{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.3A-307.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.3A-307.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.3A-307.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.3A-307.html"}],"law_id":57726,"edition_id":1,"section_id":57726,"structure_id":13055,"section_number":"8.3A-307","catch_line":"Notice of breach of fiduciary duty","history":"Code 1950, \u00a7 6-408; 1964, c. 219, \u00a7 8.3-304; 1992, c. 693.","full_text":"a\n\nIn this section:1\n\n“Fiduciary” means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument.2\n\n“Represented person” means the principal, beneficiary, partnership, corporation, or other person to whom the duty stated in paragraph (1) is owed.b\n\nIf (i) an instrument is taken from a fiduciary for payment or collection or for value, (ii) the taker has knowledge of the fiduciary status of the fiduciary, and (iii) the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:1\n\nNotice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.2\n\nIn the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or (iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.3\n\nIf an instrument is issued by the represented person or the fiduciary as such, and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty.4\n\nIf an instrument is issued by the represented person or the fiduciary as such, to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or (iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.","order_by":null,"text":{"0":{"id":211444,"text":"In this section:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":211445,"text":"“Fiduciary” means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument.","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":211446,"text":"“Represented person” means the principal, beneficiary, partnership, corporation, or other person to whom the duty stated in paragraph (1) is owed.","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"b"},"3":{"id":211447,"text":"If (i) an instrument is taken from a fiduciary for payment or collection or for value, (ii) the taker has knowledge of the fiduciary status of the fiduciary, and (iii) the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a2","next_prefix":"b1"},"4":{"id":211448,"text":"Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"5":{"id":211449,"text":"In the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or (iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"6":{"id":211450,"text":"If an instrument is issued by the represented person or the fiduciary as such, and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty.","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"b4"},"7":{"id":211451,"text":"If an instrument is issued by the represented person or the fiduciary as such, to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or (iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.","type":"section","prefixes":["b","4"],"prefix":"4","entire_prefix":"b4","prefix_anchor":"b4","level":2,"prior_prefix":"b3"}},"ancestry":[{"id":13055,"edition_id":1,"name":"Enforcement of Instruments","identifier":"3","label":"part","depth":2,"order_by":1,"parent_id":13054,"metadata":{},"date_created":"2026-06-26 03:44:11","date_modified":"2026-06-26 03:44:11","permalink":{"id":282819,"object_type":"structure","relational_id":13055,"identifier":"3","token":"8.3A\/3","url":"\/8.3A\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13054,"edition_id":1,"name":"Commercial Code \u2014 Negotiable Instruments","identifier":"8.3A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:11","date_modified":"2026-06-26 03:44:11","permalink":{"id":282705,"object_type":"structure","relational_id":13054,"identifier":"8.3A","token":"8.3A","url":"\/8.3A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":65014,"structure_id":13055,"section_number":"8.3A-301","catch_line":"Person entitled to enforce instrument","url":"\/8.3A-301\/","token":"8.3A\/3\/8.3A-301","metadata":false},{"id":57239,"structure_id":13055,"section_number":"8.3A-302","catch_line":"Holder in due course","url":"\/8.3A-302\/","token":"8.3A\/3\/8.3A-302","metadata":false},{"id":57109,"structure_id":13055,"section_number":"8.3A-303","catch_line":"Value and consideration","url":"\/8.3A-303\/","token":"8.3A\/3\/8.3A-303","metadata":false},{"id":54111,"structure_id":13055,"section_number":"8.3A-304","catch_line":"Overdue instrument","url":"\/8.3A-304\/","token":"8.3A\/3\/8.3A-304","metadata":false},{"id":65312,"structure_id":13055,"section_number":"8.3A-305","catch_line":"Defenses and claims in recoupment","url":"\/8.3A-305\/","token":"8.3A\/3\/8.3A-305","metadata":false},{"id":70356,"structure_id":13055,"section_number":"8.3A-306","catch_line":"Claims to an instrument","url":"\/8.3A-306\/","token":"8.3A\/3\/8.3A-306","metadata":false},{"id":57726,"structure_id":13055,"section_number":"8.3A-307","catch_line":"Notice of breach of fiduciary duty","url":"\/8.3A-307\/","token":"8.3A\/3\/8.3A-307","metadata":false},{"id":60258,"structure_id":13055,"section_number":"8.3A-308","catch_line":"Proof of signatures and status as holder in due course","url":"\/8.3A-308\/","token":"8.3A\/3\/8.3A-308","metadata":false},{"id":57632,"structure_id":13055,"section_number":"8.3A-309","catch_line":"Enforcement of lost, destroyed, or stolen instrument","url":"\/8.3A-309\/","token":"8.3A\/3\/8.3A-309","metadata":false},{"id":82224,"structure_id":13055,"section_number":"8.3A-310","catch_line":"Effect of instrument on obligation for which taken","url":"\/8.3A-310\/","token":"8.3A\/3\/8.3A-310","metadata":false},{"id":83612,"structure_id":13055,"section_number":"8.3A-311","catch_line":"Accord and satisfaction by use of instrument","url":"\/8.3A-311\/","token":"8.3A\/3\/8.3A-311","metadata":false},{"id":82560,"structure_id":13055,"section_number":"8.3A-312","catch_line":"Lost, destroyed, or stolen cashier's check, teller's check, or certified check","url":"\/8.3A-312\/","token":"8.3A\/3\/8.3A-312","metadata":false}],"previous_section":{"id":70356,"structure_id":13055,"section_number":"8.3A-306","catch_line":"Claims to an instrument","url":"\/8.3A-306\/","token":"8.3A\/3\/8.3A-306","metadata":false},"next_section":{"id":60258,"structure_id":13055,"section_number":"8.3A-308","catch_line":"Proof of signatures and status as holder in due course","url":"\/8.3A-308\/","token":"8.3A\/3\/8.3A-308","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.3A-307\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1964, chapter 219; in 1992, chapter 693.<\/p>","references":[{"id":65468,"section_number":"8.3A-206","catch_line":"Restrictive endorsement","order_by":null,"url":"\/8.3A-206\/"}],"refers_to":false,"permalink":{"id":282845,"object_type":"law","relational_id":57726,"identifier":"8.3A-307","token":"8.3A\/3\/8.3A-307","url":"\/8.3A-307\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.3A-307\/","token":"8.3A\/3\/8.3A-307","dublin_core":{"Title":"Notice of breach of fiduciary duty","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.3A-307","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> In this section: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> “Fiduciary<\/span>” means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary<\/span> duty with respect to an instrument. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> “Represented person<\/span>” means the principal, beneficiary, partnership, corporation, or other person to whom the duty stated in paragraph (1) is owed. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> If (i) an instrument is taken from a fiduciary<\/span> for payment or collection or for value, (ii) the taker has knowledge of the fiduciary<\/span> status of the fiduciary<\/span>, and (iii) the represented person<\/span> makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary<\/span> is a breach of fiduciary<\/span> duty, the following rules apply: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Notice of breach of fiduciary<\/span> duty by the fiduciary<\/span> is notice of the claim of the represented person<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In the case of an instrument payable to the represented person<\/span> or the fiduciary<\/span> as such, the taker has notice of the breach of fiduciary<\/span> duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary<\/span>, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary<\/span>, or (iii) deposited to an account other than an account of the fiduciary<\/span>, as such, or an account of the represented person<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If an instrument is issued by the represented person<\/span> or the fiduciary<\/span> as such, and made payable to the fiduciary<\/span> personally, the taker does not have notice of the breach of fiduciary<\/span> duty unless the taker knows of the breach of fiduciary<\/span> duty. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If an instrument is issued by the represented person<\/span> or the fiduciary<\/span> as such, to the taker as payee, the taker has notice of the breach of fiduciary<\/span> duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary<\/span>, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary<\/span>, or (iii) deposited to an account other than an account of the fiduciary<\/span>, as such, or an account of the represented person<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNOTICE OF BREACH OF FIDUCIARY DUTY (\u00a7 8.3A-307)\n\na. In this section:\n\n 1. “Fiduciary” means an agent, trustee, partner, corporate officer\n or director, or other representative owing a fiduciary duty with respect to an\n instrument.\n\n 2. “Represented person” means the principal, beneficiary,\n partnership, corporation, or other person to whom the duty stated in paragraph\n (1) is owed.\n\nb. If (i) an instrument is taken from a fiduciary for payment or collection or\nfor value, (ii) the taker has knowledge of the fiduciary status of the\nfiduciary, and (iii) the represented person makes a claim to the instrument or\nits proceeds on the basis that the transaction of the fiduciary is a breach of\nfiduciary duty, the following rules apply:\n\n 1. Notice of breach of fiduciary duty by the fiduciary is notice of the claim\n of the represented person.\n\n 2. In the case of an instrument payable to the represented person or the\n fiduciary as such, the taker has notice of the breach of fiduciary duty if the\n instrument is (i) taken in payment of or as security for a debt known by the\n taker to be the personal debt of the fiduciary, (ii) taken in a transaction\n known by the taker to be for the personal benefit of the fiduciary, or (iii)\n deposited to an account other than an account of the fiduciary, as such, or an\n account of the represented person.\n\n 3. If an instrument is issued by the represented person or the fiduciary as\n such, and made payable to the fiduciary personally, the taker does not have\n notice of the breach of fiduciary duty unless the taker knows of the breach of\n fiduciary duty.\n\n 4. If an instrument is issued by the represented person or the fiduciary as\n such, to the taker as payee, the taker has notice of the breach of fiduciary\n duty if the instrument is (i) taken in payment of or as security for a debt\n known by the taker to be the personal debt of the fiduciary, (ii) taken in a\n transaction known by the taker to be for the personal benefit of the\n fiduciary, or (iii) deposited to an account other than an account of the\n fiduciary, as such, or an account of the represented person.\n\nHISTORY: Code 1950, \u00a7 6-408; 1964, c. 219, \u00a7 8.3-304; 1992, c. 693.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}