Recently, Mexico’s Supreme Court of Justice (Suprema Corte de Justicia de la Nación or SCJN) published in the JudicialWeekly of the Federation case decision Number VI.2o.C.J/315 entitled “Endorsements. Requirements when made by alegal entity.” In such case, the SCJN held that when a legal entity (such as a corporation) endorses a negotiable instrument,said endorsement must contain the entity’s name, as well as the nature of the legal authority of its individual representativewho signs the endorsement. The foregoing, according to Mexico’s highest court, is designed to allow the signatory to beidentified, even if the signature itself is illegible. The SCJN in this case, notwithstanding the clear policy goal thatnegotiable instruments be freely transferable in circulation in order to facilitate commercial transaction without necessarilyhaving to prove the authenticity of signatures or identification, which would give security and solidity to the transfer ofsuch negotiable instruments and facilitate their circulation. This would in no way imply that when the final endorsing partyis a legal entity, that such endorsement does not need to meet the above requirements which must not cause uncertainty orrestrict the circulation of such documents; on the contrary, the requirements provide security to those responsible for payingthat the party presenting the negotiable instrument for payment is the duly authorized representative of the entity holdingsuch document.
Recent Jurisprudence – Endorsement Requirements When Corporations are Involved
February 16, 2010