Key aspects of the promissory note issuer’s signature

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.