                                 CODE OF VIRGINIA

SIGNATURE BY REPRESENTATIVE (§ 8.3A-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 &#8220;authorized signature of the represented
person&#8221; 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.

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