A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:

1. (1) took the

   action after it has been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

2. (2) acted in collusion with the wrongdoer in violating the

   rights of the adverse claimant; or

3. (3) in the case of a

   security certificate that has been stolen, acted with notice of the adverse claim.

   Oklahoma Code Comment

   This new Section protects securities intermediaries who transfer financial assets that may be subject to third-party claims absent (1) an injunction or other legal process, (2) an action in collusion with the wrongdoer, or (3) a notice that the securities are stolen, thus facilitating transactions by providing that mere notice from one asserting an alleged claim is not adequate to put an intermediary at risk. It is consistent with similar rules both in and outside the Code (see, e.g., RESTATEMENT (SECOND) OF TORTS § 235) that protect the bank payments system and the parties to negotiable instruments and documents. See UCC §§ 3-602, 4A-503, 5-114(2)(b), 7-404. See also the proposed 1995 revision to the uniform text of UCC § 5-109(a)(2).

   Prior Statutory Provisions:

   Pre-revision UCC § 8-318.

Laws 1995, SB 522, c. 242, § 15, eff. February 1, 1996.