delivered the opinion of the court.
This is a controversy .arising in a bankruptcy proceeding. The Commercial National Bank of New Orleans petitioned the District Court for the recovery from the trustee in bankruptcy of certain bales of cotton alleged to have been held by the bankrupts, Dreuil & Company, for the account of the petitioner under trust receipts. The Canal-Louisiana Bank & Trust Company defended, presenting its reconventional demand based upon a claim of superior title. The District Court entered a decree in favor of the Canal-Louisiana Bank & Trust Company (205 Fed.. Rep. 568), which was affirmed by the Circuit Court of Appeals. 211 Fed. Rep. 337.
The controversy arises from the following transactions which were had prior to the bankruptcy. On December 9, 1912, Dreuil & Company, holding inland bills of lading for two lots of cotton (forty bales and sixty bales respectively) pledged the bills of lading with the Canal-Louisiana Bank to secure cеrtain promissory notes for moneys advanced. On December 13, 1912, the bills of lading were withdrawn from the Canal-Louisiana Bank on trust receipts, as follows:
. “Received of Canal Bank & Trust Company the bills of lading or other documents or securities as enumerated below, held by the said bank as collateral pledged to secure advances made to the undersigned, and in consideration thereof, the undersigned hereby agrees to pay over to the said bank or its assignees, and to specifically apply against the very same advances the proceeds of the sale of the property mentioned in the said doсuments; or to deliver to the said bank or its assignees the shipping documents or warehouse receipts representing the undermentioned goods within one day from the receipt thereof, this delivery being temporarily made the undersigned for convenience" only, without novation of the original debt, оr giving the undersigned any title thereto, except as *523 trustee for the said bank, and except to receive the avails thereof or the documents therefor for account of the said bank.”
Dreuil & Company, surrendering the bills of lading to the railroad company, obtained delivery of the cotton and sеnt it to a 'pickery/ where the lot of forty bales was remade into sixty, and the lot of sixty bales into ninety. Dreuil & Company then stored the cotton with a warehouseman, the Planters’ Press, receiving two negotiable warehouse receipts which, on December 17, 1912, they pledged to the Commercial Bank аs security for their notes. On December 20, 1912, and December 28, 1912, these warehouse receipts, respectively, were withdrawn by Dreuil & Company from the Commercial Bank on trust receipts similar in tenor to those which had been given, as above stated, to the Canal-Louisiana Bank. Dreuil & Company then obtained a delivery of the cotton from the Planters’ Press; on December 31, 1912, they were adjudicated bankrupts and temporary receivers were appointed. It appears that sixty of the bales had been disposed of, but the remainder of the cotton, which had been sent by Dreuil & Company to а steamer for shipment, was recovered by the receivers and placed by them in the Planters’ Press, warehouse receipts being issued-therefor which passed into the possession of the trustee. Despite the changes mentioned, and remarkings (which we need not consider), the District Court found the idеntity of the cotton to be established, and there is no further controversy upon that point. Nor is it controverted that the Commercial Bank was a purchaser in good faith for value of the warehouse receipts negotiated to it.
We assume that under the jurisprudence of Louisiana the transаction between Dreuil & Company and the Canal-Louisiana Bank (described by the bank as a pledge) created rights in the bank in the nature of ownership for the purpose of securing its advances (Rev. Stat. of Louis
*524
iana, 2482; Civil Code, Arts. 3157, 3158, 3170, 3173;
Fidelity & Deposit Co.
v.
Johnston,
117 Louisiana, 880, 889; Act 94 of 1912 (Uniform Bills of Lading Act), § 32; and that when the Canal-Louisiana Bank entrusted the bills of lаding to Dreuil & Company for the purposes described in the trust receipts, given to that bank, it could still assert its title as against Dreuil & Company and their trustees in bankruptcy. See
Clark
v.
Iselin,
It is a familiar rule that one who has no titlе to chattels cannot transfer title unless he has the owner’s authority or the owner is estopped. See Civil Code (La.), Arts. 2452, 3142, 3145, 3146. It follows that, in the absence of circumstances creating an estoppel, one without title can *525 not transfer it by the simple device of warehousing the goods and endorsing the receipts. But if the owner of the goods has permitted another to be clothed with the 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. Rep. 848, 852; Williston on Sales, § 421. The effect . of the negotiation of warehouse receipts is defined in the Uniform Warehouse Receipts Act, enacted in Louisiana by Act 221 of 1908. This act provides:
“Sec. 40. Who May Negotiate a Receipt — A negotiable receipt may be negotiated—
“ (a). By the owner thereof; or
“(b). By any person to whom the possession or custody of the receipt has been еntrusted by the owner, if, by the terms of the receipt, the warehouseman undertakes to deliver the goods to the order of the person to whom the possession or custody of the receipt has been entrusted, or if at the time of such entrusting the receipt is in such form that it may be negotiated by delivery.”
“Sec. 41. Rights of Person to Whom a Receipt Has Been Negotiated — 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 depositоr 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 thе receipt as fully as if the warehouseman had contracted directly with him.”
Hs * * ¡H,* * * *
*526 “Sec. 47. When Negotiation Not Impaired by Fraud, Mistake, or Duress — The validity of the negotiation of a receipt is not impaired by the fact that such negotiation was a breach of duty on the part of the person making the negotiation, or by the fact that the owner of the receipt was induced by fraud, mistake, or duress to entrust the possession or custody of the receipt to such person, if the person to whom the receipt was negotiated, or a person to whom the receipt was subsequently negotiated, paid value therefor, without notice of the breaсh of duty, or fraud, mistake, or duress.”
It will be observed that ‘one who takes by trespass or a finder is not included within the description of those who may negotiate.’ (Report of Commissioners on Uniform State Laws, January 1, 1910, p. 204.) Aside from this, the intention is plain to facilitate the use of warehouse receipts as doсuments of title. Under § 40, the person who may negotiate the receipt is either the ‘owner thereof,’ or a ‘person to whom the possession or custody of the receipt has been entrusted by the owner’ if the receipt is in the form described. The warehouse receipt represents the gоods, but the entrusting of the receipt, as stated, is more than the mere delivery of the goods; it is a representation that the one to whom the possession of the receipt has been so entrusted has the title to the goods. By § 47, the negotiation of the receipt to a purchaser for valuе without notice is not impaired by the fact that it is a breach of duty or that the owner of the receipt was induced ‘by fraud, mistake or duress’ to entrust the receipt to the person who negotiated it. And, under § 41, one to whom the negotiable receipt has been duly negotiated acquires such title to the goods as the person negotiating the receipt to him, or the depositor or person to whose order the goods were deliverable by the terms of the receipt, either had or ‘had ability to convey to a purchaser in good faith for value.’ The *527 clear import of these provisions is that if the owner of the goods permits another to have the possession or custody of negotiable warehouse receipts running to the order of the latter, or to bearer, it is a representation of title upon which bona fide purchasers for value are entitled to rely, despite breaches of trust or violations of agreement on the part of the apparent owner.
It cannot be doubted that if Dreuil & Company had pledged to the Commercial Bank the bills of lading which they withdrew from the Canal-Louisiana Bank under the trust receipts, the former paying value in good faith would have had the superior right. This would have been directly within the terms of the Uniform Bills of Lading Act (La. Act 94, 1912, §§ 31, 32, 38, 39). Roland M. Baker Co. v. Brown, supra. See Hardie v. Vicksburg S. & P. Ry., 118 Louisiana, 254. It seems to be contended that the case is different with the warehouse receipts. But it cannot be said that it was not within the contemplation of the parties that Dreuil & Company, on obtaining the goods from the railroad company, shоuld put them in warehouse and take the usual receipts. As we have stated, we are not concerned with what happened at the. ‘pickery,’ as the case is precisely the same, so far as the Commercial Bank is concerned, as if the original bales had been warehoused (without rеmaking) as soon as received. It was not the placing of the cotton in warehouse in the usual course of business, but the negotiation of the receipts, that constituted the violation of Dreuil & Company’s agreement with the Canal-Louisiana Bank. By the very terms of that agreement Dreuil & Company were to take the position of ‘trustee’ for the bank with authority to receive ‘the avails’ of the goods or ‘the documents’ therefor for account of the bank and being bound, to apply the proceeds of sale to the bank’s advances. And in taking documents of title, in ordinary course, pursuant to the agreement which was intended to facilitate the *528 disposition of the cotton through Dreuil & Company, the latter were manifestly permitted to take such documents to their own order, as they took the bills of-lading with which they were entrusted. To repeat, it was the negotiation of the receipts that constituted the breach of trust. But after the Canal-Louisiana Bank had allowed Dreuil & Company to be clothed with apparent ownership through possession of the receipts it cannot be heard to question the title of a bona fide purchaser for value to whom they had been negotiated. In re Richheimer, 221 Fed. Rep. 16.
It is said that under the law of Louisiana, as it stood prior to the enactment of the Uniform Warehouse Receipts Act, the Commercial Bank would not have taken title as against the Canal-Louisiana Bank
(Stern Bros.
v.
Germania-National Bank,
Finally, it is insisted that whatever right the Commercial Bank might have had, if it had retained the warehouse receipts, it lost as against the Canál-Louisiana Bank by permitting Dreuil & Company to withdraw the documents under the trust receipts which they gave to the Commercial Bank; thаt is, that as the cotton came into the possession of Dreuil & Company the equities of the two banks are equal and the earlier equity should prevail. We think that this contention begs the question. The Commercial Bank did not lose its rights, by permitting the withdrawal of its warehouse receipts under the agreement tо hold for its account, any more than the Canal-Louisiana Bank lost its rights merely by the withdrawal of the bills of lading under its trust receipts. It was because the Canal-Louisiana. Bank clothed Dreuil & Company with the indicia of ownership that a bona fide purchaser for value was enabled to take title; and a similar result would have followed if, after the withdrawal of the wаrehouse receipts from the Commercial Bank, there had been a like negotiation by Dreuil & Company. But there was no subsequent negotiation, and the Commercial *530 Bank in the absence of the intervention of a purchaser in good faith for value did not lose its rights by the agreement under which the cotton which it had dúly acquired was to be held for its account. There is no equality of equities, for it was through the action of the Canal-Louisiana Bank and the apparent ownership it created in Dreuil & Company that the Commercial Bank was led to advance its money upon the faith of the documents of title.
The decree is reversed and the cause is remanded with direction to enter a decree in favor of the appellant.
It is so ordered.