§ 41-03-37 — (3-311) Accord and satisfaction by use of instrument

1. This section applies if a person against whom a claim is asserted proves that that
person in good faith tendered an instrument to the claimant as full satisfaction of the
claim, the amount of the claim was unliquidated or subject to a bona fide dispute, and
the claimant obtained payment of the instrument.
2. Unless subsection 3 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.
3. Subject to subsection 4, a claim is not discharged under subsection 2 if either of the
following applies:
a. The claimant, if an organization, proves that 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 the instrument or accompanying
communication was not received by that designated person, office, or place.
b. The claimant, whether or not an organization, proves that within ninety 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 subdivision
does not apply if the claimant is an organization that sent a statement under
subdivision a.
4. 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.