Also known as: incomplete instruments · incomplete negotiable instrument
Written by attorneys · grounded in primary & secondary sources — see 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.
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A 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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