Okla. Stat. tit. 12A § 3-311

Current through Laws 2024, c. 453.

Section 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) of this section 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) of this section, a claim is not discharged under subsection (b) of this section 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; or

(2) The claimant, whether or not an organization, proves that within ninety (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 sent a statement complying with subparagraph (i) of paragraph (1) of this subsection.

(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.

Okla. Stat. tit. 12A, § 3-311

Added by Laws 1991, SB 25, c. 117, § 62, eff. 1/1/1992.

Oklahoma Code Comment

1. Under Oklahoma common law, acceptance could be under protest. See White v. 32 Okla. 479, 122 P. 156 (1912). This principle was incorporated into the Code by Section 1-103 and pre-revision Section 1-207 . Section 1-207 , however, does not apply to accord and satisfaction.

Thus, Section 3-311 changes the current law in Oklahoma, if this Section is deemed to have displaced White, which likely was the intent. See the Official Comments to this Section. This Section is based on the requirement that the claim be unliquidated and subject to a bona fide dispute. Accepting the instrument for less than the full amount under these circumstance provides consideration for a new agreement which modifies the previous agreement. If the claim is liquidated, there is no consideration, and thus no new agreement modifying the old agreement.

The current law requires intent and mutual assent to the new agreement, and the material facts must be known to both parties. See Saulsbury Oil Co. v. Phillips Petrol Co., 142 F.2d 27 (10th Cir. 1944), cert. denied, 323 U.S. 727(1944) . Under subsection (b), there is an irrebutable presumption that if the instrument contains a conspicuous statement to the effect it is tendered in full satisfaction of the claim, and if the payee negotiates the instrument and receives payment, there is mutual assent.

2. Under subsection (c), the result of subsection (b) does not apply to organizations if certain specified procedures are followed. Organizations have the tendency to handle numerous transactions and have less opportunity to review conspicuous statements on the instrument.

3. Even if there is a statement on the instrument that it is being presented in full payment the presentation of the instrument for payment will not cause an accord and satisfaction under Section 3-311 if the amount of the claim is liquidated. See Metropolitan Life Ins. Co. v. Richter, 173 Okla. 489, 49 P.2d 94 (Okla. 1935) Polin v. American Petrofina Co., 589 P.2d 240 (Okla. Ct. App. 1978).

4. The provisions of sub section 3-311(c) are not the exclusive methods for preventing the payment of a check constituting an accord and satisfaction. This Section, like most sections of Article 3, may be varied by agreement. See UCC § 1-102. The parties may establish by agreement the procedures for effecting an accord and satisfaction. The agreement may, for example, prohibit the use of a conspicuous statement to accomplish an accord and satisfaction entirely. If the handing of such instruments has been addressed in an agreement, then neither the "conspicuous notice" of subsection (c)(l) nor the return of the instrument under subsection (c)(2) would be necessary to prevent an accord and satisfaction.