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1The following definitions apply in this Act.

“fungible goods” means goods of which any unit is, from its nature or by mercantile custom, treated as the equivalent of any other unit. (marchandises fongibles)

“goods” includes all chattels personal other than things in action and money. (marchandises)

“holder” as applied to a negotiable receipt, means a person who has possession of the receipt and a right of property in it, and as applied to a non-negotiable receipt, means a person named in it as the person to whom the goods are to be delivered or that person’s transferee. (détenteur)

“negotiable receipt” means a receipt in which it is stated that the goods specified in it will be delivered to bearer or to the order of a named person. (récépissé négociable)

“non-negotiable receipt” means a receipt in which it is stated that the goods specified in it will be delivered to the holder of it. (récépissé non négociable)

“purchaser” includes mortgagee and pledgee. (acheteur)

“receipt” means a warehouse receipt. (récépissé)

“storer” means a person who receives goods for storage for reward. (entreposeur)

“to purchase” includes to take as mortgagee or pledgee. (acheter)

“warehouse receipt” means an acknowledgement in writing by a storer of the receipt for storage of goods that do not belong to the storer. (récépissé d’entrepôt)

R.S.1973, c.W-3, s.1

Application

2(1)The provisions of this Act do not apply to receipts made and delivered before April 25, 1947.

2(2)Nothing in this Act shall be deemed to include or apply to the manager or operator of a grain elevator as “manager” and “operator” are defined by the Canada Grain Act (Canada) or to any railway or express company within the jurisdiction of the Parliament of Canada.

R.S.1973, c.W-3, s.29, s.30

Receipt

3(1)A receipt shall contain the following particulars:

(a) the location of the warehouse or other place where the goods are stored;

(b) the name of the person by whom or on whose behalf the goods are deposited;

(c) the date of the issue of the receipt;

(d) a statement either

(i) that the goods received will be delivered to the holder of the receipt, or

(ii) that the goods will be delivered to bearer or to the order of a named person;

(e) the rate of storage charges;

(f) a description of the goods or of the packages containing them;

(g) the signature of the storer or the storer’s authorized agent; and

(h) a statement of the amount of any advance made and of any liability incurred for which the storer claims a lien.

3(2)If a storer omits from a negotiable receipt any of the particulars set out in subsection (1), the storer is liable for damage caused by the omission.

3(3)No receipt shall by reason of the omission of any of the particulars set out in subsection (1) be deemed not to be a warehouse receipt.

3(4)A storer may insert in a receipt issued by the storer any other term or condition that

(a) is not contrary to any provision of this Act, and

(b) does not impair the storer’s obligation to exercise the care and diligence in regard to the goods that a careful and vigilant owner of similar goods would exercise in the custody of them in similar circumstances.

3(5)Subject to the provisions of this Act, a warehouse receipt issued by a storer, when delivered to the owner or bailor of the goods or mailed to that person at that person’s address latest known to the storer, constitutes the contract between the owner or bailor and the storer; but the owner or bailor may, within 20 days after the delivery or mailing, notify the storer in writing that that person does not accept the contract, and at that point the owner or bailor shall remove the goods deposited subject to the storer’s lien for charges, and if that notice is not given, then the warehouse receipt so delivered or mailed constitutes the contract.

R.S.1973, c.W-3, s.2

Negotiability of negotiable receipt

4Words in a negotiable receipt limiting its negotiability are void.

R.S.1973, c.W-3, s.3

Duplicate receipt

5(1)No more than one receipt shall be issued in respect of the same goods except in the case of a lost or destroyed receipt, in which case the new receipt, if one is given, shall bear the same date as the original and shall be plainly marked on its face “duplicate.”

5(2)A storer is liable for all damage caused by the storer’s failure to observe the provisions of subsection (1) to any person who purchases the new receipt for valuable consideration, believing it to be an original, even though the purchase occurs after the delivery of the goods by the storer to the holder of the original receipt.

5(3)A receipt on the face of which the word “duplicate” is plainly marked is a representation and warranty by the storer that it is an accurate copy of a receipt properly issued and uncancelled at the date of the issue of the duplicate.

R.S.1973, c.W-3, s.4

Non-negotiable receipt

6(1)A storer who issues a non-negotiable receipt shall cause to be plainly marked on its face the words “non-negotiable” or “not negotiable.”

6(2)If a storer fails to comply with subsection (1), a holder of the receipt who purchases it for valuable consideration believing it to be negotiable may, at the holder’s option, treat the receipt as vesting in the holder all rights attaching to a negotiable receipt and imposing on the storer the same liabilities which the storer would have incurred had the receipt been negotiable, and the storer is liable accordingly.

R.S.1973, c.W-3, s.5

Delivery of goods by storer

7(1)A storer, in the absence of lawful excuse, shall deliver the goods referred to in the receipt,

(a) in the case of a negotiable receipt, to its bearer on demand made by the bearer and on the bearer

(i) satisfying the storer’s lien,

(ii) surrendering the receipt with such endorsements as are necessary for the negotiation of the receipt, and

(iii) acknowledging in writing the delivery of the goods, and

(b) in the case of a non-negotiable receipt, to its holder on the holder

(i) satisfying the storer’s lien, and

(ii) acknowledging in writing the delivery of the goods.

7(2)If a storer refuses or fails to deliver the goods in compliance with subsection (1), the burden is on the storer to establish the existence of a lawful excuse for the refusal or failure.

7(3)If a person is in possession of a negotiable receipt that has been duly endorsed to that person or endorsed in blank, or by the terms of which the goods are deliverable to that person or that person’s order or to bearer, if delivery is made in good faith and without notice of any defect in the title of that person, the storer is justified in delivering the goods to that person.

R.S.1973, c.W-3, s.6, s.7; 1987, c.6, s.118

Liability of storer for failure to cancel receipt

8(1)Except as provided in section 18, if a storer delivers goods for which the storer has issued a negotiable receipt and fails to take up and cancel the receipt, the storer is liable, for failure to deliver the goods, to anyone who purchases the receipt in good faith and for valuable consideration, whether the purchaser acquired title to the receipt before or after the delivery of the goods by the storer.

8(2)Except as provided in section 18, if a storer delivers part of the goods for which the storer has issued a negotiable receipt and fails to take up and cancel the receipt, or to place plainly on it a statement of what goods or packages have been delivered, the storer is liable, for failure to deliver all the goods specified in the receipt, to any one who purchases the receipt in good faith and for valuable consideration, whether the purchaser acquired title to the receipt before or after the delivery of any portion of the goods.

R.S.1973, c.W-3, s.8

Lost or destroyed receipt

9If a negotiable receipt has been lost or destroyed, a judge of The Court of King’s Bench of New Brunswick may, on application after notice to the storer by the person lawfully entitled to possession of the goods and on satisfactory proof of the loss or destruction, order the delivery of the goods on the giving of a bond with sufficient sureties to be approved in accordance with the practice of the court to indemnify the storer against any liability, cost or expense which the storer may be under or be put to by reason of the original receipt remaining outstanding; and the storer is entitled to the storer’s costs of the application.

R.S.1973, c.W-3, s.9; 1979, c.41, s.127; 2023, c.17, s.279

Disputed claim

10If a storer has information that a person other than the holder of a receipt claims to be the owner of or entitled to the goods, the storer may refuse to deliver the goods until the storer has had a reasonable time, not exceeding ten days, to ascertain the validity of the adverse claim or to commence interpleader proceedings.

R.S.1973, c.W-3, s.10

Evidence

11A negotiable receipt, in the hands of a holder who purchased it for valuable consideration, is conclusive evidence of the receipt by the storer of the goods described in it as against the storer and any person signing the receipt on the storer’s behalf, even though the goods or a part of them might not have been so received, unless the holder of the negotiable receipt has actual notice at the time of receiving the receipt that the goods have not in fact been received.

R.S.1973, c.W-3, s.11

Effect of description of goods in receipt

12If goods are described in a receipt merely by a statement

(a) of certain marks or labels on the goods or on the packages containing them,

(b) that the goods are said by the depositor to be goods of a certain kind, or

(c) that the packages containing the goods are said by the depositor to contain goods of a certain kind,

or by a statement of import similar to that of paragraph (a), (b) or (c), the statement does not impose any liability on the storer in respect of the nature, kind or quality of the goods, but shall be deemed to be a representation by the storer that the marks or labels were in fact on the goods or packages, that the goods were in fact described by the depositor as stated or that the packages containing the goods were in fact described by the depositor as containing goods of a certain kind, as the case may be.

R.S.1973, c.W-3, s.12

Liability of storer for negligence

13A storer is liable for loss of or injury to goods caused by the storer’s failure to exercise the care and diligence in regard to them that a careful and vigilant owner of similar goods would exercise in the custody of them in similar circumstances.

R.S.1973, c.W-3, s.13

Mingling of fungible goods

14If authorized by agreement or by custom, a storer may mingle fungible goods with other goods of the same kind and grade, and in that case the holders of the receipts for the mingled goods own the entire mass in common, and each holder is entitled to such proportion of it as the quantity shown by that person’s receipt to have been deposited bears to the whole.

R.S.1973, c.W-3, s.14

Freedom from execution after issuance of negotiable receipt

15If goods are delivered to a storer by the owner or a person whose act in conveying the title to them to a purchaser in good faith for value would bind the owner, and a negotiable receipt is issued for them, they cannot after that time while in the possession of the storer be levied under an execution, unless the receipt is first surrendered to the storer.

R.S.1973, c.W-3, s.15

Storer’s lien

16If a negotiable receipt is issued for goods, the storer has no lien on the goods, except for charges for storage of those goods after the date of the receipt, unless the receipt expressly enumerates other charges for which a lien is claimed.

R.S.1973, c.W-3, s.16

Perishable or hazardous goods

17(1)If goods are of a perishable nature, or by keeping will deteriorate greatly in value or injure other property, the storer may give such notice as is reasonable and possible under the circumstances to the holder of the receipt for the goods if the name and address of the holder is known to the storer or, if not known to the storer, then to the depositor, requiring that person to satisfy the lien on the goods and to remove them from the warehouse; and on the failure of that person to satisfy the lien and remove the goods within the time specified in the notice, the storer may sell the goods at public or private sale without advertising.

17(2)The notice referred to in subsection (1) may be given by sending it by registered mail addressed to the person to whom it is to be given at the person’s latest known address, and the notice shall be deemed to be given on the day following the mailing.

17(3)If the storer after a reasonable effort is unable to sell the goods, the storer may dispose of them in any manner the storer thinks fit and incurs no liability for doing so.

17(4)The storer shall, from the proceeds of any sale made under this section, satisfy the storer’s lien and hold the balance in trust for the holder of the receipt.

R.S.1973, c.W-3, s.17

Liability of storer after sale of goods

18If goods have been lawfully sold to satisfy a storer’s lien, or have been lawfully sold or disposed of under the provisions of section 17, the storer is not liable for failure to deliver the goods to the holder of the receipt.

R.S.1973, c.W-3, s.18

Negotiation of negotiable receipt

19(1)A negotiable receipt may be negotiated by delivery in either of the following cases:

(a) if, by the terms of the receipt, the storer undertakes to deliver the goods to the bearer; or

(b) if, by the terms of the receipt, the storer undertakes to deliver the goods to the order of a named person, and that person or a subsequent endorsee has endorsed it in blank or to bearer.

19(2)If, by the terms of a negotiable receipt, the goods are deliverable to bearer, or if a negotiable receipt is endorsed in blank or to bearer, the receipt may be negotiated by the bearer endorsing it to a named person, and in that case the receipt shall after that time be negotiated by the endorsement of the endorsee or a subsequent endorsee, or by delivery if it is again endorsed in blank or to bearer.

19(3)If, by the terms of a negotiable receipt, the goods are deliverable to the order of a named person, the receipt may be negotiated by the endorsement of that person.

19(4)An endorsement under subsection (3) may be in blank, to bearer or to a named person, and if the endorsement is to a named person, the receipt may be again negotiated by endorsement in blank, to bearer or to another named person, and subsequent negotiation may be made in like manner.

R.S.1973, c.W-3, s.19

Transfer of goods covered by non-negotiable receipt

20The goods covered by a non-negotiable receipt may be transferred by the holder by delivery to a purchaser or donee of the goods of a transfer in writing executed by the holder, but the transfer does not affect or bind the storer until the storer is notified of it in writing.

R.S.1973, c.W-3, s.20

Effect of transfer of goods covered by non-negotiable receipt

21(1)A person, to whom the goods covered by a non-negotiable receipt are transferred, acquires as against the transferor,

(a) the title to the goods, and

(b) the right to deposit with the storer the transfer or its duplicate or to give written notice of the transfer to the storer.

21(2)The transferee acquires the benefit of the obligation of the storer to hold possession of the goods for the transferee according to the terms of the receipt on

(a) deposit of the transfer of the goods, or

(b) giving written notice of the transfer and letting the storer have a reasonable opportunity to verify the transfer.

R.S.1973, c.W-3, s.21

Effect of negotiation of negotiable receipt

22A person to whom a negotiable receipt is duly negotiated acquires

(a) such title to the goods as the person negotiating the receipt to that person had or had ability to transfer to a purchaser in good faith for valuable consideration, and also such title to the goods as the depositor or person to whose order the goods were to be delivered by the terms of the receipt had or had ability to transfer to a purchaser in good faith for valuable consideration, and

(b) the benefit of the obligation of the storer to hold possession of the goods for that person according to the terms of the receipt as fully as if the storer had contracted directly with that person.

R.S.1973, c.W-3, s.22; 1987, c.6, s.118

Transfer of negotiable receipt without endorsement

23If a negotiable receipt is transferred for valuable consideration by delivery, and the endorsement of the transferor is essential for negotiation, the transferee acquires a right against the transferor to compel the transferor to endorse the receipt, unless a contrary intention appears, and the negotiation takes effect as of the time when the endorsement is made.

R.S.1973, c.W-3, s.23

Warranty respecting receipt

24A person who for valuable consideration negotiates or transfers a receipt by endorsement or delivery, including one who assigns for valuable consideration a claim secured by a receipt, unless a contrary intention appears, warrants

(a) that the receipt is genuine,

(b) that the person has a legal right to negotiate or transfer it,

(c) that the person has no knowledge of any fact that would impair the validity of the receipt, and

(d) that the person has a right to transfer the title to the goods and that the goods are merchantable or fit for a particular purpose whenever those warranties would have been implied, if the contract of the parties had been to transfer without a receipt the goods represented by it.

R.S.1973, c.W-3, s.24

Effect of endorsement of negotiable receipt

25The endorsement of a receipt does not make the endorser liable for any failure on the part of the storer or previous endorsers of the receipt to fulfil their respective obligations.

R.S.1973, c.W-3, s.25

Validity of negotiation of receipt

26The validity of the negotiation of a receipt is not impaired by the fact that the negotiation was a breach of duty on the part of the person making the negotiation, or by the fact that the owner of the receipt was induced by fraud, mistake or duress to entrust the possession or custody of the receipt to that person, if the person to whom the receipt was negotiated, or a person to whom the receipt was subsequently negotiated, paid value for it without notice of the breach of duty, or fraud, mistake or duress.

R.S.1973, c.W-3, s.26

Subsequent negotiation

27If a person having sold, mortgaged or pledged goods that are in a warehouse and for which a negotiable receipt has been issued, or having sold, mortgaged or pledged a negotiable receipt representing goods, continues in possession of the negotiable receipt, the subsequent negotiation of the receipt by that person under any sale or other disposition of it to any person receiving it in good faith, for valuable consideration and without notice of the previous sale, mortgage or pledge, shall have the same effect as if a previous purchaser of the goods or receipt had expressly authorized the subsequent negotiation.

R.S.1973, c.W-3, s.27

Seller’s lien or right of stoppage in transit

28If a negotiable receipt has been issued for goods, no seller’s lien or right of stoppage in transit defeats the rights of a purchaser for value in good faith to whom the receipt has been negotiated, whether the negotiation is before or after the notification to the storer who issued the receipt of the seller’s claim to a lien or right of stoppage in transit, and the storer shall not deliver the goods to an unpaid seller unless the receipt is first surrendered for cancellation.

R.S.1973, c.W-3, s.28

N.B. This Act was proclaimed and came into force September 1, 2011.

N.B. This Act is consolidated to June 16, 2023.

2011, c.236 - Warehouse Receipts Act

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