Okla. Stat. tit. 12A § 3-401

Current through Laws 2024, c. 378.
Section 3-401 - [Effective 11/1/2024] Signature necessary for liability on instrument

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 Section 3-402 of this title.

Okla. Stat. tit. 12A, § 3-401

Amended by Laws 2024, c. 13,s. 22, eff. 11/1/2024.
Laws 1961, p. 110, § 3-401; Amended by Laws 1991, SB 25, c. 117, § 64, eff. 1/1/1992.

Oklahoma Code Comment

Section 3-401 specifies who is liable on an instrument and clarifies the means by which a person's "signature" may be made. This Section interacts in an important way with Section 3-402 to change Oklahoma law with regard to the liability of an undisclosed principal. Under the old Uniform Negotiable Instruments Law and pre-revision Article 3, an undisclosed principal was not liable as a party to a negotiable instrument. See Britton v. Mitchell, 361 F.2d 922 (10th Cir. 1966). However, under subsection (a)(ii) of this Section, an undisclosed principal may be liable if the conditions of Section 3-402 are met. See the Oklahoma Comment to Section 3-402 for further discussion.

In addition, this Section acknowledges technological advances by recognizing that a signature may be made by a "device or machine," which would include a signature made by a check signing machine. The Section also incorporates the definition of "signed" in sub section 1-201(39) , as any "symbol executed or adopted by a person with present intention to authenticate a writing." Notably, prior Oklahoma law required that a signature made by mark or symbol be attested by a witness, and a person who signed for an illiterate maker also had to write the signer's own name as a witness. See Sivils v. Taylor 12 Okla. 47, 69 P. 867 (1902); Citizens' Bank of Gans v. Strickland, 71 Okla. 136, 175 P. 506 (1918). Sub section 1-204(39) and Section 3-401 clarify that a complete signature is not necessary. The crucial question will be whether the person who signs using a symbol or mark has "a present intention to authenticate a writing." See Official Comment 39 to Section 1-201 . In this respect, Section 3-401 is in agreement with 21 O.S. § 100 (1910), which defines "signature" to include "any name, mark or sign, written with the intent to authenticate any instrument or writing ." However, the practitioner is cautioned to comply, when applicable, with the provisions of 25 O.S. § 26 (1910) and 22 O.S. § 7 (1910), both of which require a "signature" or "subscription" made by mark to be witnessed by another. See Official Comment 2, which cautions that this Section is not intended to contradict state law in this regard.

Also, note that a writing on a separate piece of paper is not considered an acceptance under the UCC. A drawee's liability, if any, for an acceptance on a separate piece of paper must be determined by contract law.

This section is set out more than once due to postponed, multiple, or conflicting amendments.