47-3402

47-3402. 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, if the form of the signature does not show
unambiguously that the signature is made in a representative capacity or 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.