1. (a) Delivery and Agreement.— The holder of a bill of lading may transfer the bill without negotiating it by delivery and agreement to transfer title to the bill or to the goods represented by it. Subject to the agreement, the person to whom the bill is transferred has title to the goods against the transferor.
2. (b) Compelling Indorsement.— When a negotiable bill of lading is transferred for value by delivery without being negotiated and indorsement of the transferor is essential for negotiation, the transferee may compel the transferor to indorse the bill unless a contrary intention appears. The negotiation is effective when the indorsement is made.

3. (c) Effect of Notification.—

   1. (1) When a transferee notifies the common carrier that a nonnegotiable bill of lading has been transferred under subsection (a) of this section, the carrier is obligated directly to the transferee for any obligations the carrier owed to the transferor immediately before the notification. However, before the carrier is notified, the transferee’s title to the goods and right to acquire the obligations of the carrier may be defeated by—

      1. (A) garnishment, attachment, or execution on the goods by a creditor of the transferor; or
      2. (B) notice to the carrier by the transferor or a purchaser from the transferor of a later purchase of the goods from the transferor.

   2. (2) A common carrier has been notified under this subsection only if—

      1. (A) an officer or agent of the carrier, whose actual or apparent authority includes acting on the notification, has been notified; and
      2. (B) the officer or agent has had time, exercising reasonable diligence, to communicate with the agent having possession or control of the goods.

(Pub. L. 103–272, § 1(e), July 5, 1994, 108 Stat. 1348.)

In subsection (a), the words “without negotiating it” are added for clarity.

In subsection (b), the text of 49 App.:113 (last sentence) is omitted as unnecessary because of the words “the transferee may compel the transferor”.

In subsection (c)(1), before clause (A), the words “also acquires the right to notify” and “by the transferor or transferee of a straight bill” are omitted as unnecessary because of the restatement.