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Warehouseman (WHM)

A person, natural or juridical, lawfully engaged in the

business of storing of goods for profit (Sec. 58, WRL).

Warehouse (WH)

The building or place where goods are deposited and

stored for profit.

Persons who may issue a Warehouse Receipt

1. WHM, whether public or private, bonded or not

(Sec. 1, WHR Law).
2. A person authorized by a WHM.

Form and essential terms of a Warehouse Receipt

It need not be in particular form but must embody

within its written or printed terms (LCD-DSWD-LF):

1. Location of the WH
2. Consecutive number of the receipt
3. Date of the issue
4. A statement whether the goods received will be
Delivered to bearer, to a specified person or to a
specified person or his order
5. Signature of the WHM
6. If the receipt is issued for goods of which the
Warehouseman is the owner, either solely or
WAREHOUSE RECEIPTS (WHR) LAW jointly or in common with others, the fact of such
(ACT 2137, AS AMENDED) ownership; and
7. Description of the goods
8. A statement of the amount of advances made
Warehouse Receipt (WHR) and of liabilities incurred for which the
warehouseman claims a Lien.
It is a written acknowledgment by the warehouseman 9. Fees (Sec. 2, WH Law).
that he has received and holds certain goods therein
described in his warehouse for the person to whom Effects of omission of any of the essential terms
the document is issued. The warehouse receipt has (CIV-N)
two-fold functions, that is, it is a contract and a
receipt (Telengtan Bros. & Sons v. CA, G.R. No. 1. Conversion of the contract to ordinary deposit.
L-110581, Sept 21, 1994). 2. Injured person can hold WHM liable for all
damages caused by the omission
Warehouse receipt law v. Documents of title under 3. Validity of receipt not affected
the Civil Code 4. Negotiability of receipts not affected (Gonzales v.
Go Fiong & Luzon Surety Co., G.R. No. 91776,
Prohibited terms in a Warehouse Receipt
Warehouse receipts Other receipts of
issued by warehouses, documents issued in
A warehouseman may insert in a receipt issued by
whether public or bailment contracts other
him, any other terms and conditions provided that
private, bonded or than warehouse receipts
such terms and conditions shall not be (C2-RMN):
not. (Art.1507-1520 NCC)
1. Contrary to the Warehouse Receipts Law
(Sec. 3).


2. Contrary to law, morals, good customs, 1. The owner
public order or public policy. 2. Any person to whom the possession or custody of
3. Terms Reducing the required diligence of the the receipt has been entrusted by the owner, if, by
warehouseman (Ibid) the terms of the receipt, the goods are deliverable to
4. Those exempting the warehouseman from the order of the person to whom the possession or
liability for Misdelivery or for not giving custody of receipt has been entrusted or in such form
statutory notice in case of sale of goods. that it may be negotiated by delivery (Sec. 40, WHR
5. Those exempting the warehouseman from Law).
liability for Negligence.
Effect when a Negotiable Warehouse Receipt was
Effect when the goods deposited are incorrectly delivered without the necessary indorsement (AC -
described DC)

GR: Warehouseman shall be liable for damages for 1. The transferee ACquires title against the transferor
non-existence or misdescription of goods at the time 2. There is no Direct obligation of the WHM; and
of its issue. 3. The transferee can Compel the transferor to
complete the negotiation by indorsing the
XPN: When the goods are described based on: instrument. Negotiation takes effect as of the time
1. Series or labels upon them when the indorsement is actually made.
2. Statement that the goods are of certain kind.
Rights of the owner of the Negotiable Warehouse
Person to whom the goods should be delivered Receipt in case the signature of an owner was forged
(PDO) and the forger was able to withdraw the goods from
the Warehouseman
1. To the person lawfully entitled to the Possession of
the goods, or his agent; 1. If under WHR, the goods are deliverable to the
2. To the person entitled to Delivery under a depositor or to his order, the owner of the said
non-negotiable instrument or with written authority; negotiable receipt may proceed against the WHM
or and/or the holder.
3. To the lawful Order of a negotiable receipt (person 2. Without the valid indorsement of the owner to the
in possession of a negotiable receipt) (Sec. 9, WHR holder or in blank, the WHM is liable to the owner for
Law). conversion in the misdelivery.
3. If the goods are deliverable to bearer, the owner
KINDS may only proceed against the holder. The WHM is not
liable for conversion where the goods are delivered
Kinds of Warehouse Receipt to a person in possession of a bearer negotiable
1. Negotiable warehouse receipt
2. Non-negotiable warehouse receipt Duplicate receipts must be so marked in case one
negotiable receipt is issued for the same goods
Negotiable WHR
A WHM shall be liable for all damages caused by his
It is a receipt in which it states that the goods failure to do so to anyone who purchased the
received will be delivered to the bearer or to the subsequent receipt for value supposing it to be an
order of any person named in such receipt (Sec. 5, original, even though the purchase be after the
WHR Law). It is negotiated by delivery or delivery of the goods by the WHM to the holder of
indorsement plus delivery. the original receipt (Sec. 6, WHR Law).

NOTE: No provision shall be inserted in a negotiable receipt NOTE: The word “duplicate” shall be plainly placed upon
that it is non-negotiable. Such provision, if inserted, shall be the face of every such receipt, except the first one issued
void, and the receipt shall remain negotiable. A negotiable (ibid.).
warehouse receipt cannot be converted into
non-negotiable (Sec. 5, WHR Law). Non-Negotiable Warehouse Receipt

Person who may negotiate a Negotiable Warehouse It is a receipt in which it is stated that the goods
Receipt received will be delivered to the depositor or to any
other specified person (Sec. 4, WHR Law).


NOTE: To make it non-negotiable, it is needed to be DISTINCTION BETWEEN A NEGOTIABLE INSTRUMENT
indicated in the face of the WHR by the warehouseman AND A NEGOTIABLE WAREHOUSE RECEIPT
issuing it that the same is “non-negotiable,” or “not
negotiable” (Sec.7, WHR Law).
Negotiable Instrument v. Negotiable Warehouse
Effect of failure to place an indication of
non-negotiability in the WHR
Failure to mark the WR as “non-negotiable” shall
Does not contain an
entitle the holder, who purchased it for value Contains an
unconditional promise to
supposing it to be negotiable, to treat such receipt unconditional promise
pay a sum certain in
negotiable (ibid). to pay a sum certain in
money. The obligation is to
deliver goods.
Transfer of a Non-Negotiable Warehouse Receipt
The subject is
The subject is money.
A non-negotiable warehouse receipt may be
The negotiable
transferred by its delivery to the transferee The warehouse receipt is
instrument is the object
accompanied by a deed of assignment, donation or not the object of value.
of value.
other form of transfer.
Effect of indorsement of a Non-Negotiable Intermediate parties are
Warehouse Receipt Intermediate parties not liable for the
become secondarily warehouse man’s failure
Even if the receipt is indorsed, the transferee liable. to deliver the goods.
acquires no additional right (Sec. 39, WHR Law).
Although endorsers or
Warranties on a Warehouse Receipt intermediate parties are
not liable for any failure on
A person who, for value, negotiates or transfers a the part of the
receipt by indorsement or delivery, including one warehouseman or
who assigns for value a claim secured by a receipt, previous endorsers of the
The general endorsers
unless a contrary intention appears warrants (GRIT) : receipt to fulfill their
warrant that the
1. Receipt is Genuine obligations they may be
instrument after due
2. Legal Right to negotiate or transfer it held liable for breach of
presentment shall be
3. No knowledge of defects that may Impair warranties such as: (1)
paid and in case of
the validity or worth of the receipt receipt is genuine and in
dishonor and notice of
4. That he has a right to Transfer title to the respect what it purports to
dishonor given, the
goods and that the goods are merchantable be (2) they have legal title
endorser shall pay the
or fit for a particular purpose whenever such to the instrument (3)
warranties would have been to transfer goods are fit for
without a receipt of goods represented consumption and
thereby (Sec. 44, WHR Law). merchantable (4) they are
not aware of any
NOTE: The indorsee does not guarantee that the WHM will information that will make
comply with his duties (Sec. 45, WHR Law). the instrument worthless

When no warranty implied Rights of a holder of a Negotiable Warehouse

Receipt v. the Rights of a transferee of a
A mortgagee, pledgee, or holder for security of a Non-Negotiable Warehouse Receipt
receipt who, in good faith, demands or receives
payment of the debt for which such receipt is NEGOTIABLE WAREHOUSE NON-NEGOTIABLE
security, whether from a party to a draft drawn for RECEIPT WAREHOUSE RECEIPT
such debt or from any other person, shall not, by so May be acquired through May be acquired through
doing, be deemed to represent or to warrant the negotiation transfer or assignment
genuineness of such receipt or the quantity or quality Rights of the holder of the Rights of transferee:
of the goods therein described. In short, a creditor receipt:
receiving the WHR given as collateral makes no 1. Acquires title to the
warranty (Sec. 46, WHR Law). 1. If indorsed: goods subject to the


terms of any agreement The same is true provided that the person to whom
a. Acquires title to the with the transferor (Sec. the receipt was negotiated or a person to whom the
goods as the person 42, WHR Law). receipt was subsequently negotiated paid value
negotiating (Sec. 41, 2. Acquires the right to therefor, without notice of the breach of duty, or
WHR Law). notify the warehouseman fraud, mistake or duress (Sec. 47, WHR Law).
b. Acquires the direct of the transfer and
obligation of the thereby acquires the Q: Coco was issued by a Warehouseman a
warehouseman to hold direct obligation of the negotiable receipt for safekeeping by the latter of
possession of the goods warehouseman to hold his goods. Can the judgment creditor of Coco levy by
for him as if the possession of the goods execution the goods covered by the negotiable
warehouseman directly for him (ibid). receipt?
contracted with him
(ibid). NOTE: Prior to notice, the A: The goods cannot, while in the possession of the
title of the transferee may WHM, be attached by garnishment or otherwise, or
be defeated by the levy of be levied upon under an execution unless the receipt
2. If not indorsed:
an attachment or execution
He may compel be first surrendered to the WHM, or its negotiation
upon the goods by a creditor
indorsement; other-wise, of the transferor or by a
enjoined. The warehouseman cannot be compelled to
he would acquire title as notification to the deliver the actual possession of the goods until the
that of an assignee (Sec. warehouseman by the receipt is surrendered to it or impounded by the
43, WHR Law.). transferor or a subsequent court.
purchaser from the
transferor of a subsequent Q: Assuming that prior to the levy, the receipt was
sale of the goods by the sold to Yoyo on the basis of which he filed a claim
transferor. (ibid.) with the sheriff. Would Yoyo have better rights to
Defeats the lien of the the goods than the creditor? Explain your answer.
seller of the goods covered Acquires the title as that of (1999 Bar Question)
thereby (Sec. 49, WHR his transferor.
Law). A: Yes. Yoyo, as a holder for value of the receipt, has
Good covered cannot be a better right to the goods than the creditor. It is
garnished, attached or Yoyo that can surrender the receipt which is in its
levied on execution by possession and can comply with the other
unless: Pending notification to
the warehouseman, requirements which will oblige the warehouseman to
goods can be garnished, deliver the goods, namely, to sign a receipt for the
1. Receipt is surrendered. delivery of the goods, and to pay the
2. Its negotiation is attached or levied on
execution warehouseman's liens and fees and other charges.
enjoined by the court.
3. The goods are Reason: Absent such
notice, both the Q: What is the proper recourse of the
impounded by the court warehouseman if he is uncertain as to who is
(Sec. 25, WHR Law). warehouseman and the
sheriff have a right to entitled to the goods? Explain. (2005 Bar Question)
NOTE: assume that the goods
are still owned by the A: Since there is a conflicting claim of ownership or
This shall not apply if the
person whose name title, the warehouseman should file a complaint in
person depositing is not
the owner of the goods or appears in the receipt. interpleader requiring the claimants to interplead.
one who has no right to The matter involves a judicial question as to whose
convey title to the goods claim is valid.
binding upon the owner.
The assignee only steps Rule where a warehouse receipt is transferred to
Protects the purchaser in
into the shoes of the secure payment of a loan by way of pledge or
good faith and for value.
assignor. mortgage

Breach of duty on the part of the person making the The pledgee or mortgagee does not automatically
negotiation or fraud, mistake or duress on the become the owner of the goods but merely retains
owner of the receipt to entrust possession or the right to keep, and with the consent of the owner
custody DOES NOT impair the validity of negotiation to sell them so as to satisfy the obligation from the
of a Warehouse Receipt proceeds for the simple reason that the transaction is
not a sale but only a mortgage or pledge. Likewise, if


the property is lost without the fault or negligence of b. An offer to surrender the receipt, if
the mortgagee or pledgee, then said goods are to be negotiable with such indorsements as
regarded as lost on account of the real owner, would be necessary for the
mortgagor or pledgor (PNB v. Sayo, Jr., G.R. No. negotiation of the receipts
129198, July 9, 1998). c. A readiness and willingness to
sign, when the goods are delivered,
Non-payment by the original depositors of the an acknowledgment that they have
purchase price will NOT render the further been delivered, if such signature is
negotiation of the receipt invalid requested by the warehouseman (Sec. 8,
WHR Law).
The negotiation of the warehouse receipt by the 3. Keep the goods separate from the goods of other
buyer of goods purchased from and deposited to the depositors, except if authorized by agreement or
warehouseman is valid even if the warehouseman by custom, fungible goods may be mingled with
who issued the negotiable warehouse receipt was not other goods of the same kind and grade.
paid by the buyer. The validity of the negotiation
cannot be impaired by the fact that the Instance when the need for a demand by the
owner/warehouseman was deprived of the depositor is not necessary
possession of the same by fraud, mistake or
conversion (PNB v. Noah’s Ark Sugar Refinery, G.R. A demand by the depositor is not necessary when the
No. 107243, Sept. 1, 1993). warehouseman has rendered it beyond his power to
deliver the goods.
Q: T delivers two refrigerators to the warehouse of
W who then issues a negotiable receipt undertaking Justified refusal to deliver by the warehouseman (Sa
the delivery of the refrigerators to “T or bearer.” T S.B. Co(nfa) F(elvis))
entrusted the receipt to B for safekeeping only. B
negotiated it, however, to F who bought it in good 1. If the warehouseman’s lien is not SAtisfied
faith and for value. Who is entitled to the delivery of by the claimants (Sec. 31, WHR Law).
the refrigerators? (2011 Bar Question) 2. Where the goods have already been Sold to
satisfy the warehouseman’s lien or because
A: F, since he is a purchaser in good faith and for of their perishable or hazardous nature (Sec.
value. 34, WHR Law).
3. If the warehouse receipt is negotiated Back
Between the real owner of the goods and an to him.
innocent purchaser for value acquiring the 4. When the holder does not satisfy the COnditions
Warehouse Receipt from a thief, the former prevails prescribed in Sec. 8, WHR Law:
a. Non-satisfaction of warehouseman’s lien.
If the goods were stolen from the owner and b. Failure to surrender warehouse receipt.
deposited to the warehouseman who subsequently c. Refusal to sign the Acknowledgement receipt,
issued a warehouse receipt which in turn was duly acknowledging the receipt of the goods from the
negotiated to an innocent purchaser for value, the warehouse.
owner has the better right than the holder of the 5. The failure was not due to any Fault on the part
negotiable warehouse receipt. This is because a thief of the warehouseman:
transfers no title. a. Upon request by or on behalf of the person
lawfully Entitled (Sec. 10, WHR Law).
DUTIES OF A WAREHOUSEMAN b. If the goods are Lost, due to a fortuitous
event exclusively.
Obligations of a warehouseman (TD(sasusi) K) c. If the warehouseman needs reasonable
time to ascertain the Validity of the claim if
1. Take care of the goods entrusted to his someone other than the depositor claims
safekeeping with the same care as a reasonably title to the goods (Sec. 18, WHR Law).
careful owner of similar goods would exercise. d. If he had Information that the delivery
2. Deliver them to the holder of the about to be made was to one not lawfully
receipt or the depositor provided there is entitled (Sec. 10, WHR Law)
demand by the depositor accompanied by either: e. If Several persons claim the goods (Sec. 17,
a. An offer to satisfy the warehouseman’s lien WHR Law.)


Q: The warehouseman, by issuing the warehouse negotiated for value without notice of the proceedings or
receipt, acknowledges that the goods are in his of the delivery of the goods (ibid.).
possession, but he can refuse to deliver the goods to
the holder of the warehouse receipt covering the Instances when the duty to insure the goods arise
goods if - (2012 Bar Question) (RIEL)

a. the warehouse receipt covering the goods is 1. Where the warehouse receipt contains a
not presented. Representation to that effect.
b. the lien of the warehouseman is not satisfied. 2. Where it was an Inducement for the depositor to
c. the said holder presents a materially altered enter into the contract;
warehouse receipt. 3. Established practice; or
d. All of the above. 4. Where the Law provides

A: D. A WHM is bound to deliver the goods upon a Conversion

demand made if such is accompanied with (1) an
offer to satisfy the WHM’s lien; (2) offer to surrender It is an unauthorized assumption and exercise of the
the receipt if negotiable; and (3) readiness to sign an right of ownership over goods belonging to another
acknowledgment receipt when the goods are through the alteration of their condition or the
delivered (Sec. 8, WHR Law). exclusion of the owner’s right (Bouvier’s Law
HOWEVER, Sec. 31 of the said Law expressly provides
that a WHM having a lien valid against the person Instances where a Warehouseman is liable for
demanding the goods may refuse to deliver the goods conversion
to him until the lien is satisfied.
1. Where the delivery is made to person other than
Further, Sec. 13 provided that the alteration of a those authorized
receipt shall not excuse the WHM who issued it from 2. Even if delivered to persons entitled, he may still
any liability if such alteration was: (1) immaterial, (2) be liable for conversion if prior to delivery:
authorized, or (3) made without fraudulent intent. a. He had been requested not to make such
delivery; or
Warehouseman has no cause of action for b. He had received notice of the adverse claim
repossession and damages on the basis of a falsified or title of a third person.
delivery permit
Effects of alteration of the receipt on the liability of
Warehouseman has no cause of action against the the warehouseman
person to whom it delivered deposited articles where
the real parties interested in the questioned articles 1. Alteration immaterial – whether fraudulent or not,
have not yet sued the warehouseman for damages on whether authorized or not, the
account of wrongful delivery (Consolidated Terminals warehouseman is liable on the altered receipt
Inc. vs. Artex Development Co. Inc. G.R. No. L-25748 according to its original tenor
March 10, 1975). 2. Authorized material alteration – the
warehouseman is liable according to the
Remedy if the Warehouse Receipt is lost or terms of the receipt as altered
3. Material alteration innocently made – the
A court of competent jurisdiction may order the warehouseman is liable on the altered receipt
delivery of the goods only: according to its original receipt
a. Upon satisfactory proof of the loss or 4. Material alteration fraudulently made –
destruction of the receipt; and warehouseman is liable according to the
b. Upon the giving of a bond with sufficient original tenor of the receipt to a
sureties to be approved by the court (Sec. 14, WHR purchaser of the receipt for value without notice, and
Law). even to the alterer and subsequent
purchasers with notice except that as
NOTE: The delivery of the goods under an order of the regards to the last two, the
court shall NOT relieve the WHM from liability to a person warehouseman’s liability is limited only to delivery as
to whom the negotiable receipt has been or shall be he is excused from any liability


Instances where a Warehouse man is criminally Remedies available to a Warehouseman to enforce
liable for his acts (GF-DOOM-C) his Warehouseman’s lien (REC)

1. Issuance of warehouse receipts for Good not 1. By Refusing to deliver the goods until the lien is
received (Sec. 50, WHR Law). satisfied
2. Issuance of receipt containing False statement 2. By causing the Extrajudicial sale of the property
(Sec. 51, WHR Law). and applying the proceeds of the value of the lien
3. Issuance of Duplicate negotiable warehouse 3. By filing a civil action for Collection of the unpaid
receipt not marked as such (Sec. 52, WHR Law). charges or by way of counterclaim in an action to
4. Issuance of a negotiable warehouse receipt of recover the property from him or such other
which he is an Owner without stating such fact of remedies allowed by law for the enforcement of
ownership (Sec. 53, WHR Law). a lien against personal property or to a creditor
5. Delivery of goods without Obtaining negotiable against his debtor, for the collection from the
warehouse receipt (Sec. 54, WHR Law). depositor of all the charges which the depositor
6. Negotiation of receipt for Mortgaged goods (Sec. has bound himself to pay.
55, WHR Law).
7. Commingling of goods (Sec. 24, WHR Law). Lien over the goods does not preclude the WHM to
avail all other remedies
Other acts for which Warehouse Man is liable
(DuMP-SICC) Whether a warehouseman has or has not a lien upon
the goods, he is entitled to all remedies allowed by
1. Failure to stamp “Duplicate” on copies of law to a creditor against a debtor for the collection
negotiable receipt (Sec.6, WHR Law). from the depositor of all charges and advances which
2. Misdelivery of goods (Sec. 10, WHR Law). the depositor has expressly or impliedly contracted
3. Failure to Place “non-negotiable” or with the warehouseman to pay (Sec 32, WHR Law).
“not-negotiable” on a non-negotiable receipt
(Sec. 7, WHR Law). Enforcement of a Lien
4. Failure to give notice in case of Sale of goods to
satisfy lien (Sec. 33, WHR Law) or because the The lien may be enforced against the goods of the
goods are perishable or hazardous (Sec. 34, WHR following:
Law). 1. Goods belonging to the person who is liable as
5. Issuing receipt for non-existing goods or debtor; and
misdescribed goods (Sec.20, WHR Law). 2. Goods belonging to others which have been
6. Failure to take Care of the goods (Sec. 21, WHR deposited at any time by the debtor with
Law). authority to make a valid pledge (Sec. 28, WHR
7. Failure to effect Cancellation of a negotiable Law).
receipt upon delivery of the goods (Sec. 11, WHR
Law). Effect of sale made to satisfy a warehouseman’s lien
or in case when the goods are perishable or
WAREHOUSEMAN’S LIEN hazardous in nature

Charges covered by a Warehouseman’s lien (PMA) The WHM shall not thereafter be liable for failure to
deliver the goods to the depositor or owner of the
1. Charges for storage and Preservation of the goods or to a holder of the receipt given for the
goods (insurance and others may be included as goods when they were deposited, even if such receipt
long as it is stipulated) be negotiable (Sec. 36, WHR Law).
2. Money advanced, interest, insurance,
transportation, labor, weighing, coopering and Manner of conducting the execution sale to satisfy
other charges and expenses in relation to such the warehouseman’s lien
3. Charges and expenses for notice, and 1. Notice of the sale
Advertisements of sale, and for sale of the goods a. published once a week for two consecutive
where default had been made in satisfying the weeks in a newspaper published in the place
WHM’s lien (Sec. 27, WHR Law). where such sale is to be held; or
b. If there is no newspaper published in such
place, the advertisement shall be posted at


least ten days before such sale in not less National Bank, vs. Hon. Marcelino L. Sayo, JR., in his
than six conspicuous places therein. capacity as Presiding Judge of the Regional Trial Court
of Manila (Branch 45), et al., G.R. No. 129918, July 9,
NOTE : The notice shall indicate the following: 1998).
1. Description of the goods to be sold;
2. Name of the owner or person on whose
account the goods are held; and
3. Time and place of the sale

2. Sale shall be held not less than fifteen days from

the time of the first publication.
3. In the place where the lien was acquired.

NOTE: The balance, if any, of the proceeds of the execution

sale shall be held by the WHM and delivered on demand to
the person to whom he would have been bound to deliver
or justified in delivering goods (Sec.31, WHR Law).

Effect of the non-publication of the notice of sale

Where the sale was made without the publication

required and before the time provided by law, such
sale is void and the purchases of the goods acquires
no title to them.

A person claiming right over the property may stop

the execution sale of the goods

At any time before the goods are so sold, any person

claiming a right of property or possession therein may
pay the WHM the amount necessary to satisfy his lien
and to pay the reasonable expenses and liabilities
incurred in serving notices and advertising and
preparing for the sale up to the time of such payment
(Sec.33, WHR Law).

Instances when a warehouseman may lose his lien

1. By surrendering possession thereof, or

2. By refusing to deliver the goods when a demand
is made with which he is bound to comply (Sec.

NOTE: Where a negotiable receipt is issued, with the

exception of the charges for the storage or
preservation of goods for which a negotiable
receipt has been issued, the lien exists only for
other charges expressly enumerated in the receipt
so far as they are written although the amount of
the said charge is not stated.

When Warehouseman fees and charges cease to


The warehouseman fees and charges cease to accrue

from the date of rejection by the warehouseman to
heed the lawful demand by the endorsee of the
quedan for the release of the goods (Philippine