§ 34.1-3-311 — Accord and satisfaction by use of instrument

(a) If a person against whom a claim is asserted proves
that (1) that person in good faith tendered an instrument to the
claimant as full satisfaction of the claim, (2) the amount of
the claim was unliquidated or subject to a bona fide dispute,
and (3) the claimant obtained payment of the instrument, the
following subsections apply.
(b) Unless subsection (c) 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), a claim is not discharged
under subsection (b) if either of the following applies:
(i) The claimant, if an organization, proves that (1)
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 (2)
the instrument or accompanying communication was not received by
that designated person, office, or place;
(ii) 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 paragraph (i).
(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.