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 55-3-402 NMSA 1978.

OFFICIAL COMMENTS

1. UCC Official Comments © by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
2. 1. This section provides the fundamental rule that an obligation on an instrument depends on a signature that is binding on the obligor. The signature may be made by the obligor personally or by an agent or other representative authorized to act for the obligor. Signature by agents and other representatives is covered by Section 3-402 [55-3-402 NMSA 1978]. It is not necessary that the name of the obligor appear on the instrument, so long as there is a signature that binds the obligor. These obligations include those on an "order" (Section 3-103(a)(6) [55-3-103 NMSA 1978]) and a "promise" (Section 3-103(a)(9)) and those of an "issuer," "maker," or "drawer" (Sections 3-103(a)(5) and (7), 3-105(c), 3-412, and 3-414 [55-3-105, 55-3-412 and 55-3-414 NMSA 1978, respectively]), an "acceptor" (Sections 3-409 and 3-413 [55-3-409 and 55-3-413 NSMA 1978]), and an indorser (Sections 3-204(b) and 3-415 [55-3-204 and 55-3-415 NMSA 1978, respectively]).
3. 2. Subsection (b) of the pre-2022 text of this section has been deleted as unnecessary in view of the 2022 revision of the definition of "sign." See Section 1-201(b)(37) [55-1-201 NMSA 1978] and Comment 37. Although former subsection (b) had not proven to be problematic, its deletion eliminates any implication that the revised definition of "sign" is inadequate for purposes of this Article. For example, former subsection (b) provided examples of the means of making a signature with the present intention of authenticating a writing, such as by means of a device or machine, by the use of a trade name or assumed name, or by the use of a word, mark, or symbol. These means now are encompassed by the broad, general terms of the revised definition of "sign." A signature may appear in the body of the instrument, as in the case of "I, John Doe, promise to pay ***" without any other signature. It may be made in any name, including a name other than a designated payee. However, to be signed an instrument (a writing) must exist at the time it is signed by the execution or adoption of a tangible symbol on the instrument. The deletion of former subsection (b) effected no change in the law.

History: 1978 Comp., § 55-3-401, enacted by Laws 1992, ch. 114, § 126; 2023, ch. 142, § 23.

ANNOTATIONS

Repeals. — Laws 1992, ch. 114, § 237 repealed former 55-3-401 NMSA 1978, as enacted by Laws 1961, ch. 96, § 3-401, relating to signature, effective July 1, 1992. Laws 1992, ch. 114, § 126, enacted a new section, effective July 1, 1992. For provisions of former section, see the 1991 NMSA 1978 on NMOneSource.com.

The 2023 amendment, effective January 1, 2024, removed a provision related to how a signature may be accomplished; and deleted former Subsection (b), which provided "A signature may be made (i) manually or by means of a device or machine and (ii) by the use of any name, including a trade or assumed name, or by a word, mark or symbol executed or adopted by a person with present intention to authenticate a writing.".

A rubber stamp endorsement is valid and sufficient to transfer title to the instrument endorsed, when made by one having authority. Cooper v. Albuquerque Nat'l Bank, 1965-NMSC-076, 75 N.M. 295, 404 P.2d 125.

Liability of partnership generally. — Where one partner executes a negotiable note in his own name, even though for partnership purposes, the firm is not liable thereon. Harris v. Singh, 1929-NMSC-086, 34 N.M. 470, 283 P. 910 (decided under former law).

Law reviews. — For note, "New Mexico's Uniform Commercial Code: Presentment Warranties and the Myth of the 'Shelter Provision'," see 4 Nat. Resources J. 398 (1964).

Cooper v. Albuquerque Nat'l Bank, 75 N.M. 295, 404 P.2d 125 (1965), commented on in 6 Nat. Resources J. 142 (1966).

For article, "Essential Attributes of Commercial Paper - Part I," see 1 N.M. L. Rev. 479 (1971).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 11 Am. Jur. 2d Bills and Notes §§ 209, 210, 212, 556.

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

Place of maker's signature on bill or note, 20 A.L.R. 394.

Construction and effect of statutes as to doing business under an assumed or fictitious name or designation not showing the names of the persons interested, 42 A.L.R.2d 516.

Bank's liability for payment or withdrawal on less than required number of signatures, 7 A.L.R.4th 655.

10 C.J.S. Bills and Notes § 27 et seq.; 80 C.J.S. Signatures § 1 et seq.