17-21-102. Knowledge and notice.

(a) A person knows a fact if the person has knowledge of it.

(b) A person has notice of a fact if the person:

(i) Knows of it;

(ii) Has received a notice of it; or

(iii) Has reason to know it exists from all of the facts known to that person at the time in question.

(c) A person notifies or gives a notice to another by taking steps reasonably required to inform the other person in the ordinary course of business, whether or not the other person learns of it.

(d) A person is notified or receives a notice of a fact when:

(i) The existence of the fact comes to the person's attention; or

(ii) The notice is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(e) Except as provided in subsection (f) of this section, notice received by a person who is not an individual, including a partnership, is effective for a particular transaction when the notice is brought to the attention of the individual conducting the transaction, or in any event when the notice would have been brought to that individual's attention if the person had exercised due diligence. Such a person exercises due diligence if he maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the person 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.

(f) Receipt of notice by a partner of a matter relating to the partnership is effective immediately as notice to the partnership, but is not effective in the case of fraud on the partnership committed by or with the consent of the partner who received the notice.