The opinion of the court was delivered by: GRIM
The problem here presented is the construction of a promissory note:
$ 15,426.50 March 31 1959 Sixty Days after date -- -promise to pay to the order of INDUSTRIAL RAYON CORPORATION Fifteen Thousand Four Hundred Twenty-Six and 50/100 -- Dollars Payable at Cleveland, Ohio with interest at 6% Per annum Value received
LASKIN BROS. OF PHILA. INC. Harold Laskin
Harold Laskin being bankrupt, the question here is whether this note constitutes the holder, Industrial Rayon Corporation, a creditor of the bankrupt. The referee held that the bankrupt was not liable on the note and that the holder was not his creditor. The holder has petitioned for review of the referee's action.
'(1) A signature may be made by an agent or other representative, and his authority to make it may be established as in other cases of representation. No particular form of appointment is necessary to establish such authority.
'(2) An authorized representative who signs his own name to an instrument is also personally obligated unless the instrument names the person represented and shows that the signature is made in a representative capacity. The name of an organization preceded or followed by the name and office of an authorized individual is a signature made in a representative capacity.'
It is helpful as well as proper (12-A P.S. §§ 1-102(3)(f)) to refer to the Uniform Code Comment on Section 3-403 prior to the 1959 amendments.
'* * * The rule here stated is that the representative is liable personally unless the instrument itself clearly shows that he has signed only on behalf of another named on the paper. If he does not sign in such a way as to make that clear the responsibility is his * * *'
Clearly and obviously, the signature 'Harold Laskin' on the Industrial Rayon note, without one word to indicate that it was affixed to the note in a representative capacity, makes him individually liable on the note.
Section 20 of the Negotiable Instruments Law, 56 P.S. § 25, in effect prior to the Code, provided:
'Where the instrument contains or a person adds to his signature words indicating that he signs for or on behalf of a principal, or in a representative capacity, he is not liable on the instrument if he was duly authorized * * *.'
Pennsylvania was one of the jurisdictions which admitted parol evidence to show that the instrument was signed in a representative capacity although this fact did not appear on the instrument. See Dormont Savings & ...