The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
(Cite as: 9A V.S.A. § 3-402)
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§ 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.
(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. (Added 1993, No. 158 (Adj. Sess.), § 12, eff. Jan. 1, 1995.)