## Facts

- Adel Precision Products Corp. sold a carload of farm machinery for delivery in Lansing, Michigan, and arranged shipment under a uniform order bill of lading “to order” of Adel.
- The shipment originated in California and moved by rail to Lansing, where Grand Trunk Western Railroad Co. became the delivering carrier.
- The original order bill of lading was mistakenly sent to the buyer (Hickman Farm Supplies, Inc.) instead of to Adel.
- When the shipment arrived, Hickman presented the original bill to Grand Trunk with Adel’s name typed on the back, purporting to be an endorsement.
- Adel did not endorse the bill and did not authorize the typed “endorsement.”
- Grand Trunk delivered the goods to Hickman based on the presented bill.
- Adel sued Grand Trunk for the value of the shipment, alleging misdelivery under an order bill of lading.
- A jury found the endorsement was unauthorized, the delivery was a misdelivery, and awarded Adel the shipment’s value.
- Grand Trunk challenged only the denials of its motions for directed verdict and for judgment notwithstanding the verdict; no instructional error was raised.

## Issues

1. Whether, under the Federal Bills of Lading Act and an order bill of lading, Grand Trunk was justified as a matter of law in delivering the goods to Hickman upon surrender of the bill bearing only a typewritten, unauthorized “endorsement.”
2. Whether Adel’s post-delivery conduct constituted ratification of the delivery as a matter of law, barring Adel’s recovery from Grand Trunk.

## Decision

- The Michigan Supreme Court affirmed the judgment for Adel.
- The court held Grand Trunk was not justified as a matter of law in delivering on a bill that the jury could find was not properly endorsed.
- The court held ratification was not established as a matter of law; the evidence permitted competing inferences about Adel’s knowledge and intent.
- Because both issues were properly submitted to the jury and the verdict was supported by evidence, the trial court correctly denied Grand Trunk’s motions for directed verdict and judgment notwithstanding the verdict.

## Legal Principles

- A carrier delivering goods under a uniform order bill of lading must require surrender of the original bill properly endorsed by the named order party; delivery on a defective or unauthorized endorsement exposes the carrier to liability for misdelivery.
- Apparent possession of an order bill with a purported endorsement does not, by itself, establish lawful negotiation or justify delivery as a matter of law when the endorsement’s authenticity or authority is disputed.
- Ratification of an unauthorized delivery turns on the principal’s knowledge and intent and is ordinarily a jury question when reasonable factfinders could differ on the inferences to draw from subsequent conduct.
- On appellate review of denials of directed verdict or judgment notwithstanding the verdict, a verdict will stand where the record contains evidence supporting the jury’s findings and no preserved instructional error undermines the submission of issues to the jury.

## Conclusion

The court upheld a jury verdict holding the delivering railroad liable for misdelivery because delivery under an order bill required a proper endorsement that was not shown as a matter of law, and alleged ratification by the shipper presented a factual question the jury resolved against the carrier.


Adel Precision Prods. Corp. v. Grand Trunk W. R.R. Co., 332 Mich. 519, 51 N.W.2d 922 (Mich. 1952)