AS Title 45, Chapter 7: Warehouse Receipts, Bills of Lading, and Other Documents of Title

Article 1. General. Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title. Secs. 45.07.101 — 45.07.105. Short title; definitions and index of definitions; relation of sections to treaty, statute, tariff, classification, or regulation; negotiable and nonnegotiable warehouse receipt, bill of lading, or other document of title; construction against negative implication. [Repealed, § 113 ch. 44 SLA 2009.] Sec. 45.07.111. Short title. This chapter may be cited as the Uniform Commercial Code — Documents of Title. Sec. 45.07.112. Definitions and index of definitions. (a) In this chapter, unless the context otherwise requires, (1) “bailee” means a person who, by a warehouse receipt, bill of lading, or other document of title, acknowledges possession of goods and contracts to deliver them; (2) “carrier” means a person who issues a bill of lading; (3) “consignee” means a person named in a bill of lading to whom or to whose order the bill promises delivery; (4) “consignor” means a person named in a bill of lading as the person from whom the goods have been received for shipment; (5) “delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person who, in the ordinary course of business, issues warehouse receipts or bills of lading; (6) “goods” means all things that are treated as movable for the purposes of a contract for storage or transportation; (7) “issuer” means a bailee who issues a document of title or, in the case of an unaccepted delivery order, the person who orders the possessor of goods to deliver; “issuer” includes a person for whom an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive the goods, the goods were misdescribed, or in another respect the agent or employee violated the issuer's instructions; (8) “person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to whom delivery of the goods is to be made by the terms of, or under instructions in a record under, a nonnegotiable document of title; (9) “shipper” means a person who enters into a contract of transportation with a carrier; (10) “sign” means, with present intent to authenticate or adopt a record, to (A) execute or adopt a tangible symbol; or (B) attach to or logically associate with the record an electronic sound, symbol, or process; (11) “warehouse” means a person engaged in the business of storing goods for hire. (b) Definitions in other chapters applying to this chapter and the sections in which the definitions appear are (1) “contract for sale” ( AS 45.02.106 ); (2) “lessee in ordinary course of business” ( AS 45.12.103 ); (3) “receipt” of goods ( AS 45.02.103 ). (c) In addition, AS 45.01 contains general definitions and principles of construction and interpretation applicable throughout this chapter. Sec. 45.07.113. Relation of chapter to treaty or statute. (a) This chapter is subject to a treaty or statute of the United States or regulatory statute of this state to the extent the treaty, statute, or regulatory statute is applicable. (b) This chapter does not modify or repeal a law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee's business in respects not specifically treated in this chapter. However, violation of a law described under the previous sentence does not affect the status of a document of title that otherwise is within the definition of a document of title. (c) To the extent there is a conflict between AS 09.80 (Uniform Electronic Transactions Act) and this chapter, this chapter governs. Sec. 45.07.114. Negotiable and nonnegotiable document of title. (a) Except as otherwise provided in (c) of this section, a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person. (b) A document of title other than one described in (a) of this section is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person. (c) A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable. Sec. 45.07.115. Reissuance in alternative medium. (a) On request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if (1) the person entitled under the electronic document surrenders control of the document to the issuer; and (2) the tangible document when issued contains a statement that it is issued in substitution for the electronic document. (b) Upon issuance of a tangible document of title in substitution for an electronic document of title under (a) of this section, (1) the electronic document ceases to have effect or validity; and (2) the person who procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer. (c) On request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if (1) the person entitled under the tangible document surrenders possession of the document to the issuer; and (2) the electronic document when issued contains a statement that it is issued in substitution for the tangible document. (d) On issuance of an electronic document of title in substitution for a tangible document of title under (c) of this section, (1) the tangible document ceases to have effect or validity; and (2) the person who procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer. Sec. 45.07.116. Control of electronic document of title. (a) A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to whom the electronic document was issued or transferred. (b) A system satisfies (a) of this section, and a person is considered to have control of an electronic document of title, if the document is created, stored, and assigned in a manner by which (1) a single authoritative copy of the document exists that is unique, identifiable, and, except as otherwise provided in (4), (5), and (6) of this subsection, unalterable; (2) the authoritative copy identifies the person asserting control as (A) the person to whom the document was issued; or (B) if the authoritative copy indicates that the document has been transferred, the person to whom the document was most recently transferred; (3) the authoritative copy is communicated to and maintained by the person asserting control or the person's designated custodian; (4) copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control; (5) each copy of the authoritative copy and a copy of a copy are readily identifiable as a copy that is not the authoritative copy; and (6) an amendment of the authoritative copy is readily identifiable as authorized or unauthorized. Article 2. Warehouse Receipts: Special Provisions. Sec. 45.07.201. Person who may issue a warehouse receipt; storage under bond. (a) A warehouse receipt may be issued by a warehouse. (b) If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is considered to be a warehouse receipt even if issued by a person who is the owner of the goods and is not a warehouse. Sec. 45.07.202. Form of warehouse receipt; effect of omission. (a) A warehouse receipt need not be in a particular form. (b) Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by its omission: (1) a statement of the location of the warehouse facility where the goods are stored; (2) the date of issue of the receipt; (3) the unique identification code of the receipt; (4) a statement whether the goods received will be delivered to the bearer, to a named person, or to a named person or the named person's order; (5) the rate of storage and handling charges, unless goods are stored under a field warehousing arrangement, in which case a statement of that fact is sufficient on a nonnegotiable receipt; (6) a description of the goods or the packages containing them; (7) the signature of the warehouse or its agent; (8) if the receipt is issued for goods that the warehouse owns, solely, jointly, or in common with others, a statement of that ownership; and (9) a statement of the amount of advances made and of liabilities incurred for which the warehouse claims a lien or security interest, unless the precise amount of advances made or liabilities incurred, at the time of the issue of the receipt, is unknown to the warehouse or to its agent who issued the receipt, in which case, a statement of the fact that advances have been made or liabilities incurred and the purpose of the advances or liabilities is sufficient. (c) A warehouse may insert in its receipt terms that are not contrary to the code and do not impair its obligation of delivery under AS 45.07.403 or its duty of care under AS 45.07.204 . A contrary provision is ineffective. Sec. 45.07.203. Liability for nonreceipt or misdescription. A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies on the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that (1) the document conspicuously indicates that the issuer does not know whether all or part of the goods in fact were received or conform to the description, as in the case where 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 this indication is true; or (2) the party or purchaser otherwise has notice of the nonreceipt or misdescription. Sec. 45.07.204. Duty of care; contractual limitation of warehouse's liability. (a) A warehouse is liable for damages for loss of or injury to the goods caused by the warehouse's failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. Unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of this care. (b) Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable. The limitation is not effective with respect to the warehouse's liability for conversion to its own use. On request of the bailor in a record at the time of signing the storage agreement, or within a reasonable time after receipt of the warehouse receipt, the warehouse's liability may be increased on part or all of the goods covered by the storage agreement or the warehouse receipt. In this event, increased rates may be charged based on an increased valuation of the goods. (c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement. Sec. 45.07.205. Title under warehouse receipt defeated in certain cases. A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling those goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated. Sec. 45.07.206. Termination of storage at warehouse's option. (a) A warehouse may, by giving notice to the person on whose account the goods are held and other persons known to claim an interest in the goods, require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the document of title, or, if a period is not fixed, within a stated period not less than 30 days after the warehouse gives notice. If the goods are not removed before the date specified in the notice, the warehouse may sell them under AS 45.07.210 . (b) If a warehouse in good faith believes that goods are about to deteriorate or decline in value to less than the amount of its lien within the time provided in (a) of this section and AS 45.07.210 , the warehouse may specify in the notice given under (a) of this section a reasonable shorter time for removal of the goods and, if the goods are not removed, may sell them at public sale held not less than one week after a single advertisement or posting. (c) If, as a result of a quality or condition of the goods of which the warehouse did not have notice at the time of deposit, the goods are a hazard to other property, the warehouse facilities, or other persons, the warehouse may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods. If the warehouse, after a reasonable effort, is unable to sell the goods, the warehouse may dispose of them in a lawful manner and does not incur liability by reason of this disposition. (d) A warehouse shall deliver the goods to a person entitled to them under this chapter on due demand made at any time before sale or other disposition under this section. (e) A warehouse may satisfy the warehouse's lien from the proceeds of a sale or disposition under this section, but shall hold the balance for delivery on the demand of a person to whom the warehouse would have been bound to deliver the goods. Sec. 45.07.207. Goods must be kept separate; fungible goods. (a) Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled. (b) If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled to them, and the warehouse is severally liable to each owner for that owner's share. If, because of overissue, a mass of fungible goods is insufficient to meet all the receipts that the warehouse has issued against it, the persons entitled include all holders to whom overissued receipts have been duly negotiated. Sec. 45.07.208. Altered warehouse receipts. If a blank in a negotiable warehouse receipt has been filled in without authority, a good faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves a tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor. Sec. 45.07.209. Lien of warehouse. (a) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds of the goods in the warehouse's possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale under law. If the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited and it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods, the warehouse also has a lien against the goods covered by the warehouse receipt or storage agreement or on the proceeds of the goods in its possession for these charges and expenses, whether or not the other goods have been delivered by the warehouse. However, as against a person to whom a negotiable warehouse receipt is duly negotiated, a warehouse's lien is limited to charges in an amount or at a rate specified in the warehouse receipt or, if no charges are specified, then to a reasonable charge for storage of the specific goods covered by the receipt after the date of the receipt. (b) A warehouse may also reserve a security interest against the bailor for the maximum amount specified on the receipt for charges other than those specified in (a) of this section, such as for money advanced and interest. The security interest is governed by AS 45.29 . (c) A warehouse's lien for charges and expenses under (a) of this section or a security interest under (b) of this section is also effective against a person who entrusted the bailor with possession of the goods to the extent that a pledge of them by the bailor to a good faith purchaser for value would have been valid. However, the lien or security interest is not effective against a person who, before issuance of a document of title, had a legal interest or a perfected security interest in the goods and did not (1) deliver or entrust the goods or a document of title covering the goods to the bailor or the bailor's nominee with (A) actual or apparent authority to ship, store, or sell; (B) power to obtain delivery under AS 45.07.403 ; or (C) power of disposition under AS 45.02.403 , AS 45.12.304 (b), 45.12.305(b), AS 45.29.320 , 45.29.321(c), or other statute or rule of law; or (2) acquiesce in the procurement by the bailor or its nominee of a document. (d) A warehouse loses its lien on any goods that the warehouse voluntarily delivers or unjustifiably refuses to deliver. (e) A warehouse's lien on household goods for charges and expenses in relation to the goods under (a) of this section is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit. In this subsection, “household goods” means furniture, furnishings, or personal effects used by the depositor in a dwelling. Sec. 45.07.210. Enforcement of warehouse's lien. (a) Except as otherwise provided in (b) of this section, a warehouse's lien may be enforced by public or private sale of the goods, in block or in packages, at any time or place, and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. This notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the warehouse is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The warehouse sells in a commercially reasonable manner if the warehouse sells the goods in the usual manner in a recognized market for the goods, sells at the price current in the market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence. (b) A warehouse may enforce its lien on goods, other than goods stored by a merchant in the course of the merchant's business, only if the following requirements are satisfied: (1) all persons known to claim an interest in the goods must have been notified; (2) the notification must include an itemized statement of the claim, a description of the goods subject to the lien, a demand for payment within a specified time not less than 10 days after receipt of the notification, and a conspicuous statement that, unless the claim is paid within that time, the goods will be advertised for sale and sold by auction at a specified time and place; (3) the sale must conform to the terms of the notification; (4) the sale must be held at the nearest suitable place to where the goods are held or stored; (5) after the expiration of the time given in the notification, an advertisement of the sale must be published once a week for two weeks consecutively in a newspaper of general circulation where the sale is to be held; the advertisement must include a description of the goods, the name of the person on whose account the goods are being held, and the time and place of the sale; the sale must take place at least 15 days after the first publication; if there is no newspaper of general circulation where the sale is to be held, the advertisement must be posted at least 10 days before the sale in not fewer than three conspicuous places in the neighborhood of the proposed sale. (c) Before a sale under this section, a person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold, but must be retained by the warehouse subject to the terms of the receipt and this chapter. (d) A warehouse may buy at a public sale held under this section. (e) A purchaser in good faith of goods sold to enforce a warehouse's lien takes the goods free of the rights of persons against whom the lien was valid, despite the warehouse's noncompliance with this section. (f) A warehouse may satisfy its lien from the proceeds of a sale under this section, but shall hold the balance, if any, for delivery on demand to a person to whom the warehouse would have been bound to deliver the goods. (g) The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor, including the remedies available under AS 34.35.225 . (h) If a lien is on goods stored by a merchant in the course of the merchant's business, the lien may be enforced in accordance with either (a) or (b) of this section. (i) A warehouse is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of wilful violation, is liable for conversion. Article 3. Bills of Lading: Special Provisions. Sec. 45.07.301. Liability for nonreceipt or misdescription; “said to contain”; “shipper's weight, load, and count”; improper handling. (a) A consignee of a nonnegotiable bill of lading who has given value in good faith, or a holder to whom a negotiable bill has been duly negotiated, relying on the description in the bill of the goods or on the date shown in the bill, may recover from the issuer damages caused by the misdating of the bill or the nonreceipt or misdescription of the goods, except to the extent that the bill indicates that the issuer does not know whether a part or all of the goods in fact were received or conform to the description, as where the description is in terms of marks or labels or kind, quantity, or condition or the receipt or description is qualified by “contents or condition of contents of packages unknown,” “said to contain,” “shipper's weight, load, and count,” or words of similar import, if this indication is true. (b) If goods are loaded by the issuer of a bill of lading, (1) the issuer shall count the packages of goods if shipped in packages and ascertain the kind and quantity if shipped in bulk; and (2) the words, “shipper's weight, load, and count,” or other words of similar import indicating that the description was made by the shipper are ineffective except as to goods concealed in packages. (c) If bulk goods are loaded by a shipper who makes available to the issuer of a bill of lading adequate facilities for weighing those goods, the issuer shall ascertain the kind and quantity within a reasonable time after receiving the shipper's request in a record to ascertain the kind and quantity. In this case, “shipper's weight” or other words of similar import are ineffective. (d) The issuer of a bill of lading, by including in the bill the words “shipper's weight, load, and count” or words of similar import, may indicate that the goods were loaded by the shipper, and, if the statement is true, the issuer is not liable for damages caused by the improper loading. However, omission of these words does not imply liability for damages by improper loading. (e) A shipper guarantees to an issuer the accuracy at the time of shipment of the description, marks, labels, number, kind, quantity, condition, and weight as furnished by the shipper, and the shipper shall indemnify the issuer against damage caused by inaccuracies in these particulars. This right of indemnity does not limit the issuer's responsibility or liability under the contract of carriage to a person other than the shipper. Sec. 45.07.302. Through bills of lading and similar documents of title. (a) The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person acting as the issuer's agent or by a performing carrier, is liable to a person entitled to recover on the bill or other document for a breach by the other person or the performing carrier of its obligation under the bill or other document. However, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties, except to the extent other law prohibits variation of the liability by agreement. (b) If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by the other person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer. The person's obligation is discharged by delivery of the goods to another person under the bill or other document, and does not include liability for breach by another person or by the issuer. (c) The issuer of a through bill of lading or other document of title described in (a) of this section may recover from the performing carrier, or other person in possession of the goods when the breach of the obligation under the bill occurred, the amount (1) the issuer may be required to pay to a person entitled to recover on the bill or other document for the breach, as may be evidenced by a receipt, judgment, or transcript of judgment; and (2) of an expense reasonably incurred by the issuer in defending an action commenced by a person entitled to recover on the bill or other document for the breach. Sec. 45.07.303. Diversion; reconsignment; change of instructions. (a) Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from (1) the holder of a negotiable bill; (2) the consignor on a nonnegotiable bill, even if the consignee has given contrary instructions; (3) the consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor, if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electronic bill; or (4) the consignee on a nonnegotiable bill, if the consignee is entitled as against the consignor to dispose of the goods. (b) Unless instructions described in (a) of this section are included in a negotiable bill of lading, a person to whom the bill is duly negotiated may hold the bailee according to the original terms. Sec. 45.07.304. Tangible bills of lading in a set. (a) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection. (b) If a tangible bill of lading is lawfully issued in a set of parts, each of which contains an identification code and is expressed to be valid only if the goods have not been delivered against another part, the whole of the parts constitutes one bill. (c) If a tangible negotiable bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to whom the first due negotiation is made prevails as to both the document of title and the goods even if a later holder may have received the goods from the carrier in good faith and discharged the carrier's obligation by surrendering its part. (d) A person who negotiates or transfers a single part of a tangible bill of lading issued in a set is liable to holders of that part as if it were the whole set. (e) The bailee shall deliver in accordance with AS 45.07.401 — 45.07.404 against the first presented part of a tangible bill of lading lawfully issued in a set. Delivery in this manner discharges the bailee's obligation on the whole bill. Sec. 45.07.305. Destination bills. (a) Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier may, at the request of the consignor, procure the bill to be issued at destination or at any other place designated in the request. (b) Upon request of a person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of an outstanding bill of lading or other receipt covering the goods, the issuer, subject to AS 45.07.115 , may procure a substitute bill to be issued at a place designated in the request. Sec. 45.07.306. Altered bills of lading. An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor. Sec. 45.07.307. Lien of carrier. (a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds of the goods in its possession for charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale under law. However, against a purchaser for value of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill or the applicable tariffs, or, if no charges are stated, to a reasonable charge. (b) A lien for charges and expenses under (a) of this section on goods that the carrier was required by law to receive for transportation is effective against the consignor or a person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to the charges and expenses. Another lien under (a) of this section is effective against the consignor and a person who permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority. (c) A carrier loses its lien on goods that the carrier voluntarily delivers or unjustifiably refuses to deliver. Sec. 45.07.308. Enforcement of carrier's lien. (a) A carrier's lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place, and on terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or by a method different from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The carrier sells goods in a commercially reasonable manner if the carrier sells the goods in the usual manner in a recognized market for them, sells at the price current in that market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable except in cases covered by the preceding sentence. (b) Before a sale under this section, a person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the carrier, subject to the terms of the bill of lading and this chapter. (c) A carrier may buy at a public sale under this section. (d) A purchaser in good faith of goods sold to enforce a carrier's lien takes the goods free of the rights of persons against whom the lien was valid, despite the carrier's noncompliance with this section. (e) A carrier may satisfy the carrier's lien from the proceeds of a sale under this section, but shall hold the balance, if any, for delivery on demand to a person to whom the carrier would have been bound to deliver the goods. (f) The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor. (g) A carrier's lien may be enforced in accordance with either (a) of this section or the procedure set out in AS 45.07.210 (b). (h) A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of wilful violation, is liable for conversion. Sec. 45.07.309. Duty of care; contractual limitation of carrier's liability. (a) A carrier who issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods that a reasonably careful person would exercise under similar circumstances. This subsection does not affect a statute, regulation, or rule of law that imposes liability on a common carrier for damages not caused by its negligence. (b) Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier's liability may not exceed a value stated in the bill or transportation agreement if the carrier's rates are dependent on value and the consignor is afforded an opportunity to declare a higher value and the consigner is advised of this opportunity. However, the limitation is not effective with respect to the carrier's liability for conversion to its own use. (c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement. Article 4. Warehouse Receipts and Bills of Lading: General Obligations. Sec. 45.07.401. Irregularities in issue of receipt or bill or conduct of issuer. The obligations imposed by this chapter on an issuer apply to a document of title even if (1) the document does not comply with the requirements of this chapter or another statute, a regulation, or another rule of law regarding its issuance, form, or content; (2) the issuer violated laws regulating the conduct of the issuer's business; (3) the goods covered by the document were owned by the bailee when the document was issued; or (4) the person issuing the document is not a warehouse but the document purports to be a warehouse receipt. Sec. 45.07.402. Duplicate document of title; overissue. A duplicate or another document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer a right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued under AS 45.07.115 . The issuer is liable for damages caused by the issuer's overissue or failure to identify a duplicate document by a conspicuous notation. Sec. 45.07.403. Obligation of bailee to deliver; excuse. (a) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with (b) and (c) of this section, unless and to the extent that the bailee establishes any of the following: (1) delivery of the goods to a person whose receipt was rightful as against the claimant; (2) damage to or delay, loss, or destruction of the goods for which the bailee is not liable; (3) previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse's lawful termination of storage; (4) the exercise by a seller of its right to stop delivery under AS 45.02.705 or by a lessor of its right to stop delivery under AS 45.12.526 ; (5) a diversion, reconsignment, or other disposition under AS 45.07.303 ; (6) release, satisfaction, or another personal defense against the claimant; or (7) another lawful excuse. (b) A person claiming goods covered by a document of title shall satisfy the bailee's lien if the bailee requests the person to satisfy the lien or if the bailee is prohibited by law from delivering the goods until the charges are paid. (c) Unless the person claiming the goods is a person against whom the document of title does not confer a right under AS 45.07.503 (a), (1) the person claiming under a document shall surrender possession or control of an outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; and (2) the bailee shall cancel the document or conspicuously indicate in the document the partial delivery, or the bailee is liable to a person to whom the document is duly negotiated. (d) [Repealed, § 113 ch 44 SLA 2009.] Sec. 45.07.404. No liability for good faith delivery under document of title. A bailee who, in good faith, has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or under this chapter is not liable for the goods even if the person (1) from whom the bailee received the goods did not have authority to procure the document or to dispose of the goods; or (2) to whom the bailee delivered the goods did not have authority to receive the goods. Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. Sec. 45.07.501. Form of negotiation and requirements of due negotiation. (a) The following rules apply to a negotiable tangible document of title: (1) if the document's original terms run to the order of a named person, the document is negotiated by the named person's endorsement and delivery; after the named person's endorsement in blank or to bearer, a person may negotiate the document by delivery alone; (2) if the document's original terms run to bearer, it is negotiated by delivery alone; (3) if the document's original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated; (4) negotiation of the document after it has been endorsed to a named person requires endorsement by the named person and delivery; (5) a document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder who purchases it in good faith, without notice of a defense against or claim to it on the part of a 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 monetary obligation. (b) The following rules apply to a negotiable electronic document of title: (1) if the document's original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person; endorsement by the named person is not required to negotiate the document; (2) if the document's original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated; (3) a document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder who purchases it in good faith, without notice of a defense against or claim to it on the part of a person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation. (c) Endorsement of a nonnegotiable document of title does not make it negotiable or add to the transferee's rights. (d) The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of an interest of that person in the goods. Sec. 45.07.502. Rights acquired by due negotiation. (a) Subject to AS 45.07.205 and 45.07.503, a holder to whom a negotiable document of title has been duly negotiated acquires by the due negotiation (1) title to the document; (2) title to the goods; (3) all rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and (4) the direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of a defense or claim by the issuer except those arising under the terms of the document or under this chapter, but, in the case of a delivery order, the bailee's obligation accrues only upon the bailee's acceptance of the delivery order, and the obligation acquired by the holder is that the issuer and any endorser will procure the acceptance of the bailee. (b) Subject to AS 45.07.503 , title and rights acquired by due negotiation are not defeated by a stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if (1) the due negotiation or a prior due negotiation constituted a breach of duty; (2) a person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion; or (3) a previous sale or other transfer of the goods or document has been made to a third person. Sec. 45.07.503. Document of title to goods defeated in certain cases. (a) 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 the goods and who did not (1) deliver or entrust the goods or a document of title covering the goods to the bailor or the bailor's nominee with (A) actual or apparent authority to ship, store, or sell; (B) power to obtain delivery under AS 45.07.403 ; or (C) power of disposition under AS 45.02.403 , AS 45.12.304 (b), 45.12.305(b), AS 45.29.320 , 45.29.321(c) or other statute or rule of law; or (2) acquiesce in the procurement by the bailor or its nominee of a document. (b) Title to goods based upon an unaccepted delivery order is subject to the rights of a person to whom a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under AS 45.07.504 to the same extent as the rights of the issuer or a transferee from the issuer. (c) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of a person to whom a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with AS 45.07.401 — 45.07.404 under its own bill of lading discharges the carrier's obligation to deliver. Sec. 45.07.504. Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery. (a) A transferee of a document of title, whether negotiable or nonnegotiable, to whom the document has been delivered but not duly negotiated, acquires the title and rights that the transferor had or had actual authority to convey. (b) In the case of a transfer of a nonnegotiable document of title, until, but not after, the bailee receives notice of the transfer, the rights of the transferee may be defeated (1) by those creditors of the transferor who could treat the transfer as void under AS 45.02.402 or AS 45.12.308 ; (2) 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 the buyer's rights; (3) by a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee's rights; or (4) as against the bailee, by good faith dealings of the bailee with the transferor. (c) A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading that causes the bailee not to deliver the goods to the consignee defeats the consignee's title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee's rights against the bailee. (d) Delivery of the goods under a nonnegotiable document of title may be stopped by a seller under AS 45.02.705 or a lessor under AS 45.12.526 , subject to the requirement of due notification in those sections. A bailee who honors the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against a resulting loss or expense. Sec. 45.07.505. Endorser not guarantor for other parties. The endorsement of a tangible document of title issued by a bailee does not make the endorser liable for a default by the bailee or previous endorsers. Sec. 45.07.506. Delivery without endorsement; right to compel endorsement. The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply a necessary endorsement, but the transfer becomes a negotiation only as of the time the endorsement is supplied. Sec. 45.07.507. Warranties on negotiation or delivery of document of title. If a person negotiates or delivers a document of title for value, other than as a mere intermediary under AS 45.07.508 , unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that (1) the document is genuine; (2) the transferor does not have knowledge of a fact that would impair the document's validity or worth; and (3) the negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents. Sec. 45.07.508. Warranties of collecting bank as to documents of title. A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected. Sec. 45.07.509. Adequate compliance with commercial contract. Whether a document of title is adequate to fulfill the obligations of a contract for sale or a contract for lease or the conditions of a letter of credit is determined by AS 45.02 , AS 45.05 , or AS 45.12 . Article 6. Warehouse Receipts and Bills of Lading: Miscellaneous Provisions. Sec. 45.07.601. Lost, stolen, or destroyed documents of title.

(a) If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document, and the bailee may, without liability to any person, comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant's posting security unless the court finds that any person who may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was nonnegotiable, the court may require security. (b) A bailee who, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to a person injured by the delivery. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify a person injured by the delivery who files a notice of claim within one year after the delivery. Sec. 45.07.602. Judicial process against goods covered by negotiable document of title. Unless a document of title was originally issued upon delivery of the goods by a person who did not have power to dispose of them, a lien does not attach by virtue of a judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or negotiation of the document is enjoined. The bailee may not be compelled to deliver the goods under process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process. Sec. 45.07.603. Conflicting claims; interpleader. If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action. Sec. 45.07.650. Laws not repealed by this chapter. [Repealed, § 113 ch 44 SLA 2009.]