70A-3-402 - Signature by representative.
70A-3-402. Signature by representative.
(1) If a person acting, or purporting to act, as a representative signs an instrument bysigning either the name of the represented person or the name of the signer, the representedperson is bound by the signature to the same extent the represented person would be bound if thesignature were on a simple contract. If the represented person is bound, the signature of therepresentative is the "authorized signature of the represented person" and the represented person isliable on the instrument, whether or not identified in the instrument.
(2) If a representative signs the name of the representative to an instrument and thesignature 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 behalfof the represented person who is identified in the instrument, the representative is not liable on theinstrument.
(b) Subject to Subsection (3), if the form of the signature does not show unambiguouslythat the signature is made in a representative capacity or the represented person is not identified inthe instrument, the representative is liable on the instrument to a holder in due course that took theinstrument 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 therepresentative proves that the original parties did not intend the representative to be liable on theinstrument.
(3) If a representative signs the name of the representative as drawer of a check withoutindication of the representative status and the check is payable from an account of the representedperson who is identified on the check, the signer is not liable on the check if the signature is anauthorized signature of the represented person.
Repealed and Re-enacted by Chapter 237, 1993 General Session