N.Y. Uniform Commercial Code Law § 8-105: Notice of Adverse Claim

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 year after a date set for presentment or surrender for

redemption or exchange; or

(2) six 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) Except as provided in section 9--516(e), filing of a financing

statement under Article 9 is not notice of an adverse claim to a

financial asset.