Code of the District of Columbia

§ 28:7-102. Definitions and index of definitions.

(a) In this article, unless the context otherwise requires, the term:

(1) “Bailee” means a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them.

(2) “Carrier” means a person that issues a bill of lading.

(3) “Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.

(4) “Consignor” means a person named in a bill of lading as the person from which the goods have been received for shipment.

(5) “Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person that in the ordinary course of business issues warehouse receipts or bills of lading.

(6) “Good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing.

(7) “Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.

(8) “Issuer” means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term “issuer” includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer’s instructions.

(9) “Person entitled under the document” means the holder, in the case of a negotiable document of title or the person to which delivery of the goods is to be made by the terms of or pursuant to instructions in a record under a nonnegotiable document of title.

(10) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(11) “Shipper” means a person that enters into a contract of transportation with a carrier.

(12) “Sign” means with present intent to authenticate or adopt a record:

(A) To execute or adopt a tangible symbol; or

(B) To attach to or logically associate with the record an electronic sound, symbol, or process.

(13) “Warehouse” means a person engaged in the business of storing goods for hire.

(b) Definitions in other articles applying to this article and the sections in which they appear include:

(1) “Contract for sale”, § 28:2-106.

(2) “Lessee in the ordinary course of business”, § 28:2A-103.

(3) “Receipt” of goods, § 28:2-103.

(c) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.


(Dec. 30, 1963, 77 Stat. 718, Pub. L. 88-243, § 1; Apr. 9, 1997, D.C. Law 11-255, § 27(vv), 44 DCR 1271; Apr. 27, 2013, D.C. Law 19-299, § 9, 60 DCR 2634.)

Prior Codifications

1981 Ed., § 28:7-102.

1973 Ed., § 28:7-102.

Section References

This section is referenced in § 28:2-103 and § 28:9-102.

Editor's Notes

The National Conference of Commissioners on Uniform State Laws has noted that if a state has enacted Revised Article 1, as the District of Columbia did in 2013, the definitions of “good faith” in subsection (a)(6) and “record” in (a)(10) need not be enacted in this section as they are contained in Article 1, Section 1-201.

Uniform Commercial Code Comment

Prior Uniform Statutory Provision: Section 76, Uniform Sales Act; Section 58, Uniform Warehouse Receipts Act; Sections 1 and 53, Uniform Bills of Lading Act.

Changes: Applicable definitions from the uniform acts have been consolidated and revised; definition of delivery order is new.

Purposes of Changes and New Matter: 1. “Bailee” was not defined in the old uniform acts. It is used in this Article as a blanket term to designate carriers, warehousemen and others who normally issue documents of title on the basis of goods which they have received. The definition does not, however, require actual possession of the goods. If a bailee acknowledges possession when he does not have it he is bound by sections of this Article which declare the “bailee’s” obligations. (See definition of “Issuer” in this section and Sections 7-203 and 7-301 on liability in case of non-receipt.)

2. The definition of warehouse receipt contained in the general definitions section of this Act ( Section 1-201) eliminates the requirement of the Uniform Warehouse Receipts Act that the issuing warehouseman be “lawfully engaged” in business. The warehouseman’s compliance with applicable state regulations such as the filing of a bond has no bearing on the substantive issues dealt with in this Article. Certainly the issuer’s violations of law should not diminish his responsibility on documents he has put in commercial circulation. The Uniform Warehouse Receipts Act requirement that the warehouseman be engaged “for profit” has also been eliminated in view of the existence of state operated and co-operative warehouses. But it is still essential that the business be storing goods “for hire” ( Section 1-201 and this section). A person does not become a warehouseman by storing his own goods.

3. Delivery orders, which were included without qualification in the Uniform Sales Act definition of document of title, must be treated differently in this consolidation of provisions from the three uniform acts. When a delivery order has been accepted by the bailee it is for practical purposes indistinguishable from a warehouse receipt. Prior to such acceptance there is no basis for imposing obligations on the bailee other than the ordinary obligation of contract which the bailee may have assumed to the depositor of the goods.

Cross References: Point 1: Sections 7-203 and 7-301.

Point 2: Sections 1-201 and 7-203.

See general comment to document of title in Section 1-201.

Definitional Cross References: “Bill of lading”. Section 1-201.

“Contract”. Section 1-201.

“Contract for sale”. Section 2-106.

“Delivery”. Section 1-201.

“Document of title”. Section 1-201.

“Person”. Section 1-201.

“Purchase”. Section 1-201.

“Receipt of goods”. Section 2-103.

“Right”. Section 1-201.

“Warehouse receipt”. Section 1-201.

“Written”. Section 1-201.

Prior Uniform Statutory Provision: Former Section 7-102.

Changes: New definitions of “carrier,” “good faith,” “record,” “sign,” and “shipper.” Other definitions revised to accommodate electronic mediums.

Purposes: 1. “Bailee” is used in this Article as a blanket term to designate carriers, warehousemen and others who normally issue documents of title on the basis of goods which they have received. The definition does not, however, require actual possession of the goods. If a bailee acknowledges possession when it does not have possession, the bailee is bound by sections of this Article which declare the “bailee’s” obligations. (See definition of “Issuer” in this section and Sections 7-203 and 7-301 on liability in case of non-receipt.) A “carrier” is one type of bailee and is defined as a person that issues a bill of lading. A “shipper” is a person who enters into the contract of transportation with the carrier. The definitions of “bailee,” “consignee,” “consignor,” “goods”, and “issuer”, are unchanged in substance from prior law. “Document of title” is defined in Article 1, and may be in either tangible or electronic form.

2. The definition of warehouse receipt contained in the general definitions section of this Act ( Section 1-201) does not require that the issuing warehouse be “lawfully engaged” in business or for profit. The warehouse’s compliance with applicable state regulations such as the filing of a bond has no bearing on the substantive issues dealt with in this Article. Certainly the issuer’s violations of law should not diminish its responsibility on documents the issuer has put in commercial circulation. But it is still essential that the business be storing goods “for hire” ( Section 1-201 and this section). A person does not become a warehouse by storing its own goods.

3. When a delivery order has been accepted by the bailee it is for practical purposes indistinguishable from a warehouse receipt. Prior to such acceptance there is no basis for imposing obligations on the bailee other than the ordinary obligation of contract which the bailee may have assumed to the depositor of the goods. Delivery orders may be either electronic or tangible documents of title. See definition of “document of title” in Section 1-201.

4. The obligation of good faith imposed by this Article and by Article 1, Section 1-304 includes the observance of reasonable commercial standards of fair dealing.

5. The definitions of “record” and “sign” are included to facilitate electronic mediums. See comment 9 to Section 9-102 discussing “record” and the comment to amended Section 2-103 discussing “sign.”

6. “Person entitled under the document” is moved from former Section 7-403.

7. These definitions apply in this Article unless the context otherwise requires. The “context” is intended to refer to the context in which the defined term is used in the Uniform Commercial Code. The definition applies whenever the defined term is used unless the context in which the defined term is used in the statute indicates that the term was not used in its defined sense. See comment to Section 1-201.

Cross References: Point 1: Sections 1-201, 7-203 and 7-301.

Point 2: Sections 1-201 and 7-203.

Point 3: Section 1-201.

Point 4: Section 1-304.

Point 5: Section 9-102 and 2-103.

See general comment to document of title in Section 1-201.

Definitional Cross References: “Bill of lading”. Section 1-201.

“Contract”. Section 1-201.

“Contract for sale”. Section 2-106.

“Delivery”. Section 1-201.

“Document of title”. Section 1-201.

“Person”. Section 1-201.

“Purchase”. Section 1-201.

“Receipt of goods”. Section 2-103.

“Right”. Section 1-201.

“Warehouse receipt”. Section 1-201.