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<section article="gcl" article_name="Commercial Law" number="7-504" title_number="7" title_name="Documents of Title" subtitle_number="5" subtitle_name="Warehouse Receipts and Bills of Lading: Negotiation and Transfer">
  <level label="a">
    <text>A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.</text>
  </level>
  <level label="b">
    <text>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:</text>
    <level label="1">
      <text>By those creditors of the transferor which could treat the transfer as void under § 2-402 or § 2A-308;</text>
    </level>
    <level label="2">
      <text>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;</text>
    </level>
    <level label="3">
      <text>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</text>
    </level>
    <level label="4">
      <text>As against the bailee, by good-faith dealings of the bailee with the transferor.</text>
    </level>
  </level>
  <level label="c">
    <text>A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which 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.</text>
  </level>
  <level label="d">
    <text>Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under § 2-705 or a lessor under § 2A-526, subject to the requirements of due notification in those sections. A bailee that honors the seller’s or lessor’s instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.</text>
  </level>
</section>
