§ 46.Signature by agent or representative—Signing of checks, 11 Am. Jur. 2d Bills and...

11 Am. Jur. 2d Bills and Notes § 46

American Jurisprudence, Second Edition | August 2017 Update

Bills and Notes
Jill Gustafson, J.D., Janice Holben, J.D., Jack K. Levin, J.D., Jeffrey J. Shampo, J.D., and Eleanor L. Grossman, J.D. of the staff of the
National Legal Research Group, Inc.

II. Form, Provisions, Interpretation, and General Operation

B. Execution of Instrument
1. Signature

§ 46. Signature by agent or representative—Signing of checks

Topic Summary | Correlation Table | References

West’s Key Number Digest

•0 West’s Key Number Digest, Bills and Notes 123(1), 123(2)

A.L.R. Library
•0 Power and authority of president of business corporation to execute commercial paper, 96 A.L.R.2d 549

If a representative signs the name of the represented person as drawer of a check without an 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. 1 Thus, authorized signatories on a
corporate account may not be held personally liable for the corporation’s checks.2

Observation:

The provision described above states that if the check identifies the represented person, the agent who signs on the signature
line does not have to indicate agency status. Virtually all checks used today are in personalized form and identify the person
on whose account the check is drawn. In this case, nobody is deceived into thinking that the person signing the check is
meant to be liable.3

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reserved.

Footnotes

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§ 46.Signature by agent or representative—Signing of checks, 11 Am. Jur. 2d Bills and...

1
U.C.C. § 3-402(c).
A debtor’s son was not personally liable, even though the son signed a check that the creditors claimed was a
promissory note, where the instrument met the statutory definition of a check, and the son signed the check in a
representative capacity for the father’s sole proprietorship, written on the company’s account. Billingsley v. Smith, 85
Ark. App. 128, 147 S.W.3d 697 (2004).
An employee who signed only her name on a check that was imprinted with the name of her employer was not
personally liable when the check was returned by the bank for insufficient funds, even though she did not note on the
check that she was signing in her representative capacity on behalf of the employer. Peterson v. Holtrachem, Inc., 239
Ga. App. 838, 521 S.E.2d 648, 40 U.C.C. Rep. Serv. 2d 527 (1999).
2
Medina v. Wyche, 796 So. 2d 622, 45 U.C.C. Rep. Serv. 2d 824 (Fla. Dist. Ct. App. 3d Dist. 2001) ; Helmer v.
Rumarson Technologies, Inc., 245 Ga. App. 598, 538 S.E.2d 504 (2000).
3
U.C.C. § 3-402, Official Comment 3.

End of Document © 2017 Thomson Reuters. No claim to original U.S. Government

Works.

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§ 46.Signature by agent or representative—Signing..., 11 Am. Jur. 2d Bills and Notes § 46

Citing References (6)

Title Date Type Depth

1. Lenares v. Miano Dec. 24, 2002 Case
811 A.2d 738, 741 , Conn.App.
COMMERCIAL LAW - Contracts. Cause of action for breach of oral loan
agreement accrued when demand for payment was rejected.

2. First Nat. Bank of Fredonia v. Meadows Dec. 14, 1970 Case

460 S.W.2d 604, 606 , Mo.
Suit wherein bank sought to recover on four notes. The Circuit Court
of Jasper County, Woodson Oldhan, J., sustained defendant’s motion
for directed verdict, and plaintiff...

3. Williston on Contracts s 60:18, Signature-Agent or 2017 Other —

representative Secondary
Source
Revised Article 3 departs from the prior provision of the Code
governing signatures, with regard to the effect of a signature by an
agent. Under the former Article 3, the rule was...

4. American Jurisprudence Legal Forms 2d s 253:1705, 2017 Other —

Security agreement-With collateral attached to real estate Secondary
American Jurisprudence Legal Forms 2d Source
Tax consequences of debt transactions, generally. Federal Tax Guide
to Legal Forms §§ 11:1 et seq. Tax aspects of interest payments.
Federal Tax Guide to Legal Forms §§ 11:8 et...

5. UCC Legal Forms s 3:37, Revolving credit note 2017 Other —

Secondary
U.C.C. § 3-104(e). An instrument is a ‘’note’’ if it is a promise (U.C.C. §
Source
3-104(e)). A note or promissory note, the two terms being used
interchangeably, contains an...

6. U.C.C. Pleading and Practice Forms s 3:5, Allegation- 2017 Other —

Requisites of negotiability of note Secondary
Source
U.C.C. § 3-104(e). An instrument is a ‘’note’’ if it is a promise (U.C.C. §
3-104(e)). A note or promissory note, the two terms being used
interchangeably, contains an...

© 2017 Thomson Reuters. No claim to original U.S. Government Works. 3

§ 46.Signature by agent or representative—Signing..., 11 Am. Jur. 2d Bills and Notes § 46

Table of Authorities (5)

Treatment Referenced Title Type Depth Page

Number
— 1. Billingsley v. Smith Case — s 46
147 S.W.3d 697, Ark.App., 2004
COMMERCIAL LAW - Commercial Paper. The
debtor’s son was not liable on a check he
signed in a representative capacity.

— 2. Helmer v. Rumarson Technologies, Inc. Case — s 46

538 S.E.2d 504, Ga.App., 2000
COMMERCIAL LAW - Commercial Paper.
Authorized signatories on a corporate account
could not be held personally liable for bad
checks.

— 3. Medina v. Wyche Case — s 46

796 So.2d 622, Fla.App. 3 Dist., 2001
COMMERCIAL LAW - Commercial Paper.
Corporate officer who signed corporate check
was not personally liable for amount.

— 4. Peterson v. Holtrachem, Inc. Case — s 46

521 S.E.2d 648, Ga.App., 1999
COMMERCIAL LAW - Debt Collection. Employee
who signed only her name on bad check drawn
on employer’s account was not liable.

— 5. Power and authority of president of Secondary — s 46

business corporation to execute Source
commercial paper
Power and authority of president of business
corporation to execute commercial paper
1964 WL 13095, 1964
This annotation discusses the question
whether, and under what circumstances, the
president of a business corporation has power
or authority to execute commercial paper in
the name...

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