2018 New Mexico Statutes
Chapter 55 - Uniform Commercial Code
Article 7 - Documents of Title
Section 55-7-402 - Duplicate document of title; overissue.

A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts; overissue of documents for fungible goods; substitutes for lost, stolen or destroyed documents; or substitute documents issued pursuant to Section 55-7-105 NMSA 1978. The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.

History: 1953 Comp., § 50A-7-402, enacted by Laws 1961, ch. 96, § 7-402; 2005, ch. 144, § 77.

OFFICIAL COMMENTS

UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.

Prior Uniform Statutory Provision. — Former Section 7-402 [55-7-402 NMSA 1978].

Changes. — Changes to accommodate electronic documents.

1. This section treats a duplicate which is not properly identified as a duplicate like any other overissue of documents: a purchaser of such a document acquires no title but only a cause of action for damages against the person that made the deception possible, except in the cases noted in the section. But parts of a tangible bill lawfully issued in a set of parts are not "overissue" (Section 7-304 [55-7-304 NMSA 1978]). Of course, if the issuer has clearly indicated that a document is a duplicate so that no one can be deceived by it, and in fact the duplicate is a correct copy of the original, the issuer is not liable for preparing and delivering such a duplicate copy.

Section 7-105 [55-7-105 NMSA 1978] allows documents of title to be reissued in another medium. Re-issuance of a document in an alternative medium under Section 7-105 requires that the original document be surrendered to the issuer in order to make the substitute document the effective document. If the substitute document is not issued in compliance with section 7-105, then the document should be treated as a duplicate under this section.

2. The section applies to nonnegotiable documents to the extent of providing an action for damages for one who acquires an unmarked duplicate from a transferor who knew the facts and would therefore have had no cause of action against the issuer of the duplicate. Ordinarily the transferee of a nonnegotiable document acquires only the rights of its transferor.

3. Overissue is defined so as to exclude the common situation where two valid documents of different issuers are outstanding for the same goods at the same time. Thus freight forwarders commonly issue bills of lading to their customers for small shipments to be combined into carload shipments for which the railroad will issue a bill of lading to the forwarder. So also a warehouse receipt may be outstanding against goods, and the holder of the receipt may issue delivery orders against the same goods. In these cases dealings with the subsequently issued documents may be effective to transfer title; e.g. negotiation of a delivery order will effectively transfer title in the ordinary case where no dishonesty has occurred and the goods are available to satisfy the orders. Section 7-503 [55-7-503 NMSA 1978] provides for cases of conflict between documents of different issuers.

Point 1: Sections 7-105 [55-7-105 NMSA 1978], 7-207 [55-7-207 NMSA 1978], 7-304 [55-7-304 NMSA 1978], and 7-601 [55-7-601 NMSA 1978].

Point 3: Section 7-503 [55-7-503 NMSA 1978].

"Bill of lading". Section 1-201 [55-1-201 NMSA 1978].

"Conspicuous". Section 1-201.

"Document of title". Section 1-201.

"Fungible goods." Section 1-201.

"Goods". Section 7-102 [55-7-102 NMSA 1978].

"Issuer". Section 7-102.

"Right". Section 1-201.

Repeals and reenactments. — Laws 2005, ch. 144, § 77, effective January 1, 2006, repealed former 55-7-402 NMSA 1978 as enacted by Laws 1961, ch. 96, § 7-402, and enacted a new section. Pursuant to 12-2A-14 NMSA 1978, the 2005 revision is considered an amendment rather than a new enactment.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 13 Am. Jur. 2d Carriers § 327; 15A Am. Jur. 2d Commercial Code § 44; 78 Am. Jur. 2d Warehouse § 45.

Assignment of duplicate bill of lading as terminating vendor's right of stoppage in transitu, 7 A.L.R. 1422.

13 C.J.S. Carriers § 402; 93 C.J.S. Warehousemen and Safe Depositaries § 23.