Title 11, Chapter 3, Section 206
( 11-3-206)
Restrictive indorsement. (a) An indorsement limiting payment to a particular person or
otherwise prohibiting further transfer or negotiation of the
instrument is not effective to prevent further transfer or
negotiation of the instrument. (b) An indorsement stating a condition to the right of the indorsee
to receive payment does not affect the right of the indorsee to
enforce the instrument. A person paying the instrument or taking it
for value or collection may disregard the condition, and the rights
and liabilities of that person are not affected by whether the
condition has been fulfilled. (c) If an instrument bears an indorsement which is described in subsection (b) of Code Section 11-4-201, an indorsement in blank, or an indorsement to a particular bank using the words "for deposit," "for collection," or other words indicating a purpose of having the instrument collected by a bank for the indorser or for a particular account, the following rules apply: (1) A person, other than a bank, who purchases the instrument when
so indorsed converts the instrument unless the amount paid for the
instrument is received by the indorser or applied consistently
with the indorsement; (2) A depositary bank that purchases the instrument or takes it
for collection when so indorsed converts the instrument unless the
amount paid by the bank with respect to the instrument is received
by the indorser or applied consistently with the indorsement; (3) A payor bank that is also the depositary bank or that takes
the instrument for immediate payment over the counter from a
person other than a collecting bank converts the instrument unless
the proceeds of the instrument are received by the indorser or
applied consistently with the indorsement; and (4) Except as otherwise provided in paragraph (3) of this
subsection, a payor bank or intermediary bank may disregard the
indorsement and is not liable if the proceeds of the instrument
are not received by the indorser or applied consistently with the
indorsement. (d) Except for an indorsement covered by subsection (c) of this Code
section, if an instrument bears an indorsement using words to the
effect that payment is to be made to the indorsee as agent, trustee,
or other fiduciary for the benefit of the indorser or another
person, the following rules apply: (1) Unless there is notice of breach of fiduciary duty as provided in Code Section 11-3-307, a person who purchases the instrument from the indorsee or takes the instrument from the indorsee for collection or payment may pay the proceeds of payment or the value given for the instrument to the indorsee without regard to whether the indorsee violates a fiduciary duty to the indorser; and (2) A subsequent transferee of the instrument or person who pays
the instrument is neither given notice nor otherwise affected by
the restriction in the indorsement unless the transferee or payor
knows that the fiduciary dealt with the instrument or its proceeds
in breach of fiduciary duty. (e) The presence on an instrument of an indorsement to which this
Code section applies does not prevent a purchaser of the instrument
from becoming a holder in due course of the instrument unless the
purchaser is a converter under subsection (c) of this Code section
or has notice or knowledge of breach of fiduciary duty as stated in
subsection (d) of this Code section. (f) In an action to enforce the obligation of a party to pay the
instrument, the obligor has a defense if payment would violate an
indorsement to which this Code section applies and the payment is
not permitted by this Code section. |