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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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