§490:3-311  Accord and satisfaction by use
of instrument.  (a)  If a person against whom a claim is asserted proves
that (i) that person in good faith tendered an instrument to the claimant as
full satisfaction of the claim, (ii) the amount of the claim was unliquidated
or subject to a bona fide dispute, and (iii) the claimant obtained payment of
the instrument, the following subsections apply.



(b)  Unless subsection (c) applies, the claim
is discharged if the person against whom the claim is asserted proves that the
instrument or an accompanying written communication contained a conspicuous
statement to the effect that the instrument was tendered as full satisfaction
of the claim.



(c)  Subject to subsection (d), a claim is not
discharged under subsection (b) if either of the following applies:



(1)  The claimant, if an organization, proves that (i)
within a reasonable time before the tender, the claimant sent a conspicuous
statement to the person against whom the claim is asserted that communications
concerning disputed debts, including an instrument tendered as full
satisfaction of a debt, are to be sent to a designated person, office, or
place, and (ii) the instrument or accompanying communication was not received
by that designated person, office, or place.



(2)  The claimant, whether or not an organization,
proves that within ninety days after payment of the instrument, the claimant
tendered repayment of the amount of the instrument to the person against whom
the claim is asserted.  This paragraph does not apply if the claimant is an
organization that sent a statement complying with paragraph (1)(i).



(d)  A claim is discharged if the person
against whom the claim is asserted proves that within a reasonable time before
collection of the instrument was initiated, the claimant, or an agent of the
claimant having direct responsibility with respect to the disputed obligation,
knew that the instrument was tendered in full satisfaction of the claim. [L
1991, c 118, pt of §1]