Editor's notes.

- In light of the similarity of the provisions, decisions under former Code 1933, §§ 14-219, 14-220 and former Code Section 11-3-403 are included in the annotations for this section.

This section inapplicable in suit not on instrument itself but on underlying debt caused by overdrafts. FDIC v. West, 244 Ga. 396, 260 S.E.2d 89 (1979) (decided under former Code Section11-3-403).

History of former paragraph (2)(b).

- Former paragraph (2)(b) is an adoption of common-law minority rule of Megowan v. Peterson, 173 N.Y. 1, 65 N.E. 738 (1902). Kramer v. Johnson, 121 Ga. App. 848, 176 S.E.2d 108 (1970) (decided under former Code Section11-3-403).

The 1996 amendments relating to the conditions whereby an authorized representative's signature on a note may make the representative personally liable for the obligation created a substantive change in the law; thus, the prior version of O.C.G.A. § 11-3-403 applied to notes signed in 1993. Marek Interior Sys. v. White, 230 Ga. App. 518, 496 S.E.2d 749 (1998).

Cited in Heath v. Wheeler, 234 Ga. App. 606, 507 S.E.2d 508 (1998).

Legislative intent.

- The General Assembly intended that both the name of the organization and the office (official capacity) of an authorized individual be included before a signature would be deemed "a signature made in a representative capacity." In other words, former subsection (3) of this section relieves the signer of an instrument from the burden of establishing that one signed it in a representative capacity, as required by former subsection (2), but only when the conditions stated therein are met. Yeomans v. Coleman, Meadows, Pate Drug Co., 167 Ga. App. 646, 307 S.E.2d 121 (1983) (decided under former Code Section11-3-403).

One signing in a representative capacity need not follow any set formal mode of signing but may use words such as to indicate that one is signing in a representative capacity and negative personal liability. Duke v. Williams, 92 Ga. App. 151, 88 S.E.2d 289 (1955) (decided under former Code 1933, § 14-220).

One signing document without showing signature "in a representative capacity" is personally obligated under this section. Barnett v. Leasing Int'l, Inc., 151 Ga. App. 715, 261 S.E.2d 452 (1979) (decided under former Code Section11-3-403).

Absent proof that signature was made as representative, this section applies, resulting in personal liability. Casey v. Carrollton Ford Co., 152 Ga. App. 105, 262 S.E.2d 255 (1979) (decided under former Code Section11-3-403).

An authorized representative was not personally liable where the representative signed a check imprinted with the name of the represented business even though the instrument did not indicate on its face that it was being signed in a representative capacity. Peterson v. Holtrachem, Inc., 239 Ga. App. 838, 521 S.E.2d 648 (1999).

An authorized signatory on a corporate account can not be held personally liable for corporate checks returned for insufficient funds. Helmer v. Rumarson Techs., Inc., 245 Ga. App. 598, 538 S.E.2d 504 (2000).

In an action following the default of a promissory note, the trial court properly granted the defendant summary judgment because the defendant signed the promissory note solely in a representative capacity of a limited liability company and was not personally liable and the plaintiff knew that the defendant had not signed in a personal capacity. Envision Printing, LLC v. Evans, 336 Ga. App. 635, 786 S.E.2d 250 (2016).

Defendant liable when note signed in individual capacity.

- Although the stationery on which the note was typed showed that the defendant served as president of the corporation, the note itself was signed in an individual and not a representative capacity and thus the defendant was personally liable for the note. Avery v. Whitworth, 202 Ga. App. 508, 414 S.E.2d 725 (1992) (decided under former Code Section11-3-403); Talmadge v. Respess, 224 Ga. App. 768, 482 S.E.2d 709 (1997);(decided under former Code Section11-3-403).

No indication of agency appearing on instrument.

- Where defendant admits to executing instrument but contends that it was done in corporate capacity at request of plaintiff's representative or agent, defendant is still personally obligated if instrument neither names person represented nor shows that representative signed in representative capacity. Barnett v. Leasing Int'l, Inc., 151 Ga. App. 715, 261 S.E.2d 452 (1979) (decided under former Code Section11-3-403).

One who executes note in own name with nothing on face of note showing agency cannot introduce parol evidence to show that one executed it for a principal, or that payee knew that one intended to execute it as agent, and under this section, one is personally obligated if instrument neither names person represented nor shows that representative signed in representative capacity. Stone v. First Nat'l Bank, 159 Ga. App. 812, 285 S.E.2d 207 (1981) (decided under former Code Section11-3-403).

Where the contract itself was ambiguous as to the capacity in which defendant signed because defendant's signature appeared above the name of the allegedly represented entity but failed to reflect defendant's office or otherwise show that defendant was signing in a representative capacity, the jury could conclude that defendant signed the contract in an individual capacity, and not as an agent, and the trial court did not err in denying defendant's motion for directed verdict. Griffin v. Associated Payphone, 244 Ga. App. 183, 534 S.E.2d 540 (2000).

Signature on lower right side, without limiting or descriptive words.

- Signature of individual on lower right side of face of note, without limiting or descriptive words before or after it, is universal method of signing a contract to assume personal obligation. Bostwick Banking Co. v. Arnold, 227 Ga. 18, 178 S.E.2d 890 (1970) (decided under former Code Section11-3-403).

Conditional sale contract naming company represented.

- Where conditional sale contract named company defendant was representing but did not show that defendant signed instrument in representative capacity, trial judge did not err in finding defendant personally liable. Blayton v. Ford Motor Credit Co., 118 Ga. App. 517, 164 S.E.2d 262 (1968) (decided under former Code Section11-3-403).

Name similar to that of asserted real maker appearing in address.

- Fact that name similar to that of corporation asserted to be real maker of note appears in address does not name person represented within meaning of former subsection (2)(b) so as to make a question of fact as to whether signer was acting in representative capacity. Southern Oxygen Supply Co. v. Golian, 230 Ga. 405, 197 S.E.2d 374 (1973) (decided under former Code Section11-3-403).

Principal officers of corporation who executed promissory note in individual capacity were individually liable on the note. Whitfield v. Broadview Plaza, Ltd., 161 Ga. App. 248, 288 S.E.2d 313 (1982);(decided under former Code Section11-3-403).

Trial court erred in finding there was any issue of fact as to whether officers of a corporation executed a note in a representative capacity, where the face of the document showed they did not. Vick v. Mercer, 194 Ga. App. 785, 391 S.E.2d 680 (1990) (decided under former Code Section11-3-403).

Oral authorization of agent.

- An agent may be orally authorized to endorse negotiable instruments on behalf of a principal. Atlantic Nat'l Bank v. Edmund, 108 Ga. App. 63, 132 S.E.2d 103 (1963) (decided under former Code 1933, § 14-219).

One signing as administrator, when one had no such authority.

- Defendant's contention that at time of executing note sued on one was acting as agent for an estate and that it was intention of defendant and plaintiff payee that defendant not be bound individually was without merit; defendant could not make note as agent for the estate because defendant was without authority to do so and the obligation was defendant's individual undertaking. Burk v. Hammond, 98 Ga. App. 416, 105 S.E.2d 807 (1958) (decided under former Code 1933, § 14-220).

Apparent authority.

- Where its president-treasurer had at least apparent authority - if not actual authority - to execute indorsements, a corporation could not defeat such indorsements merely by alleging that in truth and in fact president-treasurer had no such authority and that action of indorsing the paper had not been ratified. Bank S. v. Midstates Group, Inc., 185 Ga. App. 342, 364 S.E.2d 58 (1987) (decided under former Code Section11-3-403).

Where a corporate officer has at least apparent authority, if not actual authority, to place the corporate indorsement upon negotiable instruments, the defendant cannot defeat such indorsements merely by alleging that in truth and in fact the officer had no such authority and that the officer's act in indorsing the paper had not been ratified. Holliday Constr. Co. v. Sandy Springs Assocs., 198 Ga. App. 20, 400 S.E.2d 380 (1990) (decided under former Code Section11-3-403).

Representative capacity of signature.

- Seller was not personally liable to a developer on a real estate contract even though the seller did not sign the contract in a representative capacity where the evidence, including the deeds from the seller to the developer, showed that the seller was a corporation and that the developer was aware of that fact. Bowen Builders Group, Inc. v. Reed, 252 Ga. App. 54, 555 S.E.2d 754 (2001).

Trial court did not err in granting a bank summary judgment on the bank's claims against an automobile seller for enforcement of drawer and signer obligations under the Georgia Uniform Commercial Code (UCC), O.C.G.A. § 11-3-414(b), and for a violation of the bad check statute, O.C.G.A. § 13-6-15, because there was no genuine issue of material fact over whether the seller was the drawer and signer of the check for purposes of the UCC and the bad check statute; the seller admitted that the seller's representative was the actual signatory of the check and that the representative possessed authority to sign checks on the seller's behalf. Consumer Solutions Fin. Servs. v. Heritage Bank, 300 Ga. App. 272, 684 S.E.2d 682 (2009).

Allegation that check was signed with apparent authority must be specifically denied.

- Where petition alleged that drawer had stopped payment on check on drawer's account, bearing the drawer's imprinted trade name, underneath which appeared the signature of the drawer's wife who had apparent authority as agent or representative, in absence of pleading that wife had no such authority to draw checks on the account, this must be construed as an admission of the wife's authority. Gate City Furn. Co. v. Rumsey, 115 Ga. App. 753, 156 S.E.2d 221 (1967) (decided under former Code Section11-3-403).

Challenge to signature executed in accordance with former subsection (3) must be specifically pleaded.

- Signature executed as provided for in former subsection (3) of this section is presumed to be authorized, and if one desires to challenge its effectiveness it must be specifically denied in pleadings. Modern Free & Accepted Masons of World v. Cliff M. Averett, Inc., 118 Ga. App. 641, 165 S.E.2d 166 (1968) (decided under former Code Section11-3-403).

Judgment on pleadings improper where answer raises issue of representative capacity of signature.

- In suit to hold agent personally liable on note, judgment on pleadings is improper where answer raises factual issue of understanding of parties as to signature in representative capacity, and form of signature indicates a representative capacity although principal is not named. Kramer v. Johnson, 121 Ga. App. 848, 176 S.E.2d 108 (1970);(decided under former Code Section11-3-403).

"Except as otherwise established" language as authorizing parol evidence.

- "Except as otherwise established," as used in former subsection (2)(b) of this section has been held to authorize admission of parol evidence to prove signature was made in representative capacity. Seamon v. Acree, 142 Ga. App. 662, 236 S.E.2d 688 (1977) (decided under former Code Section11-3-403).

"Except as otherwise established" clause in former subsection (2) of this section authorizes admission of parol evidence as between original parties to the instrument to prove signature was made in representative capacity. West v. FDIC, 149 Ga. App. 342, 254 S.E.2d 392, aff'd, 244 Ga. 396, 260 S.E.2d 89 (1979) (decided under former Code Section11-3-403).

If signature made in representative form, or principal is named, parol evidence admissible.

- If instrument names person represented but signature is not made in representative form, or if there is a signature in representative form but principal's name does not appear, parol evidence is admissible in litigation between immediate parties to a note to prove capacity in which signature was affixed. Phoenix Air Conditioning Co. v. Pound, 123 Ga. App. 523, 181 S.E.2d 719 (1971) (decided under former Code Section11-3-403).

The presence of an unattested corporate seal and an individual signature on a promissory note placed the instrument within former paragraph (2)(b) so as to permit the introduction of parol evidence to show agency. Hartkopf v. Heinrich Ad. Berkemann, 200 Ga. App. 355, 408 S.E.2d 450, cert. denied, 200 Ga. App. 896, 408 S.E.2d 450 (1991) (decided under former Code Section11-3-403).

Where one signs with no indication of agency, parol evidence inadmissible to establish agency.

- One executing note in own name with nothing on its face showing agency cannot introduce parol evidence to show that it was executed for a principal, or that payee knew that it was intended to be executed as agent. Bostwick Banking Co. v. Arnold, 227 Ga. 18, 178 S.E.2d 890 (1970); Barnett v. Leasing Int'l, Inc., 151 Ga. App. 715, 261 S.E.2d 452 (1979) (decided under former Code Section11-3-403).

If one signs name in nonrepresentative form to instrument which does not name the principal, notwithstanding that one is authorized and can prove such, that person is personally obligated thereon and parol evidence is not admissible to alter the obligation. Phoenix Air Conditioning Co. v. Pound, 123 Ga. App. 523, 181 S.E.2d 719 (1971) (decided under former Code Section11-3-403).

Where parol evidence is conflicting.

- Where a note has all the appearances of a personal, rather than a corporate, obligation and the parol evidence offered by the parties is conflicting, the trial court, as the trier of fact, is authorized to conclude from the evidence that the note was not signed in a representative capacity. Yeomans v. Coleman, Meadows, Pate Drug Co., 167 Ga. App. 646, 307 S.E.2d 121 (1983); Cooley v. Dickerson & Swift Entertainment, Inc., 177 Ga. App. 855, 341 S.E.2d 504 (1986) (decided under former Code Section11-3-403).

Am. Jur. 2d.

- 3 Am. Jur. 2d, Agency, § 149. 10 Am. Jur. 2d, Banks and Financial Institutions, §§ 913, 914, 918. 11 Am. Jur. 2d, Bills and Notes, §§ 203, 212, 294. 12 Am. Jur. 2d, Bills and Notes, §§ 486 et seq., 586, 608 et seq., 671. 31 Am. Jur. 2d, Executors and Administrators, § 405.

C.J.S.

- 10 C.J.S., Bills and Notes, § 12.

U.L.A.

- Uniform Commercial Code (U.L.A.) § 3-402.

ALR.

- Sufficiency of signing or indorsing a bill or note by printing or stamping, 7 A.L.R. 672; 46 A.L.R. 1498.

Accord and satisfaction by authorized endorsement and transfer of commercial paper by agent having no authority to compromise, 46 A.L.R. 1522.

Addition of word indicating representative or fiduciary capacity after name of payee, endorser, or endorsee on commercial paper as charging transferee with notice of trust in favor of third parties or of defenses in maker, 61 A.L.R. 1389.

Authority of agent to indorse and transfer commercial paper, 37 A.L.R.2d 453.

Construction and application of UCC § 3-403(2) dealing with personal liability of authorized representative who signs negotiable instrument in his own name, 97 A.L.R.3d 798.