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§12A-7-504.
§12A-7-504.
(1) A transferee of a document, whether negotiable or nonnegotiable,
to whom the document has been delivered but not duly negotiated,
acquires the title and rights which his transferor had or had actual
authority to convey.
(2) In the case of a nonnegotiable document, until but not after the
bailee receives notification of the transfer, the rights of the
transferee may be defeated
(a) by those creditors of the transferor who could treat the sale as
void under Section 2-402; or
(b) by a buyer from the transferor in ordinary course of business if
the bailee has delivered the goods to the buyer or received
notification of his rights; or
(c) as against the bailee by good faith dealings of the bailee with
the transferor.
(3) A diversion or other change of shipping instructions by the
consignor in a nonnegotiable bill of lading which causes the bailee
not to deliver to the consignee defeats the consignee's title to the
goods if they have been delivered to a buyer in ordinary course of
business and in any event defeats the consignee's rights against the
bailee.
(4) Delivery pursuant to a nonnegotiable document may be stopped by a
seller under Section 2-705, and subject to the requirement of due
notification there provided. A bailee honoring the seller's
instructions is entitled to be indemnified by the seller against any
resulting loss or expense.
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