W. S. Brown Mercantile Co. v. Yielding Bros. Department Store, Inc.

GARDNER, J. This cause involves the relative rights of the purchaser, in good faith, for value, without actual notice, of the negotiable receipt given by a public warehouseman in conformity with the Uniform Warehouse Receipts Act, and of the mortgagee of the property (cotton) covered by the receipt; the mortgagee having prior to the giving of the receipt obtained and duly filed and had recorded his mortgage in the office of the probate judge of the county where said cotton was grown and stored. As stated by counsel for. appellant in their brief, “No other question, whatever, is involved in this appeal.” [1] Under the provisions of section 3373, Code 1907, the recording of the mortgage operated as a notice of the contents thereof; but it is insisted by appellant’s counsel that the act here under review, known as the Uniform Warehouse Receipts Act (Gen. Acts 1915, p. 661), providing for the negotiability of such warehouse receipts, is inconsistent with the registration statutes above referred to, and that the same is therefore repealed, either expressly or toy implication. That there is no express repeal is quite clear. Section 41 of said act reads as follows: “A person to whom a negotiable receipt has been'duly negotiated acquires thereby — (a) Such title to the goods as the person negotiating the receipt to him had or had ability to convey to a purchaser in good faith for value, 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 convey to a purchaser in good faith for value, and (b) The direct obligation of the warehouseman to hold possession of the goods for him according to the terms of the receipt as fully as if the warehouseman had contracted directly with him.” We think it clear that there is nothing in the language of this section which would justify the construction insisted upon by counsel for appellant. The expression therein “or had ability to convey to a purchaser in good faith for value” clearly means, of course, providing such person was such purchaser in good faith for value. If the purchaser had actual notice, no one, for a moment, would contend that he was a purchaser in good faith. Our registration laws were enacted for the purpose of giving notice, and the mortgage here in question, having been duly recorded, gave the purchaser a constructive notice so as to prevent him from being a purchaser in good faith. The act here under review has been adopted by 35 states, we are informed, and it is insisted that one of its main purposes was to create a uniformity of law in regard to warehouse receipts, and thus facilitate commerce. Few cases seem to have arisen thereunder, and the diligence of counsel has disclosed no cases involving the question here presented. We are cited to the following authorities as bearing upon the construction of this act: Commercial Bank v. Canal Bank, 239 U. S. 520, 36 Sup. Ct. 194, 60 L. Ed. 417; In re Drauil & Co. (D. C.) 205 Fed. 568; Arbuthnot, Latham & Co. v. Richeimer & Co., 139 La. 797, 72 South. 251; Manufacturing Mercantile Co. v. Monarch Refrigerating Co., 266 Ill. 584, 107 N. E. 885; volume 27, Reports of Am. Bar Ass’n, p. 608; volume 33, Am. Bar Ass’n, p. 1000. We find nothing in the reports of the American Bar Association supra which in our opinion lends any support to appellants insistence, and the cases above cited are not at all analogous to the instant case. Indeed, in Commercial Bank v. Canal Bank, supra, the court recognized the familiar rule that one who has no title to chattels cannot transfer the title, unless he has the owner’s au *414 thority or the owner is estopped, and that, “in the absence of circumstances creating an estoppel, one without title cannot transfer it by the simple device of warehousing the goods and endorsing the receipts.” The opinion then proceeds: “But if the owner of the goods has permitted another to be clothed with apparent ownership through the possession of warehouse receipts, negotiable in form, there is abundant ground for protecting a bona fide purchaser for value to whom the receipts have been negotiated. Pollard v. Reardon, 65 Fed. 848 [13 C. C. A. 171]; Williston on Sales, § 42.” [2] The act contains 61 sections, embracing numerous provisions in regard to ware-housemen, the issuance of receipts, their negotiability, and matters of like character, containing, doubtless, many provisions helpful to the commercial world. There is no provision repealing the registration statute of this state, and the same may remain in full force, and not be at all inconsistent with the act here in question. Repeals by implication are not favored by the oourt, and if it was intended that this act should have the effect as here insisted by appellant, it would have been a very simple matter for it to have been so expressed. We are not unmindful of the amendments offered in the Senate, providing against any interference with existing liens or mortgages; and which amendments were tabled. Senate Journal 1915, pp. 2S26, 2849, 3-4. These amendments, however, made no reference to the question of registration, and are therefore of little value upon the question here involved. As there was nothing in the act to the contrary, it was doubtless considered unnecessary to so incumber the act, which had been passed by so1 many states in practically the exact language here employed. Uniformity in regard thereto was therefore greatly desired. It is argued that a holding by this court that the registration statute is still in force after the property is stored and receipts issued therefor will destroy the uniformity of the law. We do, not think, however, such will be the result. It may be presumed, of course, that each state has a registration law of similar character to that prevailing here, and ,we are cited to no authority holding to the contrary of the conclusion we have here reached. We are therefore of the opinion that the court below properly overruled the demurrers to the complaint, and the judgment will be accordingly affirmed. -Affirmed. ANDERSON, O. J., and McOLELLAN and SAYRE, JJ., concur.