11-3-402
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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.