Tennessee Code Annotated
Tenn. Code Ann. § 47-3-402 (2026)
Signature by representative
✓ current as of May 2026
- (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), 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.
Acts 1995, ch. 397, § 2.
Notes of Decisions
Cited in 5
cases (1 in the last 5 years), 1988–2025 · leading case: United Am. Bank of Memphis v. First Citizens Nat'l Bank of Dyersburg, 764 S.W.2d 555 (Tenn. Ct. App. 1988).
United Am. Bank of Memphis v. First Citizens Nat'l Bank of Dyersburg, 764 S.W.2d 555 (Tenn. Ct. App. 1988). “Our analysis begins with the overview: “Unless the instrument clearly indicates that a signature is made in some other capacity it is an endorsement”, T.C.A., § 47-3-402, and the comments to the section observe: “The question is to be determined from the face of the instrument…”
Mostoller v. Saxon Mortg. Servs., Inc. (In re Hunter), 466 B.R. 439 (Bankr. E.D. Tenn. 2012). “If an action to enforce the instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person…”
Alexander v. Armentrout, Jr. (Tenn. Ct. App. 1999). “§ 47-3-401(a) provides as follows: (a) A person is not liable on an instrument unless (i) the person signed the instrument, or (ii) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under §…”
William R. Smith v. Keith Prater (2025). “The only law Plaintiffs cite in support of their proposition is Tenn. Code Ann. § 47-3-402 , a provision of Tennessee’s Uniform Commercial Code which is specifically applicable to negotiable instruments, not real estate contracts.”
Nationsbank, N.A. v. FormPak, Inc. & Ron Campbell (Tenn. Ct. App. 1999). “T.C.A. § 47-3-402(b)(2) provides that a person acting or purporting to act or a representative is liable on the instrument unless he proves that the parties did 4 According to the appellant’s brief.”
Tenn. Code Ann. § 47-3-402(a): 1 case
Mostoller v. Saxon Mortg. Servs., Inc. (In re Hunter), 466 B.R. 439 (Bankr. E.D. Tenn. 2012). “If an action to enforce the instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person…”
Tenn. Code Ann. § 47-3-402(b)(1): 1 case
Alexander v. Armentrout, Jr. (Tenn. Ct. App. 1999). “§ 47-3-401(a) provides as follows: (a) A person is not liable on an instrument unless (i) the person signed the instrument, or (ii) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under §…”
Tenn. Code Ann. § 47-3-402(b)(2): 1 case
Nationsbank, N.A. v. FormPak, Inc. & Ron Campbell (Tenn. Ct. App. 1999). “T.C.A. § 47-3-402(b)(2) provides that a person acting or purporting to act or a representative is liable on the instrument unless he proves that the parties did 4 According to the appellant’s brief.”
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