of the cities as the representative of the grain itself; and when the grain, which they represent, is sold, the certificates are transferred by indorsement and delivery, or by delivery alone, if made deliverable to bearer or indorsed in blank. And the title to the grain will be as effectually transferred as if the grain itself had been delivered.

In consequence of the reliance placed by the mercantile world upon the absolute liability of the warehouseman on his receipt, a disposition has been manifested to apply the principles of negotiable instruments to these receipts and to give to the bona fide holder the same superior rights as such a holder of bills and notes has. And in many of the States the same end has been attained by the enactment of statutes. But independently of statute, it is very generally held that the warehouse receipt is not a negotiable instrument, the principal objection

being that the warehouse receipt calls for the delivery of goods, instead of the payment of money. The receipt is so far non-negotiable, that the warehouseman is not liable even to a bona fide holder if his agent has issued a receipt without getting possession of the goods. But, on the other hand, if the goods have been stored, and the warehouse receipt has been rightfully issued, the warehouseman can not deliver the goods to anyone but the lawful holder of the receipt; and the warehouseman is liable to the holder of the receipt, if the goods have been delivered to anyone else without the production and surrender of the receipt properly indorsed.

The warehouseman is not a guarantor of the title of property placed in his custody, although his receipts therefor are by statute transferable.

"When a warehouseman, having in store a quantity of wheat deposited by several persons, for which, under the statute, he issues receipts to each depositor, fraudulently disposes of part of the wheat, the receipt-holders must share in what remains according to the equitable interest of each, to be ascertained by an accounting." Tiedeman on Commercial Paper, page 499.

Mr. Tiedeman's statement as to wheat may well be applied to any kind of goods stored in any warehouse, either public or private. "A receipt given by a warehouseman for property placed in his possession for storage is not, in a

technical sense, like a bill of exchange, a negotiable instrument, but it merely stands in the place of the property it represents, and a delivery of a receipt has the same effect in transferring the title to the property as the delivery of the property."

The indorsement and delivery of the receipt of the warehouseman, in the course of trade, passes the title and right of possession of the property to the party to whom it is so indorsed and delivered. Such is the law and such is the understanding of the business community.

Form. No particular form is necessary. It is usually in the form of a receipt which describes the property, and which contains an agreement on the part of the warehouseman to re-deliver the property upon demand to the bailor or his order.

CERTIFICATES OF STOCK

Certificates of stock are classed as Quasi Negotiable Instruments. By statute they have been made transferable upon the books of the company. The usual form of a certificate of stock has a form of transfer or a power of attorney printed in blank upon the back of the instrument. The method of transferring the shares of stock is for the owner to sign the blank form, usually under seal, and deliver the certificate to the transferee. If this form has been signed in blank, in other words, if nothing has been filled in upon the blank form save the signature of the party who transfers, it

practically becomes a bearer instrument and may be transferred any number of times until it is filled up; when it is filled, however, it loses its character of transferability and must then be handed in to the office of the company and a new certificate issued in its place. The general rule is that the purchaser of the certificates of stock gets no better title than his vendor had. If stock which is payable to bearer or indorsed in blank is stolen or lost and unlawfully transferred to an innocent purchaser for value, the real owner may nevertheless recover it. This shows how they differ from bills and notes. The requirement that the transfer shall be made upon the books of the company is for the protection of the corporation, but this does not affect the right of the purchaser from the stockholder who may acquire as against everyone but the corporation, an absolute right of property in the stock.

Letters of Credit. "The letter of credit is a written assurance that the writer will pay a draft or drafts drawn on him to the limit of the amount stated in the letter by the person named. If the letter is addressed to a particular individual or individuals, it is called a special letter of credit, and no one but the person or persons named can advance money on the same, and then recover of the letter writer. But if it is not addressed to anyone in particular, it is called a general letter of credit, and anyone, by advancing money on the faith