                                 CODE OF VIRGINIA

NOTICE; KNOWLEDGE (§ 8.1A-202)

a. Subject to subsection (f), a person has &#8220;notice&#8221; of a fact if the
person:

   1. has actual knowledge of it;

   2. has received a notice or notification of it; or

   3. from all the facts and circumstances known to the person at the time in
   question, has reason to know that it exists.

b. &#8220;Knowledge&#8221; means actual knowledge. &#8220;Knows&#8221; has a
corresponding meaning.

c. &#8220;Discover,&#8221; &#8220;learn,&#8221; or words of similar import refer
to knowledge rather than to reason to know.

d. A person &#8220;notifies&#8221; or &#8220;gives&#8221; a notice or
notification to another person by taking such steps as may be reasonably
required to inform the other person in ordinary course, whether or not the other
person actually comes to know of it.

e. Subject to subsection (f), a person &#8220;receives&#8221; a notice or
notification when:

   1. it comes to that person&#8217;s attention; or

   2. it is duly delivered in a form reasonable under the circumstances at the
   place of business through which the contract was made or at another location
   held out by that person as the place for receipt of such communications.

f. Notice, knowledge, or a notice or notification received by an organization is
effective for a particular transaction from the time it is brought to the
attention of the individual conducting that transaction and, in any event, from
the time it would have been brought to the individual&#8217;s attention if the
organization had exercised due diligence. An organization exercises due
diligence if it maintains reasonable routines for communicating significant
information to the person conducting the transaction and there is reasonable
compliance with the routines. Due diligence does not require an individual
acting for the organization to communicate information unless the communication
is part of the individual&#8217;s regular duties or the individual has reason to
know of the transaction and that the transaction would be materially affected by
the information.

HISTORY: 1964, c. 219, § 8.1-201 (25)-(27); 1973, c. 509; 1984, c. 613; 1991,
c. 536; 1992, c. 693; 2000, c. 1007; 2003, c. 353.