North Dakota Code 45-10.2-06 – (103) Knowledge and notice
1. A person knows or has knowledge of 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.
Terms Used In North Dakota Code 45-10.2-06
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Fraud: Intentional deception resulting in injury to another.
- Individual: means a human being. See North Dakota Code 1-01-49
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Property: includes property, real and personal. See North Dakota Code 1-01-49
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
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 27 of section 45-10.2-02; c. Has reason to know the fact exists from all of the facts known to the person at the time in question; or
d. Has notice of it under subsection 3 or 4.
3. A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsections 4 and 9, the certificate is not notice of any other fact.
4. Subject to subsection 9, a person has notice of:
a. The dissociation of another person as a general partner ninety days after the effective date of a filed amendment to the certificate of limited partnership which states that the other person has dissociated or ninety days after the effective date of a filed statement of dissociation pertaining to the other person, whichever occurs first; b. The dissolution of a limited partnership ninety days after the effective date of a filed amendment to the certificate of limited partnership stating that the limited partnership is dissolved; c. The termination of a limited partnership ninety days after the effective date of a filed statement of termination; d. The conversion of a limited partnership under sections 45-10.2-94 through 45-10.2-99 ninety days after the effective date of the filed articles of conversion; or e. A merger under sections 45-10.2-100 through 45-10.2-103 ninety days after the effective date of the filed articles of merger.
5. A person notifies or gives a notification to another person by taking the steps provided in subsection 27 of section 45-10.2-02, whether or not the other person learns of it.
6. A person receives a notification as provided in subsection 27 of section 45-10.2-02.
7. Except as otherwise provided in subsection 8 and except as otherwise provided in subsection 27 of section 45-10.2-02, 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.
8. Knowledge, notice, or receipt of a notification of a fact relating to the limited partnership by a general partner is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. Knowledge, notice, or receipt of a notification of a fact relating to the limited partnership by a limited partner is not effective as knowledge by, notice to, or receipt of a notification by the limited partnership.
9. Notice otherwise effective under subsection 4 does not affect the power of a person to transfer real property held in the name of a limited partnership unless at the time of transfer a certified copy of the relevant statement, amendment, or articles, as filed with the secretary of state, has been recorded in the office of the county recorder in the county in which the real property affected by the statement, amendment, or articles is located.
10. With respect to notice given by a form of electronic communication:
a. Consent by a 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 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 general partner or an authorized agent of the limited 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.