§ 41-03-39 — (3-402) Signature by representative

1. 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 of 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.
2. If a representative signs the name of the representative to an instrument and that
signature is an authorized signature of the represented person, the following rules
apply:
a. 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.
b. Subject to subsection 3, if the form of the signature does not show
unambiguously that the signature is made in a representative capacity or if 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.
3. 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.