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§12A-3-302.
§12A-3-302.
HOLDER IN DUE COURSE
(a) Subject to subsection (c) of this section and subsection (d) of
Section 3-106 of this title, "holder in due course" means the holder
of an instrument if:
(1) the instrument when issued or negotiated to the holder does not
bear such apparent evidence of forgery or alteration or is not
otherwise so irregular or incomplete as to call into question its
authenticity; and
(2) the holder took the instrument (i) for value, (ii) in good faith,
(iii) without notice that the instrument is overdue or has been
dishonored or that there is an uncured default with respect to payment
of another instrument issued as part of the same series, (iv) without
notice that the instrument contains an unauthorized signature or has
been altered, (v) without notice of any claim to the instrument
described in Section 3-306 of this title, and (vi) without notice that
any party has a defense or claim in recoupment described in subsection
(a) of Section 3-305 of this title.
(b) Notice of discharge of a party, other than discharge in an
insolvency proceeding, is not notice of a defense under subsection (a)
of this section, but discharge is effective against a person who
became a holder in due course with notice of the discharge. Public
filing or recording of a document does not of itself constitute notice
of a defense, claim in recoupment, or claim to the instrument.
(c) Except to the extent a transferor or predecessor in interest has
rights as a holder in due course, a person does not acquire rights of
a holder in due course of an instrument taken (i) by legal process or
by purchase in an execution, bankruptcy, or creditor's sale or similar
proceeding, (ii) by purchase as part of a bulk transaction not in
ordinary course of business of the transferor, or (iii) as the
successor in interest to an estate or other organization.
(d) If, under paragraph (1) of subsection (a) of Section 3-303 of this
title, the promise of performance that is the consideration for an
instrument has been partially performed, the holder may assert rights
as a holder in due course of the instrument only to the fraction of
the amount payable under the instrument equal to the value of the
partial performance divided by the value of the promised performance.
(e) If (i) the person entitled to enforce an instrument has only a
security interest in the instrument and (ii) the person obliged to pay
the instrument has a defense, claim in recoupment, or claim to the
instrument that may be asserted against the person who granted the
security interest, the person entitled to enforce the instrument may
assert rights as a holder in due course only to an amount payable
under the instrument which, at the time of enforcement of the
instrument, does not exceed the amount of the unpaid obligation
secured.
(f) To be effective, notice must be received at a time and in a manner
that gives a reasonable opportunity to act on it.
(g) This section is subject to any law limiting status as a holder in
due course in particular classes of transactions.
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