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The Vermont Statutes Online



Title

09A

:
Uniform Commercial Code






Chapter

003

:
Commercial Paper











 

§

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) of this section, 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. (Added 1993, No. 158 (Adj. Sess.), § 12, eff. Jan. 1,

1995.)