was presented to free commercial intercourse from the inconvenience of a distinct law for each state. In the latter year, New York created a commission on uniform state laws and called for a National Conference to which some thirty states have now responded. The present year marks the fifteenth annual meeting. The first fruit of this movement was the Negotiable Instruments Code framed in 1896, now enacted in the District of Columbia, one territory and twenty-eight states," its passage in Ohio being largely due to the interest manifested by the Ohio Bankers Association.

"The States now represented in the Conference are Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, New Hampshire, New Jersey, New York, North Dakota, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, South Dakota, Virginia and Washington.

"New York, Laws of 1897, chapter 612; 1898, chapter 336. Connecticut, Laws of 1897, chapter 74. Colorado, Laws of 1897, chapter_239. Florida, Laws of 1897, chapter 4524. Massachusetts, Laws of 1898, chapter 533; 1899, chapter 130. Maryland, Laws of 1898, chapter 119. Virginia, Laws of 1897-98, chapter 866. Rhode Island, Laws of 1899, chapter_674. Tennessee, Laws of 1899, chapter 94. North Carolina, Laws of 1899, chapter 733. Wisconsin, Laws of 1899, chapter 396. North Dakota, Laws of 1899, chapter 113. Utah, Laws of 1899, chapter 83. Oregon, Laws of 1899. Washington, Laws of 1899, chapter 149. District of Columbia, Laws of 1899, U. S. Stats., page 785. Arizona, R. S. 1901, Title 49. Pennsylvania, Laws of 1901, chapter 162. Ohio, Laws of 1902. Iowa, Laws of 1902, chapter 130. New Jersey, Laws of 1902, chapter 184. Montana, Laws of 1903. Idaho, Laws of 1903. Kentucky, Acts of 1904, chapter 102, to take effect June 13, 1904. Louisiana, Act 64 of 1904, to go into effect August 1, 1904. Kansas, Laws of 1905, chapter 310, approved March 7, 1905; to take effect June 8, 1905. Wyoming, Laws of 1905, chapter 43; to take effect February 15, 1905. Missouri, Laws of 1905, page 243, approved April 10, 1905; to take effect June 16, 1905. Michigan, Act 265, P. A. 1905, approved June 16, 1905; to take effect September 10, 1905. Nebraska, chapter 83, approved April 1, 1905; to take effect August 1, 1905; in Compiled Statutes of 1905, chapter 41.

"Act of April 17, 1902 (95 Ohio Law 162-198).

In 1902, the Conference employed Prof. Samuel Williston of the Harvard Law School to codify the law of sales which was fully discussed at the meetings of 1904 and 1905. Its special features from a banker's standpoint are the sections on negotiable documents of title, the chief examples of which are bills of lading and warehouse receipts. It codifies existing commercial usages and customs by expressly declaring that a document of title to a person or order or bearer, shall be negotiable. This code, with the exception of section thirty-nine (39) received the approval of every commissioner. The controverted section is as follows:

"If goods are delivered to a bailee by the owner, or by a person having capacity to transfer the property in them, and a negotiable document of title is issued for them and they are thereafter attached by garnishment or otherwise or are levied upon under an execution, such attachment or levy shall be invalid against one to whom the document has been negotiated for valuable consideration and who purchased it either before such attachment or levy or within ten days after the original issue of the document in good faith and without notice of the attachment or levy." 997

"Prof. Williston has appended the following note to this section. "This section presents a most difficult question. If the mercantile view of these documents is carried to its logical

In view of a very vigorous opposition to this section as thus worded, the approval of the code was postponed for another year for the purpose of obtaining the views of Banking Associations, commercial organizations and others. The effect of this section is to restrict negotiability to ten days from issue. In other words, if a bill of lading or warehouse receipt is negotiated more than ten days after its issue and an attachment levied on the goods a moment before, the attachment takes preference.

Two arguments were advanced in

conclusion, the result would be that while the document is outstanding it represents the property and that it must be seized before the property can be reached by process of law. This is the result reached in most jurisdictions in regard to bills and notes. A less complete adoption of the mercantile view would allow attachment, but would prefer to an attaching creditor a subsequent purchaser for value before maturity. Such jurisdictions as do not wholly exempt parties on bills and notes from liability to garnishment follow this rule. 14 Am. and Eng. Encyc. of Law 770, et seq. This rule has by statute in some states been applied to stock certificates, so that a subsequent purchaser of the certificate is preferred to a creditor attaching the stock on the books of the corporation. Clews v. Friedman, 180 Mass. 555.

"In the case of carriers, some protection against garnishment has been given. In most states, if the goods are actually in transit the carrier cannot be garnisheed. 14 Am. and Eng. Encyc. of Law, 810. A transfer of the bill of lading prevails over a subsequent attachment. Mather v. Gordon, 59 At. Rep. 424 (Conn.); Robert C. White Co. v. Chicago, etc., R. Co. 87 Mo. App. 330; Union Bank v. Rowan, 23 S. C. 339; and in Peters v. Elliott, 78 Ill. 321, it was held, though on somewhat unsatisfactory reasoning, that an attaching creditor of a consignor was postponed to one who bought the bill of lading subsequently. Compare Saunders v. Bartlett, 12 Heisk. 316; Oliver v. Moor, 12 Heisk. 482; Woodruff v. Railroad, Head. 87.

"Property in the hands of warehousemen can doubtless be reached as the law stands at present. In New York a statute was passed exempting warehousemen from being made defendants in any action concerning the title or possession of goods in which they claimed no right other than their lien for charges. This statute, however, was held unconstitutional, Follett Wool Co. v. Albany Terminal Warehouse Co., 61 N. Y. App. Div. 296. A similar statute was passed in the District of Columbia and has been sustained

support of this section. The first was, that as thus worded, it would prevent a dishonest purchaser of furniture from a furniture house on credit from taking the furniture to a railroad, obtaining a negotiable bill of lading, leaving for parts unknown, selling the bill of lading and thus cheating creditors. The other was, that it would prevent the small planter in the South who paid a bale or two of cotton a year as rent, from taking the cotton to a cotton gin warehouse, securing a negotiable warehouse receipt, leaving for parts unknown, sellby a lower court, but not passed upon by an appellate tribunal. Doubtless a prior purchaser of a warehouse receipt negotiable in form, would be preferred to a subsequent attachment, where such receipts are by statute made negotiable. Adamson v. Frazier, 40 Oreg. 273; Roudebush v. Hollis, 22 Pa. C. C. 324.

"Very probably the same result would be reached without the aid of a statute in many jurisdictions; though in Maine by statute the property is subject to garnishment until the warehouseman is notified of the transfer of the receipt, without reference to the negotiability of the receipt (Mohun on Warehousemen, 309), following the prevailing rule (left unchanged by this draft) in regard to nonnegotiable receipts. Hallgarten v. Oldham, 135 Mass. 1. But it seems doubtful if even in states making warehouse receipts negotiable, the warehouseman is freed from garnishment, or that in garnishment proceedings a purchaser of the receipt would have a higher right than a prior attaching creditor.

"As Section 39 in this draft was first drawn, it withdrew property for which negotiable documents had been issued entirely from attachment or levy on execution and therefore compelled the creditor to seek his remedy against the document. This was first altered to a provision, not forbidding attachment or levy, but providing that a subsequent purchase in good faith would prevail over the creditor's seizure. Even this was thought by some not only too radical a departure from existing law, but also in itself objectionable because of the ready means it afforded fraudulent debtors to cover up their property. To remedy this objection, in part at lease, a limit of time within which the document must be taken in order that the purchase should prevail over a prior attachment was inserted, following the analogy of bills and notes which are not fully negotiable when overdue. It may be that the period of ten days tentatively adopted is too short a period, even if the general principle of the section is correct as it stands."

ing the warehouse receipt and thus cheating his landlord. It must be conceded that these are some of the consequences of making warehouse receipts and bills of lading negotiable but not of limiting their negotiability to ten days.

8

Somewhat similar consequences have resulted from making promissory notes, drafts, checks and certificates of deposit negotiable but such arguments have never been generally accepted to thus limit by law their negotiability. Similar arguments were advanced against the negotiability of scrip, but Lord Chief Justice Cockburn, in a noted English case, answered them as follows: "The usage of the money market has solved the question whether scrip should be considered security for and the representative of money by treating it as such. The universality of a usage voluntarily adopted between buyers and sellers is conclusive proof of its being in accordance with public convenience; and there can be no doubt that by holding this species of security to be incapable of being transferred by delivery and as requiring some more cumbrous method of assignment, we should materially hamper the transactions of the money market with respect to it and cause great public incon

$Goodwin v. Robarts (1875), L. R. 10 Ex. 337. See also Exploration Co. v. London Trading Bank, Ltd. [1898] 2 Q. B. 658, and Edelstein v. Schuler [1902], L. R. 2 K. B. 144, 155.