Okla. Stat. tit. 12A § 3-306
A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A person having rights of a holder in due course takes free of the claim to the instrument.
Okla. Stat. tit. 12A, § 3-306
Oklahoma Code Comment
1. Section 3-306 is derived from pre-revision sub section 3-306(a), which stated that a person took an instrument subject to "all valid claims to it on the part of any person" unless the taker was a holder in due course. The phrase "all valid claims" includes not only claims of legal title but also claims to a lien, equitable claims, or other claims of right against the instrument or its proceeds.
Section 3-306 includes the situation where the instrument, while in the payee's possession, is stolen and is now in the drawer's possession after being paid on a forged indorsement. The payee is the owner of the check and is entitled to possession to enforce it.
2. This Section applies to the situation where a creditor secured by accounts receivable and inventory also has a lien on proceeds. In such instance, if the purchaser of inventory issues a check to the debtor, then the creditor would have claims to the proceeds and to possession of the check. Cf. Bowling Green, Inc. v. State Street Bank & Trust CO. 425 F.2d 81 (1st Cir. 1970) (applying Massachusetts law) involving an action - by the payee of a government loan check against a bank which accepted the check for deposit. The plaintiff payee negotiated the check to a manufacturer which had given the bank a security interest in the check and its proceeds and which filed bankruptcy shortly after deposit of the check in the bank.
3. Section 3-306 also includes claims of negotiation in breach of trust where, for example, the payee-trustee of a check negotiates the check to a third party in payment of a personal debt owing by the trustee. If the third party, however, has notice of the breach of trust under Section 3-307, then the beneficial of the trust can recover the check or proceeds from the third party. Of course, if the holder has no notice of claims to the instrument, then the holder is a holder in due course. See UCC §3-302(a)(2)(vi). Cf. Eldon's Super Fresh Stores, Inc. v. Merrill Lynch, Pierce, Fanner & Smith, Inc., 296 Minn. 130, 207 N.W.2d 282 (1973), in which a corporate check was made payable to the creditor of the drawer's attorney and corporate secretary