Title 11, Chapter 3, Section 402
( 11-3-402)
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; and (2) Subject to subsection (c) of this Code section, 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. |