So what exactly is the issuer’s signature on a bill of exchange?
A signature is a graphic mark that identifies the issuer of a bill of exchange. It should consist of the first name and surname, or at least the surname, in accordance with the interpretation of the Supreme Court set out in its resolution of 30 December 1993, III CZP 146/93, OSN 1994, No. 5, item 94.
A signature consisting of a surname may be written in full or abbreviated, omitting certain letters. This leads to the conclusion that there is no obligation to sign legibly. The key aspect is that the signature must be characteristic of the person signing, and thus one which they use when signing other documents. A valid signature is therefore one that is consistent and allows for the identification of the person from whom it originates (see the judgment of the Supreme Court of 27 April 2016, II CSK 518/15). However, an initial, for example, which may consist of a single letter or graphic symbol without possessing features that identify the person affixing the initial, will not constitute a signature. Despite the frequent similarities between an initial and a signature, what distinguishes them is primarily their function – an initial is intended to confirm that the person has read the document’s content and to confirm the declarations of intent made. In contrast to an initial, the issuer’s signature on a bill of exchange therefore constitutes an expression of intent to incur a bill of exchange obligation.
Signature on a bill of exchange – the obligation to provide a handwritten signature
Another feature of the issuer’s signature on a bill of exchange is the obligation to provide a handwritten signature. Under current law, it is not possible to sign a bill of exchange with a qualified electronic signature (which some attempt to argue in light of the provisions of Article 781 of the Civil Code). The inability to affix a qualified signature to a bill of exchange is justified by the fact that the Bill of Exchange Act refers directly to the ‘paper’ version of the bill of exchange, distinguishing, for example, between the front and back of the bill, and also by the fact that every copy of a document signed with a qualified signature constitutes an original. The above could lead to risks associated with the ‘endless’ endorsement of the same bill of exchange, the claimant’s inability to submit the original bill of exchange with the claim, or how the bill of exchange would be returned once the obligation secured by said bill of exchange has been fulfilled.
As regards signatures affixed on behalf of commercial companies, it is crucial to correctly determine the scope of such signatures. The signature of the issuer of the bill of exchange, which is a company, should therefore include the company’s name (it should be under the company’s name). Otherwise, for example, if the company’s name is indicated below the signature, it may turn out that the bill of exchange was issued not by the company, but by a natural person acting as the company’s representative (there are situations where it is not the company that is liable under the bill of exchange, but a member of its management board, a proxy or a partner). This is therefore of paramount importance from the perspective of the person liable under the bill of exchange.
As can be seen, the signature on a bill of exchange can create problems and have significant implications – ranging from the invalidity of the bill (if the signature is incorrectly affixed) to the liability of a party who did not intend to issue the bill.
If you require legal assistance regarding bills of exchange or any other matter, please contact HWW Hewelt Wojnowski Lindner i Wspólnicy.
Frequently asked questions
Does a signature on a bill of exchange have to be legible and complete?
The signature does not have to be legible or written in full, it is sufficient that it is repeatable and allows for identification of the person making it. It may be a surname written in full or in abbreviated form, provided that it is characteristic of the given drawer. The key requirement is that this mark serves to incur a bill of exchange obligation, and not merely to confirm familiarization with the content of the document.
Can a bill of exchange be signed with a qualified signature?
No, a bill of exchange must be signed by hand, and a qualified signature is not permissible for this purpose. This results from the fact that the Bills of Exchange Law refers to the paper version of the document, which makes it impossible to apply digital solutions. Signing a bill of exchange with a qualified signature could lead to problems with identifying the original and endless endorsement of the same document.
How should a company’s signature on a bill of exchange look?
The drawer’s signature, when it is a company, should include the company’s name and be placed under its designation. Incorrect arrangement of these elements, for example placing the company name under the signature, may result in recognition that the bill of exchange was issued by a natural person representing the company, and not by the company itself. In such a situation, the management board member or partner may be held liable under bill of exchange law, rather than the legal entity.
Can an initial replace a signature on a bill of exchange?
An initial cannot replace a signature on a bill of exchange, because its function is only to confirm familiarization with the content of the document. A bill of exchange signature must express the will to incur a bill of exchange obligation and be characteristic of the person making it. A graphic mark or single letter do not meet the identification requirements necessary for the validity of the document.
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HWW Hewelt Wojnowski Lindner i Wspólnicy is a Warsaw law firm advising businesses and public entities. We combine experience in commercial law, energy, tax, data protection and litigation to deliver solutions tailored to our clients’ business realities.
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