§425-102 - Knowledge and notice.
§425-102 Knowledge and notice. (a) A
person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the
person:
(1) Knows of it;
(2) Has received a notification of it; or
(3) Has reason to know it exists from all of the
facts known to the person at the time in question.
(c) A person notifies or gives a notification
to another by taking steps reasonably required to inform the other person in
ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the
notification:
(1) Comes to the person's attention; or
(2) Is duly delivered at the person's place of
business or at any other place held out by the person as a place for receiving
communications.
(e) Except as otherwise provided in subsection
(f), a person other than an individual knows, has notice, or receives a
notification of a fact for purposes of a particular transaction when the
individual conducting the transaction knows, has notice, or receives a notification
of the fact, or in any event when the fact would have been brought to the
individual's attention if the person had exercised reasonable diligence. A
person exercises reasonable diligence if the person maintains reasonable
routines for communicating significant information to the individual conducting
the transaction and there is reasonable compliance with the routines.
Reasonable diligence does not require an individual acting for the person to
communicate information unless the communication is part of the individual's
regular duties or the individual has reason to know of the transaction and that
the transaction would be materially affected by the information.
(f) A partner's knowledge, notice, or receipt
of a notification of a fact relating to the partnership is effective
immediately as knowledge by, notice to, or receipt of a notification by the
partnership, except in the case of a fraud on the partnership committed by or
with the consent of that partner. [L 1999, c 284, pt of §1]