Chapter 4Liability of Parties
Section § 3401
You're only responsible for paying anything on a financial document, like a check or contract, if you or someone legally acting on your behalf signed it. If someone else signed for you, it only counts if they were allowed to do so under certain rules.
Section § 3402
This law discusses when a person, acting as someone else's representative, signs a document or check. If their signature is authorized, it's as though the person they're representing signed it themselves. If the signature clearly indicates it's on behalf of someone else, the representative isn't responsible for it. However, if the signature does not clearly show it's for another person or if the person isn't named, the representative might be liable, unless they can prove that everyone involved understood they weren't responsible. If signing a check without showing representative status, the signer isn't liable if the check is linked to the represented person's account and the signature was authorized.
Section § 3403
In simple terms, if a person signs a document without proper authority, that signature usually doesn't count, except in cases where someone genuinely pays or accepts the document as valuable. This unauthorized signature can become valid if the right parties agree to it afterward. If a document requires multiple signatures to be valid and one is missing, then the organization's signature doesn't count. Also, if someone signs without proper authority, they could still face legal consequences, even if that unauthorized signature is considered valid in some cases.
Section § 3404
This law covers situations where someone tricks a bank or issuer into giving them a financial instrument, like a check, by pretending to be someone else. If that happens, and someone hands over money or value for the check in good faith, it's as if the check was signed by the rightful recipient. The law also addresses cases where a check is meant for a fake person or the actual payee isn't supposed to get anything. If the check is used in good faith, even by someone not originally intended, it's considered rightfully endorsed. If someone handling the check doesn't use ordinary care and that leads to a loss (like money being paid out wrongly), the careless party may have to compensate the loss they contributed to.
Section § 3405
This law explains what happens when an employee, including independent contractors or their employees, wrongly endorses a check or similar item in a fraudulent way. If an employee responsible for handling such items commits fraud by endorsing a check that isn't theirs, the endorsement can still be treated as legitimate if it’s similar to the recipient's name. When someone pays or accepts the check without being careful and this carelessness leads to a loss due to the fraud, they might have to cover the loss. The law also specifies what it means to have responsibility over checks.
Section § 3406
If someone does not take reasonable care and this leads to a document being altered or a forgery occurring on it, they cannot blame another person who pays or accepts the document honestly and for its value. However, if both parties involved didn’t exercise proper care and this caused a loss, they share the loss based on each person's lack of care. The person who claims the other was careless has to prove it, but if it's about sharing the loss, the burden of proof is on the person who claims they weren't careful.
Section § 3407
This section defines what 'alteration' means concerning financial instruments, such as contracts or checks. An 'alteration' is any unauthorized change or addition that affects a party's obligations under that instrument. If an alteration is made fraudulently, the party affected can be released from their obligation, unless they agreed to it or are legally blocked from objecting. However, a bank or person who handles the altered instrument in good faith and doesn't know about the alteration can enforce the instrument's original terms or, if it was an incomplete instrument later altered, its completed terms.
Section § 3408
A check or draft doesn't automatically transfer money from the bank where the account is held. The bank isn't responsible for paying out the check until it agrees to do so.
Section § 3409
In this section, 'acceptance' means when the drawee (the person or bank supposed to pay) signs a draft, agreeing to pay it as presented. This can be just their signature and makes it official when the person is informed or receives the signed draft. You can accept a draft even if it’s not fully complete, late, or previously refused. If a draft should be paid after a set time and isn’t dated, the person holding it can add the date in good faith. A 'certified check' is one that a bank has agreed to pay, confirmed by their writing or signature on it. Banks aren’t required to certify checks, and not certifying doesn't mean the check is refused.
Section § 3410
This law is about how a drawee (the one who is supposed to pay) can change the terms of a draft (a type of payment order). If they change the terms and the person holding the draft doesn't agree, they can treat the draft as if it's been dishonored, meaning it wasn't accepted as is. An acceptance just saying the draft will be paid at a certain bank doesn’t change the terms unless it says it'll be paid only there. If the holder agrees to the changes, any other people, like someone who endorsed the draft, are no longer responsible unless they also agree to the changes.
Section § 3411
This section is about what happens when a bank, called the 'obligated bank,' fails to pay a certified, cashier's, or teller's check. If the bank wrongly refuses to pay these checks, the person who is supposed to get the money can ask for compensation to cover their expenses and lost interest, and possibly more damages if they gave the bank a heads-up about any special reasons they need the money. However, there are exceptions where the bank can refuse to pay: if the bank has stopped all payments, if there's a valid defense or claim against the person demanding the money, if the bank isn't sure who should get the money, or if paying is illegal.
Section § 3412
This law explains that whoever issues a note, cashier's check, or similar draft must pay it according to what it says either when it was first issued or when it's filled out completely, if it was initially incomplete. This responsibility is towards people who can enforce the note or those who endorsed it and ended up paying it.
Section § 3413
If someone accepts a draft, which is like a promise to pay a specific amount, they must pay according to the terms at the time they accepted it. If they agreed to changes in the draft, they pay according to those changes. If it was an incomplete draft when accepted, they owe based on how it was completed, within certain legal limits. This payment duty is owed to those who can legally enforce the draft or to those who paid it off. When a bank certifies a check or accepts a draft, it must pay the amount stated, but if it doesn't say an amount and someone alters it to increase the value before selling it to an honest new owner, the bank pays the original amount when the new owner received it.
Section § 3414
This section outlines the rules for who is responsible for paying a draft if it's not accepted or honored. A draft is like a written order to pay someone money, such as a check. If a draft is dishonored, meaning not accepted or paid, the person who wrote it (the drawer) has to pay according to its original terms unless they've excluded themselves from liability. However, if a bank accepts the draft, the drawer is no longer responsible. If someone else accepts the draft but doesn't pay, the drawer still has some obligations similar to those of an endorser. Also, there are specific conditions under which a drawer can transfer their rights to collect funds from a bank that didn't honor a check to avoid paying out of their pocket.
Section § 3415
If you endorse a payment instrument (like a check) and it gets rejected for payment, you usually have to pay the amount due. This is true unless you wrote "without recourse," didn't get a required notice of dishonor, a bank accepted the draft after you endorsed it, or the check wasn't presented or given to a bank for collection within 30 days. These conditions can release you from having to pay.
Section § 3416
When someone transfers a financial instrument like a check for payment, they guarantee several things to the person receiving it. These include being entitled to enforce the instrument, ensuring all signatures are real and authorized, confirming the instrument hasn’t been tampered with, and that there are no other legal claims against it. They also promise they aren’t aware of any bankruptcy proceedings involving certain parties related to the instrument and, for demand drafts, that the draft was authorized by the person labeled as the owner on it. If any of these promises are broken, the recipient can claim damages up to the value of the instrument plus costs. You can't back out of these guarantees for checks, and someone must notify the warrantor of a breach within 30 days to make a claim. Legal action for broken promises starts when you realize the issue.
Section § 3417
This section outlines the warranties provided when an unaccepted draft, like a check, is presented for payment or acceptance. Basically, whoever presents the draft guarantees certain things to the bank or person paying it, like that the draft hasn't been changed and the signatures are valid. If these promises are broken, the payer can ask for their money back and any related losses or expenses. There are also rules about when someone can defend themselves if accused of breaching these guarantees, and notice requirements for making claims. Some warranties can't be ignored, especially with checks, and there's a timeline for claims that starts when the breach is known.
Section § 3418
This law talks about what happens if a bank or similar entity pays or accepts a check by mistake. Normally, if they thought the payment was okay but found out they were wrong—like if they missed a stop payment order or believed a signature was real—they can get their money back from whoever they paid. But if the person who got paid acted in good faith and didn't know about the mistake, they might not have to return the money. The law also says that when money is recovered from someone due to a mistake, the check is treated as if it was never actually honored in the first place.
Section § 3419
This section of the law discusses what happens when someone signs a financial document as a favor to another person, without receiving any direct benefit from it. This person is called an "accommodation party." When they sign, they are promising to pay the debt if the person who benefits from the money (called the "accommodated party") does not. The law explains different roles the accommodation party might take on, like acting as a guarantor or surety, and when they are responsible for payment. It also outlines what happens if the accommodation party ends up paying the debt; they can then seek repayment from the person who benefited from the money.
Section § 3420
This law deals with the conversion of personal property and applies it to instruments like checks or promissory notes. Basically, if someone takes or pays out on an instrument without the right to enforce it, it can be considered 'converted.' However, the issuer or someone who never actually received the instrument can't sue for conversion. If a lawsuit is filed, the most one can claim is the amount they're actually owed. Also, someone acting in good faith on behalf of a wrong person isn't liable beyond what they haven't yet paid out.