Also known as: incomplete instruments · incomplete negotiable instrument
Written by attorneys — see sources below.
A signed writing that shows on its face at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers. The writing may be enforced according to its completed terms to the extent authorized by the signer.
Isaiah Ishikawa signs a check leaving the amount line blank and gives it to his bookkeeper with instructions to fill in $500 for supplies. The bookkeeper instead writes $5,000 and negotiates the check to Imperial Motors. Imperial Motors presents the check for payment. The bank may charge Isaiah's account only for the authorized $500 because the added amount was not authorized by the signer.
Ibrahim Iqbal receives a check from Indigo Textiles that is missing the payee name. He fills in his own name and presents the check to the drawee bank. The bank accepts the check by stamping it but later refuses to pay. The bank remains obligated to pay according to the terms as completed because the instrument was accepted after completion.
In August 2000, petitioner Messing came into possession of a check in the amount of $976 drawn by Toyson J. Burruss on an account at Bank of America. On August 3, 2000, Messing presented the check for payment over the counter at a Bank of America branch in Baltimore City rather than depositing it at his own bank. The teller confirmed sufficient funds in the drawer's account, stamped the check with transaction data, and obtained Messing's endorsement along with information from his driver's license and a major credit card. When the teller learned that Messing was not a Bank of America customer, she requested that he place an inkless thumbprint on the check as required by the bank's Thumbprint Signature Program for non-customers. Messing refused the request. The branch manager likewise declined to cash the check without the thumbprint, and Messing departed the bank still holding the check. The teller then released the hold on the drawer's funds and voided the transaction. Two months later, on October 10, 2000, Messing filed a declaratory judgment action against Bank of America in the Circuit Court for Baltimore City. He sought declarations that he had provided reasonable identification, that the thumbprint requirement was unlawful and violated privacy, that the bank had accepted and wrongfully dishonored the check, and that it had converted the proceeds, along with injunctive relief to end the thumbprint program. The bank moved for summary judgment, which the circuit court granted, dismissing the complaint with prejudice. Messing appealed. The Court of Special Appeals affirmed the judgment in favor of the bank but remanded for entry of a proper declaratory judgment. Messing then petitioned for a writ of certiorari, which this Court granted on June 10, 2002.
View caseA writing qualifies as an incomplete instrument when it is signed and its contents at the time of signing show that it is incomplete yet the signer intended completion by adding words or numbers. The instrument need not have been issued. Once completed as authorized, it is enforceable according to those terms.
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The person asserting the lack of authority bears the burden of establishing that the additions were made without the signer's authority. This allocation protects holders who take the completed instrument in good faith.
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If an incomplete instrument is completed without authority, the drawer is obligated only according to the original authorized terms. Unauthorized additions do not bind the drawer beyond what the signer approved.
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