§ 3—307. Notice of breach of fiduciary duty
(a) In this section:
(1) “Fiduciary” means an agent, trustee, partner, corporate officer or director, or other
representative owing a fiduciary duty with respect to an instrument.
(2) “Represented person” means the principal, beneficiary, partnership, corporation, or
other person to whom the duty stated in paragraph (1) of this subsection is owed.
(b) If (i) an instrument is taken from a fiduciary for payment or collection or for value,
(ii) the taker has knowledge of the fiduciary status of the fiduciary, and (iii) the
represented person makes a claim to the instrument or its proceeds on the basis that
the transaction of the fiduciary is a breach of fiduciary duty, the following rules
apply:
(1) Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the
represented person.
(2) In the case of an instrument payable to the represented person or the fiduciary as
such, the taker has notice of the breach of fiduciary duty if the instrument is (i)
taken in payment of or as security for a debt known by the taker to be the personal
debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the
personal benefit of the fiduciary, or (iii) deposited to an account other than an
account of the fiduciary, as such, or an account of the represented person.
(3) If an instrument is issued by the represented person or the fiduciary as such, and
made payable to the fiduciary personally, the taker does not have notice of the breach
of fiduciary duty unless the taker knows of the breach of fiduciary duty.
(4) If an instrument is issued by the represented person or the fiduciary as such, to
the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument
is (i) taken in payment of or as security for a debt known by the taker to be the
personal debt of the fiduciary, (ii) taken in a transaction known by the taker to
be for the personal benefit of the fiduciary, or (iii) deposited to an account other
than an account of the fiduciary, as such, or an account of the represented person. (Added 1993, No. 158 (Adj. Sess.), § 12, eff. Jan. 1, 1995.)