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§12A-3-402.
§12A-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 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.
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