Section 8–105. (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) Filing of a financing statement under article 9 is not notice of an adverse claim to a financial asset.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Chapter 106 - Uniform Commercial Code
Article 8 - Investment Securities
Section 8-404 - Wrongful Registration
Section 8-403 - Demand That Issuer Not Register Transfer
Section 8-402 - Assurance That Indorsement or Instruction Is Effective
Section 8-401 - Duty of Issuer to Register Transfer
Section 8-303 - Protected Purchaser
Section 8-405 - Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate
Section 8-306 - Effect of Guaranteeing Signature, Indorsement, or Instruction
Section 8-501 - Securities Account; Acquisition of Security Entitlement From Securities Intermediary
Section 8-502 - Assertion of Adverse Claim Against Entitlement Holder
Section 8-504 - Duty of Securities Intermediary to Maintain Financial Asset
Section 8-505 - Duty of Securities Intermediary With Respect to Payments and Distributions
Section 8-506 - Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder
Section 8-507 - Duty of Securities Intermediary to Comply With Entitlement Order
Section 8-510 - Rights of Purchaser of Security Entitlement From Entitlement Holder
Section 8-511 - Priority Among Security Interests and Entitlement Holders
Section 8-302 - Rights of Purchaser
Section 8-407 - Authenticating Trustee, Transfer Agent, and Registrar
Section 8-307 - Purchaser's Right to Requisites for Registration of Transfer
Section 8-104 - Acquisition of Security or Financial Asset or Interest Therein
Section 8-105 - Notice of Adverse Claim
Section 8-107 - Whether Indorsement, Instruction, or Entitlement Order Is Effective
Section 8-108 - Warranties in Direct Holding
Section 8-109 - Warranties in Indirect Holding
Section 8-110 - Applicability; Choice of Law
Section 8-111 - Clearing Corporation Rules
Section 8-207 - Rights and Duties of Issuer With Respect to Registered Owners
Section 8-113 - Statute of Frauds Inapplicable
Section 8-208 - Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent
Section 8-112 - Creditor's Legal Process
Section 8-205 - Effect of Unauthorized Signature on Security Certificate
Section 8-204 - Effect of Issuer's Restriction on Transfer
Section 8-203 - Staleness as Notice of Defect or Defense
Section 8-206 - Completion or Alteration of Security Certificate
Section 8-116 - Securities Intermediary as Purchaser for Value
Section 8-115 - Securities Intermediary and Others Not Liable to Adverse Claimant
Section 8-114 - Evidentiary Rules Concerning Certificated Securities
Section 8-202 - Issuer's Responsibility and Defenses; Notice of Defect or Defense