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§12A-4A-202.
§12A-4A-202.
AUTHORIZED AND VERIFIED PAYMENT ORDERS
(a) A payment order received by the receiving bank is the authorized
order of the person identified as sender if that person authorized the
order or is otherwise bound by it under the law of agency.
(b) If a bank and its customer have agreed that the authenticity of
payment orders issued to the bank in the name of the customer as
sender will be verified pursuant to a security procedure, a payment
order received by the receiving bank is effective as the order of the
customer, whether or not authorized, if (i) the security procedure is
a commercially reasonable method of providing security against
unauthorized payment orders, and (ii) the bank proves that it accepted
the payment order in good faith and in compliance with the security
procedure and any written agreement or instruction of the customer
restricting acceptance of payment orders issued in the name of the
customer. The bank is not required to follow an instruction that
violates a written agreement with the customer or notice of which is
not received at a time and in a manner affording the bank a reasonable
opportunity to act on it before the payment order is accepted.
(c) Commercial reasonableness of a security procedure is a question of
law to be determined by considering the wishes of the customer
expressed to the bank, the circumstances of the customer known to the
bank, including the size, type, and frequency of payment orders
normally issued by the customer to the bank, alternative security
procedures offered to the customer, and security procedures in general
use by customers and receiving banks similarly situated. A security
procedure is deemed to be commercially reasonable if (i) the security
procedure was chosen by the customer after the bank offered, and the
customer refused, a security procedure that was commercially
reasonable for that customer, and (ii) the customer expressly agreed
in writing to be bound by any payment order, whether or not
authorized, issued in its name and accepted by the bank in compliance
with the security procedure chosen by the customer.
(d) The term "sender" in this Article includes the customer in whose
name a payment order is issued if the order is the authorized order of
the customer under subsection (a), or it is effective as the order of
the customer under subsection (b).
(e) This section applies to amendments and cancellations of payment
orders to the same extent it applies to payment orders.
(f) Except as provided in this section and in paragraph (1) of
subsection (a) of Section 11 of this act rights and obligations
arising under this section or Section 11 of this act may not be varied
by agreement.
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