35-10-103. Knowledge and notice. (1) A person knows a fact if the person has knowledge of it.
(2) A person has notice of a fact if the person:
(a) knows of it;
(b) has received a notification of it; or
(c) has reason to know it exists from all of the facts known to that person at the time in question.
(3) A person notifies or gives a notification 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.
(4) A person receives notification when it:
(a) comes to the person's attention; or
(b) 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.
(5) Except as provided in subsection (6), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable 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.
(6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership but is not effective as such if the partner committed or consented to a fraud on the partnership.