delivered the opinion of the court.
As to the warehouse receipt, representing the twenty bales of cotton involved in this controversy, the Meridian National Bank is clearly, shown to be a bona fide holder. The receipt was acquired by the 'bank in due course of its dealing with a regular customer, for full value, and without notice of any understanding or secret equities which might have existed between the Star Compress & Warehouse Company and the Meridian Cotton Company. Under such state of case the warehouseman issuing the receipt for cotton deposited for storage or compressing cannot be permitted to assert, as against a subsequent bona fide holder of such receipt, any defense, unless predicated of fraud, except those expressly provided for in the face of'the receipt. The express language of the receipt here under consideration precludes the assertion of the defense by which the appellant *232seeks to defeat recovery. By it the Star Compress & Warehouse Company acknowledges the receipt of the cotton and “binds itself to deliver the same, or pay the cash market value thereof, to- the legal holder of this receipt, acts of Providence, fire, and damage excepted.” It further stipulates that the receipt shall be negotiable and transferable by indorsement, and then provides: “No debt, demand, or set-off will be claimed against said cotton, except such as may be due by the holder at the time of presentation.” The object of storing cotton and other commodities, and accepting in lieu thereof receipts issued by ware-housemen, is that the owners of the goods so deposited may have some evidence of ownership easily and readily negotiable, which may be dealt with without requiring repeated handling and actual delivery of a bulky commodity. The negotiability of such receipts and their commercial value is largely enhanced by the very fact that they are incontestable, and are dealt with as evidencing by their transfer the actual delivery of the commodity represented by the receipt. Their value as a convenient and safe method of commercial dealing and their ready negotiability would be diminished, if not practically destroyed, should the warehouseman issuing the receipt be permitted 'to assert as against subsequent holders private agreements with, or personal claims against, the original holder. In truth, the receipt in question practically embodied on its face the provisions now found in our statute law (see Laws 1904, ch. 89, p. 125), by which all warehouse receipts are made “conclusive evidence in the hands of a bona fide holder for value” that the property mentioned in the receipt has been received, and entitles such holder “to a delivery of the property so stored or deposited, or to the value thereof.”
In view of the fact, therefore, that there is no well-founded inference of collusion or fraud on the part of the bank, the trial judge correctly refused to go into the question of whether the receipt in question was issued to the original holder by mistake *233or through carelessness on the part of the warehouseman. Even had the proffered evidence been admitted, and the fact of the mistaken issuance been clearly established as before shown, it would not have availed as against a bona, fide holder. There is absolutely no proof in the record that the bank knew or had any' reason to suspect that the receipt sued on had been issued in lieu of another receipt for twenty-six bales of cotton in question between the warehouse company and the cotton company. The contention that, because one of the officers of the bank witnessed the execution of a paper by which the cotton company undertook and agreed to indemnify the warehouse company, should it subsequently develop that a certain receipt then delivered the cotton company, for twenty-six bales of cotton, was improperly issued, thereby the bank received such notice as should have put it on strict inquiry before accepting any other receipts from the cotton company, is to our minds untenable. It might, with greater force and more plausibility, be urged that, as the warehouse company delivered such receipt, knowing at the time that it was to be negotiated and acquiescing therein, and then chose to accept the guarantee against loss of the cotton company, it was by its own conduct estopped to deny the validity of the receipt, but would be remitted ’to the security of its own selection, the guarantee and indemnity which it had accepted from the cotton company. It is an elemental principle of law that, where one of two .innocent persons must suffer, the loss must fall on him by whose fault the injury was made possible. Admitting, therefore, that the receipt was issued through mistake, the superintendent of the warehouse company testified that it was through his “own carelessnesshence, as between the bank and the warehouse company, the loss must be borne by the warehouse company, by the negligence of whose representative it was made possible.
In the absence of proof of fraudulent knowledge on the part of the bank, the court also properly excluded the testimony seek*234ing to establish the delivery of the cotton mentioned in the twenty-six bales receipt, and that by which it was sought to be proven that the bank had received the proceeds thereof. Neither question was at issue in the case made by the pleadings. The other assignments of error we think not well taken.
Affirmed.