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  1. Alice sends Bob a document to sign with DocuSign or a similar service.
  2. Bob does not have a device DocuSign works on, or does not know how to open the document.
  3. Bob forwards the email to Joe.
  4. Joe calls Bob on the phone and reads the document to Bob.
  5. Bob tells Joe to sign it.
  6. Joe signs Bob's name.

Is the signature binding on Bob?

1 Answer 1

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Possibly. Under UCC 3-402, a representative can sign for a party. There are some conditions though. One is that the signature should show unambiguously that the signature is made on behalf of the person identified in the instrument. If the signature is not clear that the signature is made in a representative capacity, the representative is liable. The only thing that a digital signature adds is the possibility that it is impossible to unambiguously show this because of the software. It seems from the internet that Docusign allows this.

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  • Is Joe really a representative? All he's doing is translating Bob's spoken instructions to taps on a screen.
    – Someone
    Sep 19, 2022 at 17:37
  • 2
    That's what it means to be a representative: "do on behalf of".
    – user6726
    Sep 19, 2022 at 17:41
  • UCC 3-402(b)(1) is going after the undisclosed principal problem and not the undisclosed agent problem.
    – ohwilleke
    Sep 19, 2022 at 21:33

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