§490:3-402 - Signature by representative.
§490:3-402 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), 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. [L 1991, c 118,
pt of §1]