Section 3–402. (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), 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.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Chapter 106 - Uniform Commercial Code
Article 3 - Negotiable Instruments
Section 3-111 - Place of Payment
Section 3-102 - Subject Matter
Section 3-312 - Lost, Destroyed, or Stolen Cashier's Check, Teller's Check, or Certified Check
Section 3-402 - Signature by Representative
Section 3-403 - Unauthorized Signature
Section 3-404 - Impostors; Fictitious Payees
Section 3-405 - Employer's Responsibility for Fraudulent Indorsement by Employee
Section 3-406 - Negligence Contributing to Forged Signature or Alteration of Instrument
Section 3-408 - Drawee Not Liable on Unaccepted Draft
Section 3-409 - Acceptance of Draft; Certified Check
Section 3-410 - Acceptance Varying Draft
Section 3-411 - Refusal to Pay Cashier's Checks, Teller's Checks, and Certified Checks
Section 3-412 - Obligation of Issuer of Note or Cashier's Check
Section 3-413 - Obligation of Acceptor
Section 3-311 - Accord and Satisfaction by Use of Instrument
Section 3-414 - Obligation of Drawer
Section 3-416 - Transfer Warranties
Section 3-418 - Payment or Acceptance by Mistake
Section 3-419 - Instruments Signed for Accommodation
Section 3-420 - Conversion of Instrument
Section 3-503 - Notice of Dishonor
Section 3-504 - Excused Presentment and Notice of Dishonor
Section 3-505 - Evidence of Dishonor
Section 3-601 - Discharge and Effect of Discharge
Section 3-603 - Tender of Payment
Section 3-604 - Discharge by Cancellation or Renunciation
Section 3-605 - Discharge of Indorsers and Accommodation Parties
Section 3-415 - Obligation of Indorser
Section 3-310 - Effect of Instrument on Obligation for Which Taken
Section 3-417 - Presentment Warranties
Section 3-308 - Proof of Signatures and Status as Holder in Due Course
Section 3-309 - Enforcement of Lost, Destroyed, or Stolen Instrument
Section 3-104 - Negotiable Instrument
Section 3-105 - Issue of Instrument
Section 3-106 - Unconditional Promise or Order
Section 3-107 - Instrument Payable in Foreign Money
Section 3-108 - Payable on Demand or at Definite Time
Section 3-110 - Identification of Person to Whom Instrument Is Payable
Section 3-113 - Date of Instrument
Section 3-114 - Contradictory Terms of Instrument
Section 3-115 - Incomplete Instrument
Section 3-116 - Joint and Several Liability; Contribution
Section 3-117 - Other Agreements Affecting Instrument
Section 3-118 - Statute of Limitations
Section 3-109 - Payable to Bearer or to Order
Section 3-307 - Notice of Breach of Fiduciary Duty
Section 3-119 - Notice of Right to Defend Action
Section 3-306 - Claims to an Instrument
Section 3-305 - Defenses and Claims in Recoupment
Section 3-304 - Overdue Instrument
Section 3-302 - Holder in Due Course
Section 3-301 - Person Entitled to Enforce Instrument
Section 3-303 - Value and Consideration
Section 3-206 - Restrictive Indorsement
Section 3-205 - Special Indorsement; Blank Indorsement; Anomalous Indorsement
Section 3-203 - Transfer of Instrument; Rights Acquired by Transfer