Section 8--105. Notice of Adverse Claim.
(a) A person has notice of an adverse claim if:
(1) the person knows of the adverse claim;
(2) the person is aware of facts sufficient to indicate that
there is a significant probability that the adverse claim
exists and deliberately avoids information that would
establish the existence of the adverse claim; or
(3) the person has a duty, imposed by statute or regulation, to
investigate whether an adverse claim exists, and the
investigation so required would establish the existence of
the adverse claim.
(b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.
(c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:
(1) one year after a date set for presentment or surrender for
redemption or exchange; or
(2) six months after a date set for payment of money against
presentation or surrender of the certificate, if money was
available for payment on that date.
(d) A purchaser of a certificated security has notice of an adverse claim if the security certificate:
(1) whether in bearer or registered form, has been indorsed "for
collection" or "for surrender" or for some other purpose not
involving transfer; or
(2) is in bearer form and has on it an unambiguous statement that
it is the property of a person other than the transferor, but
the mere writing of a name on the certificate is not such a
(e) Except as provided in section 9--516(e), filing of a financing statement under Article 9 is not notice of an adverse claim to a financial asset.
Last modified: February 3, 2019