12-104.

Rights in controllable electronic records and certain accounts and payment intangibles.

(a) In this section:

(1) "Adverse claim" means a claim that a claimant has a property interest in a controllable electronic record and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the controllable electronic record.

(2) "Qualified purchaser" means a purchaser of a controllable electronic record or an interest therein that obtains control of a controllable electronic record for value and without notice of any adverse claim. The term includes a person that acquires rights in a controllable electronic record by a transfer of control under subsection (d).

(b) Subject to subsections (c) through (i), law other than this article 12 determines whether a person acquires rights in a controllable electronic record and the rights that the person acquires.

(c) A purchaser of a controllable electronic record acquires all rights in the controllable electronic record that the transferor had or had power to transfer.

(d) A person having control of, but no rights in, a controllable electronic record has power to transfer rights in the controllable electronic record by voluntarily transferring control to a person that obtains control for value and without notice of any adverse claim.

(e) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.

(f) In addition to acquiring the rights of a purchaser, a qualified purchaser acquires its rights in the controllable electronic record and any account or payment intangible that is included in the benefit that can be derived from the controllable electronic record free of any adverse claim.

(g) An action based on an adverse claim to a controllable electronic record or an account or payment intangible that is included in the benefit that can be derived from a controllable electronic record, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a qualified purchaser that acquires its interest in, and obtains control of, a controllable electronic record for value and without notice of the adverse claim.

(h) A person has notice of an adverse claim if:

(1) the person knows of the adverse claim; or

(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim.

(i) Filing of a financing statement under article 9 is not notice of an adverse claim to a controllable electronic record.