BILL OF LADING. A written instrument issued by a CO113111011 carrier, reciting that he has received certain goods, which he agrees to trans port from one place to another and to deliver to a designated person or assigns. for such compensa tion and upon such conditions as are stated therein. Originally. bills of lading were issued only by ship-owners or by water. Now, they are employed by class of carriers.
As a receipt, the instrument may be modified and even contradicted by oral evidence, so far as the immediate parties are concerned. If, how ever, a third party has Imught and paid for the goods referred to in the bill of lading, relying upon the truth of its statements, the carrier is (—topped ( see Es•omm,) from showing that statements are incorrect. Whetl-er he is so estoppel when the bill of lading is issued by his agent the receipt of any goods is a question upon \Odell the courts are divided. It is held in England and in the United States Fed eral courts, as well as in some of the States, that he is not estopped. These tribunals declare that the master of a vessel, or the similar agent of a land carrier, has no authority to sign a bill of lading on his principal's behalf for goods not actually received by him, and, therefore, a lied tious bill of lading does not bind his principal; that it is absolutely void. On the other hand, many American courts hold that the carrier is estoppel, on the ground that when a "principal has clothed his agent with power to do an act upon the existence of some extrinsic fact, nec essarily and peculiarly within the knowledge of the agent, and of the existence of which the act of executing the power is itself a representation, a third person dealing with such agent in entire good faith, pursuant to the apparent power. may rely upon the representation, and the principal is (-stopped from denying its truth to ins preju dice." If the bill of lading is intended to contain in itself all of the agreed terms of the contract of carriage, oral evidence cannot be given to vary or contradict the written instrument: hut if it does not purport to be the whole contract, the unineluded terms may be shown by oral evidence. When the bill of lading does contain the whole contract, the proper party to sue the carrier upon it, at common law, is the shipper or consignor, whether lie is the owner of the goods or not; nor • could the assignee of a bill of lading, in his own name, sue the carrier on the contract.
While the contract was not assignable at com mon law, the indorsement of the bill of lading could operate to transfer the title to the goods represented. This symbolical character of a bill
of lading originated in the fact that while a cargo is at sea it is incapable of physical de livery. Persons could sell and deliver goods during their transit only by treating bills of lading as symbols of the goods themselves. Dence the law merchant recognizes the delivery of a bill of lading as the legal equivalent of the delivery of the goods; and this rule of the law merchant was adopted by the common law. But bills of lading are not negotiable for all purposes. A shipper can give no title to the goods represented by a bill of lading by indors ing or transferring it, unless lie is their ow-Tier, or has apparent authority from their owner. Nor ean a tinder or a. thief of a bill of lading indorsed in blank confer even upon a bona-fide purchaser a better title than he has. In other words, the negotiability of a bill of lading is substantially that of a bill of exchange (see BILL OF EX CHANGE) which is overdue; the indorser takes it subject to equities. In two respects, how ever, the bona-fide indorsee of a bill of lading has greater rights over the goods than his in dorser had: he can hold them free from an un paid vendor's right of stoppage in transit(' (see SToPPAGE IN TRANsITI1, and free also from a defrauded vendor's right to rescind the contract of sale and retake the goods. This semi-negotia bility of a bill of lading eoutinnes until a com plete delivery of possession Of the goods has been made to sonic person having a right to claim them under it.
Bills of lading are made. as a rule. in two or more parts; a practice which enables dis honest shippers to use them as instruments of fraud, by selling various parts to dif ferent purchasers for value. in such a (-asp, the purchaser, to whom the transfer of one part is first made, la-comes the owner of the property. Still, the carrier may safely deliver the property to the one who first presents a part of the bill of hiding if he has no notice or knowledge of a claim by the holder of another part ; although the one so receiving delivery may be compelled to surrender the goods to other holders. In some States, bills of lading have been declared by stat ute to be negotiable, like bills of exchange. But such legislation has not transformed and cannot transform documents of title to goods into fully negotiable instruments. Consult Serutton, Con tract of Affreightment as Expressed in Charter Parties and Bills of Lading (4th ed., London, IS99), and the authorities referred to under the title CARRIER, Common.