2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 7 - Documents of Title › Part 1 - General › § 28:7–502. Rights acquired by due negotiation

§ 28:7–502. Rights acquired by due negotiation.
(a) Subject to §§ 28:7-205 and 28:7-503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:
(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 any defense or claim by the issuer except those arising under the terms of the document or under this article, 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 indorser will procure the acceptance of the bailee.
(b) Subject to § 28:7-503, title and rights acquired by due negotiation are not defeated by any 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 any prior due negotiation constituted a breach of duty;
(2) Any 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.
(Dec. 30, 1963, 77 Stat. 728, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 9, 60 DCR 2634.)
Prior Codifications
1981 Ed., § 28:7-502.
1973 Ed., § 28:7-502.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Sections 20(4), 25, 33, 38 and 62, Uniform Sales Act; Sections 41, 47, 48 and 49, Uniform Warehouse Receipts Act; Sections 32, 38, 39, 40 and 42, Uniform Bills of Lading Act.
Changes:
Rewritten.
Purposes of Changes:
1. The several necessary qualifications of the broad principle that the holder of a document acquired in a due negotiation is the owner of the document and the goods have been brought together in the next section.
2. Subsection (1)(c) covers the case of “feeding” of a duly negotiated document by subsequent delivery to the bailee of such goods as the document falsely purported to cover; the bailee in such case is estopped as against the holder of the document.
3. The explicit statement in subsection (1)(d) of the bailee’s direct obligation to the holder precludes the defense, sometimes successfully asserted under the old acts, that the document in question was “spent” after the carrier had delivered the goods to a previous holder. But the holder is subject to such defenses as non-negligent destruction even though not apparent on the face of the document, and the bailee’s obligation is of course subject to lawful provisions in filed classifications and tariffs. See Sections 7-103, 7-403. The sentence on delivery orders applies only to delivery orders in negotiable form which have been duly negotiated. On delivery orders, see also Section 7-503(2) and Comment.
4. Subsection (2) condenses and continues the law of a number of sections of the prior acts which gave full effect to the issuance or due negotiation of a negotiable document. The subsection adds nothing to the effect of the rules stated in subsection (1), but it has been included since such explicit references were relied upon under the prior acts to preserve the rights of a purchaser by due negotiation unimpaired. The listing is not exhaustive. Only those matters have been repeated in this subsection which were explicitly reserved in the prior acts except in the case of stoppage in transit. Here, the language has been broadened to include “any stoppage” lest an inference be drawn that a stoppage of the goods before or after transit might cut off or otherwise impair the purchaser’s rights.
Cross References:
Sections 7-103, 7-205, 7-403 and 7-503.
Definitional Cross References:
“Bailee”. Section 7-102.
“Delivery”. Section 1-201.
“Delivery order”. Section 7-102.
“Document”. Section 7-102.
“Document of title”. Section 1-201.
“Duly negotiate”. Section 7-501.
“Fungible”. Section 1-201.
“Goods”. Section 7-102.
“Holder”. Section 1-201.
“Issuer”. Section 7-102.
“Person”. Section 1-201.
“Rights”. Section 1-201.
“Term”. Section 1-201.
“Warehouse receipt”. Section 1-201.
Prior Uniform Statutory Provision:
Former Section 7-502.
Changes:
To accommodate electronic documents of title and for style.
Purpose:
1. This section applies to both tangible and electronic documents of title. The elements of duly negotiated, which constitutes a due negotiation, are set forth in Section 7-501. The several necessary qualifications of the broad principle that the holder of a document acquired in a due negotiation is the owner of the document and the goods have been brought together in the next section ( Section 7-503).
2. Subsection (a)(3) covers the case of “feeding” of a duly negotiated document by subsequent delivery to the bailee of such goods as the document falsely purported to cover; the bailee in such case is estopped as against the holder of the document.
3. The explicit statement in subsection (a)(4) of the bailee’s direct obligation to the holder precludes the defense that the document in question was “spent” after the carrier had delivered the goods to a previous holder. But the holder is subject to such defenses as non-negligent destruction even though not apparent on the document. The sentence on delivery orders applies only to delivery orders in negotiable form which have been duly negotiated. On delivery orders, see also Section 7-503(b) and Comment.
4. Subsection (b) continues the law which gave full effect to the issuance or due negotiation of a negotiable document. The subsection adds nothing to the effect of the rules stated in subsection (a), but it has been included since such explicit reference was provided under former Section 7-502 to preserve the right of a purchaser by due negotiation. The listing is not exhaustive. The language “any stoppage” is included lest an inference be drawn that a stoppage of the goods before or after transit might cut off or otherwise impair the purchaser’s rights.
Cross References:
Sections 7-103, 7-205, 7-403, 7-501, and 7-503.
Definitional Cross References:
“Bailee”. Section 7-102.
“Control”. Section 7-106.
“Delivery”. Section 1-201.
“Delivery order”. Section 7-102.
“Document of title”. Section 1-201.
“Duly negotiate”. Section 7-501.
“Fungible”. Section 1-201.
“Goods”. Section 7-102.
“Holder”. Section 1-201.
“Issuer”. Section 7-102.
“Person”. Section 1-201.
“Rights”. Section 1-201.
“Term”. Section 1-201.
“Warehouse receipt”. Section 1-201.