Okla. Stat. tit. 12A § 4A-202
Okla. Stat. tit. 12A, § 4A-202
Oklahoma Code Comment
A bank can limit exposure to loss for unauthorized payment orders by obtaining written authority for transfers made on behalf of the customer. The determination of whether a customer is bound by a payment order is resolved under the laws of agency. An express authority to initiate payment orders or behalf of a customer would relieve the bank of liability for following instructions of the agent.
A bank may limit its liability for unauthorized transfers if it agrees with its customer to provide a commercially reasonable procedure designed to provide security against unauthorized payment orders. The choice of security procedure offered to the customer should be real and not one of adhesion; that is, it should not be a top of the line procedure too expensive for any persons. The commercial reasonableness of the security procedure is a question of law considering all the facts and circumstances.
An informal survey of a random sampling of Oklahoma banks which offer funds transfer services was taken. That survey indicates that the policies and procedures regarding security against unauthorized payment orders varies without discernible pattern regarding bank size, volume of requests or amount of individual request. As expected, most banks prefer the customer to initiate a funds transfer request in person. However, if an authorization letter has been previously provided to the bank, all banks who responded to the survey will permit telephone withdrawals providing that additional security procedures are followed. The additional security procedures required vary from voice identification of the individual making the request, return verification call to the customer's office and/or security codes or specific data regarding the customer's account which would only be known to the customer. A few banks currently have formal written agreements which they require all funds transfer customers to execute. These agreements provide for some, if not all, of the security procedures tested above. In summary, it appears that the security procedures against unauthorized funds transfer transactions of Oklahoma banks vary according to the perceived needs and concerns of the specific bank and do not follow any set pattern as regard to size of bank, volume of business or size of transaction.
Suppose a bank offers a commercially reasonable security procedure, but the customer refuses it in favor of a less complex process. If that happens and the customer agrees in writing to be bound by any payment order verified by the process, whether authorized or not, the chosen security procedure is deemed to be commercially reasonable. The fact the customer goes ahead and uses the substandard procedure without an express written agreement is not enough. Wise practice would suggest that the procedure offered should be described or incorporated by reference, and the rejection and the procedure accepted should be set forth in any agreement.
In the face of an agreement to verify payment orders by a commercially reasonable procedure, the customer can recover the amount of an unauthorized payment order only if the customer proves that the order was not caused by someone who obtained the information necessary to initiate the order from customer. § 4A-203(a)(2). See also the Oklahoma Comment to § 4A-203. A bank is not required to follow an instruction which violates a written agreement with its customer.
The legal issues resolved by this and companion sections of Article 4A have been the subject of much litigation under the law prior to Article 4A. For an extensive discussion of that litigation and how Article 4A would resolve it (the Bradford, Securities Funds Services, Abyaneh, Kashanchi, and Gatoil cases), see the introductory comment.