8.3A-402 - A-402. Signature by representative. - Virginia Statutes

§ 8.3A-402. Signature by representative.

(a) If a person acting, or purporting to act, as a representative signs aninstrument by signing either the name of the represented person or the nameof the signer, the represented person is bound by the signature to the sameextent the represented person would be bound if the signature were on asimple contract. If the represented person is bound, the signature of therepresentative is the "authorized signature of the represented person" andthe represented person is liable on the instrument, whether or not identifiedin the instrument.

(b) If a representative signs the name of the representative to an instrumentand the signature is an authorized signature of the represented person, thefollowing rules apply:

(1) If the form of the signature shows unambiguously that the signature ismade 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), if (i) the form of the signature does not showunambiguously that the signature is made in a representative capacity or (ii)the represented person is not identified in the instrument, therepresentative is liable on the instrument to a holder in due course thattook the instrument without notice that the representative was not intendedto be liable on the instrument. With respect to any other person, therepresentative is liable on the instrument unless the representative provesthat the original parties did not intend the representative to be liable onthe instrument.

(c) If a representative signs the name of the representative as drawer of acheck without indication of the representative status and the check ispayable from an account of the represented person who is identified on thecheck, the signer is not liable on the check if the signature is anauthorized signature of the represented person.

(Code 1950, §§ 6-371 through 6-373; 1964, c. 219, § 8.3-403; 1992, c. 693.)