Basic Uniform Commercial Code
If someone signs an instrument as a representative with actual or apparent authority, the represented person is liable for it. UCC § 3-402(a).
- Negotiable instruments are heavily dependant on agency law.
If someone signs a check payable from his principal's account, the principal is liable for it. UCC § 3-402(c).
If it's unambiguous that an instrument is signed on behalf of someone else named in the instrument, the representative is not liable. UCC § 3-402(b)(1).
- Otherwise, the representative is liable "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." UCC § 3-402(b)(2).