§ 45-13-02 — (102) Knowledge and notice

1. A person knows a fact if the person has actual knowledge of it. A person does not
know or have knowledge of a fact merely because the person has reason to know or
have knowledge of the fact.
2. A person has notice of a fact if the person:
a. Knows of the fact;
b. Has received notice of the fact as provided in subsection 17 of section 45-13-01;
or
c. Has reason to know the fact exists from all of the facts known to the person at the
time in question.
3. A person notifies or gives a notification to another by taking the steps provided in
subsection 17 of section 45-13-01, whether or not the other person learns of it.
4. A person receives a notification as provided in subsection 17 of section 45-13-01.
5. Except as otherwise provided in subsection 6, and except as otherwise provided in
subsection 17 of section 45-13-01, a person other than an individual knows, has
notice, or receives a notification of a fact for purposes of a particular transaction when
the individual conducting the transaction for the person knows, has notice, or receives
a notification of the fact, or in any event when the fact would have been brought to the
attention of the individual if the person had exercised reasonable diligence.

a. A person other than an individual exercises reasonable diligence if it maintains
reasonable routines for communicating significant information to the individual
conducting the transaction for the person and there is reasonable compliance
with the routines.
b. Reasonable diligence does not require an individual acting for the person to
communicate information unless the communication is part of the regular duties
of the individual or the individual has reason to know of the transaction and that
the transaction would be materially affected by the information.
6. Knowledge, notice, or receipt of a notification of a fact relating to the partnership by a
managing partner is effective immediately as knowledge by, notice to, or receipt of a
notification by the partnership, except in the case of a fraud on the partnership
committed by or with the consent of that partner.
7. With respect to notice given by a form of electronic communication:
a. Consent by a managing partner to notice given by electronic communication may
be given in writing or by authenticated electronic communication. The partnership
is entitled to rely on any consent so given until revoked by the managing partner.
However, no revocation affects the validity of any notice given before receipt by
the partnership of revocation of the consent.
b. An affidavit of a managing partner or an authorized agent of the partnership, that
the notice has been given by a form of electronic communication is, in the
absence of fraud, prima facie evidence of the facts stated in the affidavit.