An "adverse claim" to a security includes any claim that a transfer was, or would be, wrongful or that a particular adverse person is the owner of, or has an interest in, the security. Fla.Stat. § 678.8-301; Dean Witter Co. v. Educational Computer Corp., 369 F. Supp. 757, 764 (E.D.Pa. 1974). One has "notice" of a fact when he has actual knowledge of the fact.
Id. Burns was the person entitled to registration with respect to the exchanged for securities. Dean Witter Co., Inc. v. Educational Computer Corp., 369 F. Supp. 757 (E.D.Pa. 1974) was an action by a broker against the issuer of corporate stock to obtain transfer of certain legended stock certificates and damages for the issuer's delay or refusal to transfer the shares. The issuer's successor moved for summary judgment on the ground that it refused to transfer "because the broker's customer had previously obtained the transfer of the same stock by providing the issuer with an affidavit stating that these shares had been lost."
" Plaintiff must "establish the basis for its claim before deciding what defenses may be raised against it." Dean Witter Co., Inc. v. Educational Computer Corp. (PA), 369 F. Supp. 757, 763 (E.D.Pa. 1974). To establish such a "basis" plaintiff must be a bona fide purchaser under UCC § 8-302, that is, "a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security.