400.3-402. Signature by representative.

MISSOURI STATUTES AND CODES

400.3-402. Signature by representative.

Signature by representative.

400.3-402. (a) If a person acting, or purporting to act,as a representative signs an instrument by signing either thename of the represented person or the name of the signer, therepresented person is bound by the signature to the same extentthe represented person would be bound if the signature were on asimple contract. If the represented person is bound, thesignature of the representative is the "authorized signature ofthe represented person" and the represented person is liable onthe instrument, whether or not identified in the instrument.

(b) If a representative signs the name of therepresentative to an instrument and the signature is anauthorized signature of the represented person, the followingrules apply:

(1) If the form of the signature shows unambiguously thatthe signature is made on behalf of the represented person who isidentified in the instrument, the representative is not liable onthe instrument.

(2) Subject to subsection (c), if (i) the form of thesignature does not show unambiguously that the signature is madein a representative capacity or (ii) the represented person isnot identified in the instrument, the representative is liable onthe instrument to a holder in due course that took the instrumentwithout notice that the representative was not intended to beliable on the instrument. With respect to any other person, therepresentative is liable on the instrument unless therepresentative proves that the original parties did not intendthe representative to be liable on the instrument.

(c) If a representative signs the name of therepresentative as drawer of a check without indication of therepresentative status and the check is payable from an account ofthe represented person who is identified on the check, the signeris not liable on the check if the signature is an authorizedsignature of the represented person.