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§12A-3-307.
§12A-3-307.
NOTICE OF BREACH OF FIDUCIARY DUTY
(a) In this section:
(1) "Fiduciary" means an agent, trustee, partner, corporate officer or
director, or other representative owing a fiduciary duty with respect
to an instrument; and
(2) "Represented person" means the principal, beneficiary,
partnership, corporation, or other person to whom the duty stated in
paragraph (1) of this subsection is owed.
(b) If (i) an instrument is taken from a fiduciary for payment or
collection or for value, (ii) the taker has knowledge of the fiduciary
status of the fiduciary, and (iii) the represented person makes a
claim to the instrument or its proceeds on the basis that the
transaction of the fiduciary is a breach of fiduciary duty, the
following rules apply:
(1) Notice of breach of fiduciary duty by the fiduciary is notice of
the claim of the represented person;
(2) In the case of an instrument payable to the represented person or
the fiduciary as such, the taker has notice of the breach of fiduciary
duty if the instrument is (i) taken in payment of or as security for a
debt known by the taker to be the personal debt of the fiduciary, (ii)
taken in a transaction known by the taker to be for the personal
benefit of the fiduciary, or (iii) deposited to an account other than
an account of the fiduciary, as such, or an account of the represented
person;
(3) If an instrument is issued by the represented person or the
fiduciary as such, and made payable to the fiduciary personally, the
taker does not have notice of the breach of fiduciary duty unless the
taker knows of the breach of fiduciary duty; and
(4) If an instrument is issued by the represented person or the
fiduciary as such, to the taker as payee, the taker has notice of the
breach of fiduciary duty if the instrument is (i) taken in payment of
or as security for a debt known by the taker to be the personal debt
of the fiduciary, (ii) taken in a transaction known by the taker to be
for the personal benefit of the fiduciary, or (iii) deposited to an
account other than an account of the fiduciary, as such, or an account
of the represented person.
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