§ 34.1-8-306 — Effect of guaranteeing signature, indorsement, or instruction

Wyoming § 34.1-8-306

• Jurisdiction: Wyoming
• Title 34.1: Uniform Commercial Code
• Art. 8: INVESTMENT SECURITIES

Text

(a) A person who guarantees a signature of an indorser of
a security certificate warrants that at the time of signing:
(i) The signature was genuine;
(ii) The signer was an appropriate person to indorse,
or if the signature is by an agent, the agent had actual
authority to act on behalf of the appropriate person; and
(iii) The signer had legal capacity to sign.
(b) A person who guarantees a signature of the originator
of an instruction warrants that at the time of signing:
(i) The signature was genuine;
(ii) The signer was an appropriate person to
originate the instruction, or if the signature is by an agent,
the agent had actual authority to act on behalf of the
appropriate person, if the person specified in the instruction
as the registered owner was, in fact, the registered owner, as
to which fact the signature guarantor does not make a warranty;
and
(iii) The signer had legal capacity to sign.
(c) A person who specially guarantees the signature of an
originator of an instruction makes the warranties of a signature
guarantor under subsection (b) of this section and also
warrants that at the time the instruction is presented to the
issuer:
(i) The person specified in the instruction as the
registered owner of the uncertificated security will be the
registered owner; and
(ii) The transfer of the uncertificated security
requested in the instruction will be registered by the issuer
free from all liens, security interests, restrictions, and
claims other than those specified in the instruction.
(d) A guarantor under subsections (a) and (b) of this
section or a special guarantor under subsection (c) of this
section does not otherwise warrant the rightfulness of the
transfer.
(e) A person who guarantees an indorsement of a security
certificate makes the warranties of a signature guarantor under
subsection (a) of this section and also warrants the
rightfulness of the transfer in all respects.
(f) A person who guarantees an instruction requesting the
transfer of an uncertificated security makes the warranties of a
special signature guarantor under subsection (c) of this section
and also warrants the rightfulness of the transfer in all
respects.
(g) An issuer may not require a special guaranty of
signature, a guaranty of indorsement, or a guaranty of
instruction as a condition to registration of transfer.
(h) The warranties under this section are made to a person
taking or dealing with the security in reliance on the
guaranty, and the guarantor is liable to the person for loss
resulting from their breach. An indorser or originator of an
instruction whose signature, indorsement, or instruction has
been guaranteed is liable to a guarantor for any loss suffered
by the guarantor as a result of breach of the warranties of the
guarantor.