Section 8-105 - Notice of Adverse Claim(a) A person has notice of an adverse claim if:(1) the person knows of the adverse claim;(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or(3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.(b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.(c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than: (1) one (1) year after a date set for presentment or surrender for redemption or exchange; or(2) six (6) months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.(d) A purchaser of a certificated security has notice of an adverse claim if the security certificate: (1) whether in bearer or registered form, has been indorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or(2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.(e) Filing of a financing statement under Article 9 of this code is not notice of an adverse claim to a financial asset.Okla. Stat. tit. 12A, § 8-105
Added by Laws 1961, p. 152, § 8-105. Amended by Laws 1984, HB 1800,c. 76, § 6, eff. 11/1/1984; Amended by Laws 1995, SB 522, c. 242, § 5, eff. 2/1/1996.Oklahoma Code Comment
Section 8-105 deals with notice of an adverse claim. Cf. UCC § 3-602. Subsection (d) is substantially similar to pre-revision sub section 8-304(1). Subsection (b) is similar to pre-revision sub section 8-304(3). Subsection (c) is almost identical to pre-revision Section 8-305. Section 8-105 defines notice of an adverse claim to include actual knowledge of the adverse claim, willful blindness to avoid actual knowledge of the claim, or the duty of investigation specified in subsection (a)(3). No duty of inquiry is imposed by knowledge that the asset or interest is transferred by a representative, unless the transaction is for the representative's individual benefit. Cf. UCC § 3-307. Adverse claim is defined in sub section 8-102(a)(1) and encompasses more than just a property interest; it also must be a violation of the claimant's rights for another person to hold, transfer or deal with the financial asset. Assertion of an adverse claim is governed by Section 8-502. Note that good faith is not required in order to take without notice of an adverse claim.
Prior Statutory Provisions:
48 Okla. Stat. §§ 87-95, 122-129 (1910).
Pre-revision UCC § 8-304(1) and (3).
Pre-revision UCC § 8-305.