(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:\n(1) the certificate is genuine;\n(2) the person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and\n(3) the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.\n(b) Unless otherwise agreed, a person signing under paragraph (a) does not assume responsibility for the validity of the security in other respects.
Massachusetts Legal Code