Florida Statutes

Fla. Stat. § 673.4021 (2025)

Signature by representative.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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673.4021 Signature by representative.—

(1) 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.

(2) 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:

(a) 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.

(b) Subject to subsection (3), if the form of the signature does not show unambiguously that the signature is made in a representative capacity or if 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.

(3) 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.—s. 2, ch. 92-82.

Notes of Decisions

Cited in 21 cases, 1994–2020 · leading case: Serna v. Milanese, Inc., 643 So. 2d 36 (Fla. 3d DCA 1994).

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Serna v. Milanese, Inc., 643 So. 2d 36 (Fla. 3d DCA 1994). · cites it 14× “*38 During the pendency of the suit this statute was repealed and replaced by the legislature with section 673.4021, Florida Statutes (1993), effective January 1, 1993.”

Molinos Valle Del Cibao, C. Por A. v. Lama, 633 F.3d 1330 (11th Cir. 2011). “liable for Chipstek’s and Expertek’s actions by piercing the corporate veil under alter ego and agency theories.”

Florida Med. Ctr., Inc. v. McCoy, 657 So. 2d 1248 (Fla. 4th DCA 1995). · cites it 2× “See § 673.4021, Fla. Stat. (1993) (if form of signature of person on instrument does not show unambiguously that signature was made in representative capacity, person is liable on instrument).”

Medina v. Wyche, 796 So. 2d 622 (Fla. 3d DCA 2001). · cites it 2× “§ 673.4021(3), Fla. Stat. (1997). The official comment makes clear that the revision is intended to address the situation now before us: 3.”

Agia v. Ossi, 249 So. 3d 672 (Fla. 2d DCA 2018). · cites it 2× “Parol evidence may be considered when the manner in which a party signs a promissory note is such that the capacity in which the party signed is ambiguous.”

PMT NPL Fin. v. Centurion Sys., 257 So. 3d 516 (Fla. 5th DCA 2018). “§ 673.4021(1). “In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings.”

Williamson v. Bertino, 685 So. 2d 93 (Fla. 4th DCA 1997). · cites it 2× “403 and replaced it with section 673.4021. Ch. 92-82, §§ 1, 2 at 759, Laws of Fla.”

Moschini v. Inter-Gold Italia, Inc., 694 So. 2d 774 (Fla. 2d DCA 1997). · cites it 2× “Larry Moschini's claim against Inter-Gold is governed by section 673.4021(1), Florida Statutes (1993): 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…”

Serna v. Arde Apparel, Inc., 657 So. 2d 966 (Fla. 3d DCA 1995). “403, Florida Statutes (1991), and was not affected by section 673.4021 (1993), which became effective on January 1, 1993.”

Berti v. Cedars Healthcare Grp., Ltd., 812 So. 2d 580 (Fla. 3d DCA 2002). · cites it 2× “Because it affirmatively appears that the appellant was personally liable, see § 673.4021(2)(b), Fla. Stat. (1995); Spofford v.”

Childs v. Se. Air Control, Inc., 644 So. 2d 1028 (Fla. 3d DCA 1994). · cites it 3× “The principal issue in this ease is whether section 673.4021(3), Florida Statutes, effective January 1, 1993, is retroactive.”

De Maria v. Potamkin, 680 So. 2d 1061 (Fla. 3d DCA 1996). · cites it 2× “Section 673.4021, Florida Statutes, was enacted to take the place of 673.”

Show all 21 citing cases →

— 673.4021(1) — 3 cases

Moschini v. Inter-Gold Italia, Inc., 694 So. 2d 774 (Fla. 2d DCA 1997). “Larry Moschini's claim against Inter-Gold is governed by section 673.4021(1), Florida Statutes (1993): 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…”

Big Bang Miami Ent., LLC v. Moumina, 137 So. 3d 1117 (Fla. 3d DCA 2014).

— 673.4021(2) — 1 case

Williamson v. Bertino, 685 So. 2d 93 (Fla. 4th DCA 1997). “403 and replaced it with section 673.4021. Ch. 92-82, §§ 1, 2 at 759, Laws of Fla.”

— 673.4021(2)(b) — 4 cases

Agia v. Ossi, 249 So. 3d 672 (Fla. 2d DCA 2018). “Parol evidence may be considered when the manner in which a party signs a promissory note is such that the capacity in which the party signed is ambiguous.”

Berti v. Cedars Healthcare Grp., Ltd., 812 So. 2d 580 (Fla. 3d DCA 2002). “Because it affirmatively appears that the appellant was personally liable, see § 673.4021(2)(b), Fla. Stat. (1995); Spofford v.”

Monique M. Agia v. Fareed Ossi (Fla. 2d DCA 2018).

Daniel v. Avren, 228 So. 3d 174 (Fla. 2d DCA 2017).

— 673.4021(3) — 4 cases

Serna v. Milanese, Inc., 643 So. 2d 36 (Fla. 3d DCA 1994). “*38 During the pendency of the suit this statute was repealed and replaced by the legislature with section 673.4021, Florida Statutes (1993), effective January 1, 1993.”

Medina v. Wyche, 796 So. 2d 622 (Fla. 3d DCA 2001). “§ 673.4021(3), Fla. Stat. (1997). The official comment makes clear that the revision is intended to address the situation now before us: 3.”

Childs v. Se. Air Control, Inc., 644 So. 2d 1028 (Fla. 3d DCA 1994). “The principal issue in this ease is whether section 673.4021(3), Florida Statutes, effective January 1, 1993, is retroactive.”

Paramount v. Gilbert, 867 So. 2d 642 (Fla. 4th DCA 2004).

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