§ 4-3-402 — Signature by representative

(a) If a person acting, or purporting
to act, as a representative signs an instrument by signing either the name of the
represented person or the name of the signer, the represented person is bound by
the signature to the same extent the represented person would be bound if the
signature were on a simple contract. If the represented person is bound, the
signature of the representative is the authorized signature of the represented
person and the represented person is liable on the instrument, whether or not
identified in the instrument.

(b) If a representative signs the name of the representative to an instrument
and the signature is an authorized signature of the represented person, the
following rules apply:

(1) If the form of the signature shows unambiguously that the signature is
made on behalf of the represented person who is identified in the instrument, the
representative is not liable on the instrument.

(2) Subject to subsection (c) of this section, if (i) the form of the signature
does not show unambiguously that the signature is made in a representative
capacity or (ii) the represented person is not identified in the instrument, the
representative is liable on the instrument to a holder in due course that took the
instrument without notice that the representative was not intended to be liable on
the instrument. With respect to any other person, the representative is liable on the
instrument unless the representative proves that the original parties did not intend
the representative to be liable on the instrument.

(c) If a representative signs the name of the representative as drawer of a
check without indication of the representative status and the check is payable from
an account of the represented person who is identified on the check, the signer is
not liable on the check if the signature is an authorized signature of the
represented person.

Legislative History

Source: L. 94: Entire article R&RE, p. 862, � 1, effective January 1, 1995.