Uniform Commercial
Code › U.C.C. - ARTICLE 3 - NEGOTIABLE INSTRUMENTS (2002) › PART 3. ENFORCEMENT
OF INSTRUMENTS
§ 3-311. ACCORD AND SATISFACTION BY USE OF INSTRUMENT.
(a) If a person against whom a claim is asserted proves
that (i) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, (ii) the amount
of the claim was unliquidated or subject to a bona fide dispute, and (iii) the claimant obtained payment of the instrument,
the following subsections apply.
(b) Unless subsection (c) applies, the claim is discharged if the person against whom the claim is
asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect
that the instrument was tendered as full satisfaction of the claim.
(c) Subject to subsection (d), a claim is not discharged under
subsection (b) if either of the following applies:
(1) The claimant, if an organization, proves that (i) within a reasonable time
before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications
concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated
person, office, or place, and (ii) the instrument or accompanying communication was not received by that designated person,
office, or place.
(2) The claimant, whether or not an organization, proves that within 90 days after payment of the instrument, the
claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph
does not apply if the claimant is an organization that that sent a statement complying with paragraph (1)(i).
(d) A claim is discharged
if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument
was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation,
knew that the instrument was tendered in full satisfaction of the claim.
