Section 1–202. (a) Subject to subsection (f), a person has ''notice'' of a fact if the person:
(1) has actual knowledge of it;
(2) has received a notice or notification of it; or
(3) from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(b) ''Knowledge'', actual knowledge. ''Knows'' has a corresponding meaning.
(c) ''Discover'', ''learn'' or words of similar import refer to knowledge rather than to reason to know.
(d) A person ''notifies'' or ''gives'' a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.
(e) Subject to subsection (f), a person ''receives'' a notice or notification when:
(1) it comes to that person's attention; or
(2) it is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
(f) Notice, knowledge or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual's attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization 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.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Chapter 106 - Uniform Commercial Code
Article 1 - General Provisions
Section 1-301 - Territorial Applicability; Parties' Power to Choose Applicable Law
Section 1-302 - Variation by Agreement
Section 1-304 - Obligation of Good Faith
Section 1-305 - Remedies to Be Liberally Administered
Section 1-308 - Performance or Acceptance Under Reservation of Rights
Section 1-307 - Prima Facie Evidence by Third–party Documents
Section 1-309 - Option to Accelerate at Will
Section 1-310 - Subordinated Obligations
Section 1-306 - Waiver or Renunciation of Claim or Right After Breach
Section 1-303 - Course of Performance, Course of Dealing, and Usage of Trade
Section 1-205 - Reasonable Time; Seasonableness
Section 1-107 - Section Captions and Subsection Headings
Section 1-108 - Relation to Electronic Signatures in Global and National Commerce Act
Section 1-102 - Scope of Article
Section 1-201 - General Definitions