contrary is proved. (§ 35.) But where an incomplete instrument which has not been delivered, is completed and negotiated without authority, it will not be a valid contract as against any person whose name was placed thereon before delivery.20 ($ 34.)

§ 264. Signature.

The instrument must be signed. (§ 20.) As a general rule only those persons are bound whose names appear on the instrument.21 (§ 37.) But a person is bound who signs in a trade or assumed name (§ 37), or signs as an agent when not duly authorized thereto (§ 59), or who affixes his mark intending to be bound thereby.22 A signature may be affixed by any duly authorized agent and the principal will be bound thereby (§ 38), the agent himself not being bound if it clearly appears that he signs in a representative capacity.23 (§ 39.)

A forged signature is absolutely inoperative and no rights are gained or transferred thereunder.2 (§ 42.)

§ 265. Consideration.

66

'Every negotiable instrument is deemed prima facie to have been issued for a valuable consideration; and every person whose signature appears thereon to have become a party thereto for value." ($ 50.) Failure of or want of consideration is no defense against an innocent holder for value but is good as between the original parties (§ 54) and may be shown by parol evidence. "Value is any consideration sufficient to support a simple contract." ($51.) Consideration need not appear on instrument (§ 25), save in cases where it is given

20 Sedgwick v. McKim, 53 N. Y. 307 (1873); Davis Sewing Mach. Co. v. Best, 105 N. Y. 59 (1887).

21 Mfrs., etc. Bank v. Love, 13 App. Div. (N. Y.) 561 (1897).

22 De Witt v. Walton, 9 N. Y. 574 (1854); Brown v. Butchers' & Drovers' Bank,

6 Hill. (N. Y.) 443 (1844).

23 Mfrs., etc. Bank v. Love, 13 App. Div. (N. Y.) 561 (1897).

24 See § 272.

for patent rights or for speculation in farm products at fictitious prices, when it must appear and the instrument, though in the hands of third parties, is then subject to all the defenses of an ordinary contract. (§§ 330, 331.) An "accommodation party," i. e., one who lends the credit of his name without direct consideration therefor, is, notwithstanding this fact, liable to any holder for value (§ 55) as save for this rule the very purpose for which his signature was given would be defeated. But an accommodation endorser has the right to retract his endorsement at any time before negotiation of the instrument, unless rights for valuable consideration have in the meantime attached in others.25 Corporations have no power to bind themselves as accommodation parties unless they are given such power by their charter.2

§ 266. Maturity.

26

A negotiable instrument is payable at the time fixed. therein and, under the Negotiable Instruments Law, without days of grace. If the day of maturity falls upon Saturday, Sunday or a holiday, the instrument is payable on the next succeeding business day, except that demand instruments payable on Saturday may, at the option of the holder, be presented before twelve o'clock noon of that day if the entire day is not a holiday (§ 145) or be presented on the next business day.

When the instrument is payable at a fixed period after sight or some specified date or event, the time is determined by excluding the day from which the time is to begin to run and by including the date of payment. (§ 146.)

A promissory note matures when by its terms the principal becomes due, and defaulted interest does not invalidate. the title of one who purchases in good faith before maturity.27

25 Berkeley v. Tinsley, 88 Va. 1001 (1892).

20 Nat. Park Bank v. Security Co., 116 N. Y. 281 (1889).

Kelley v. Whitney, 45 Wis. 110 (1878).

But a note payable by instalments is overdue when the first instalment is overdue and unpaid.28 A transfer on the day of maturity is before the instrument is overdue. 29

§ 267. Non-Essentials. (§ 25.)

The validity and negotiability of negotiable instruments are not affected by the following considerations unless otherwise prescribed by local statutes.

The date appearing

(a) Absence or error of date. upon an instrument, or upon any acceptance or endorsement thereon, is deemed prima facie a true date. If the instrument has no date, it is considered as of the date of delivery. (§§ 25, 36.) Any holder may insert true date of instrument when date is blank. (§ 32.) If the date of an instrument is an impossible one as "September 31st," the nearest date will be presumed, as in the instance cited, September 30th.30

(b) Antedate or postdate. Does not affect the validity of instrument unless done for an illegal or fraudulent purpose. The person to whom such an instrument is delivered takes it as of the date of delivery. (§ 31.)

(c) Omission of words "value received value received" or statement that a value has been given (§ 25) except in certain cases where the instrument has been given for patent rights or speculation in farm products at fictitious prices, when the consideration must appear. (§§ 330, 331.)

(d) Omission of place where drawn. (§ 25.)

(e) Omission of place where payable.31 (Id.)

(f) Use of seal. (Id.) Under the law merchant it was fatal to the negotiability of an instrument to affix a seal. This rule has, however, been relaxed in later years as to seals appearing in connection with the signatures to such instru

ments, particularly as to instruments executed by corporations.32 Under the Negotiable Instruments Law it is immaterial whether or no the instrument be sealed.

(g) Designation of payment in a particular kind of current money as "gold,” “banknotes," etc. (§ 25.)

§ 268. Ambiguities, How Construed.

If the language of a negotiable instrument is ambiguous or is lacking, the following rules of construction apply:

(a) If there is a discrepancy between the sum payable as expressed in words and in figures, the sum denoted by the words controls, but if the words are ambiguous or uncertain, reference may be had to the figures to fix the amount.

(b) If the instrument provides for interest without specifying the date from which it runs, the interest will run from the date of the instrument or if the instrument is undated, from the issue or delivery thereof.

(c) If the instrument is not dated, it will be considered as of the date of issue.

(d) If there is a conflict between the written and printed provisions of an instrument, the written provisions will prevail.

(e) If the terms of the instrument are so ambiguous that there is doubt as to whether it is a bill or a note, the holder may treat it as either at his option.

(f) If a signature is so placed upon the instrument that it is not clear as to the capacity in which the person affixing the signature intended to sign, he is to be deemed an endorser.

(g) If an instrument contains the words "I promise to pay" and is signed by two or more persons, they are taken to be jointly and severally liable thereon. (§ 36.)

32 Chase Nat. Bk. v. Faurot, 149 N. Y. 532 (1896); Weeks v. Esler, 143 N. Y. 374 (1894).

$269. Blanks in Instruments.

If an instrument is wanting in any material particular, the person in possession thereof has a prima facie authority to complete it by filling up the blanks. Thus if an instrument payable at a fixed period after date or acceptance has not been dated, the true date of issue or acceptance may be inserted by any legal holder and the instrument is payable accordingly. Or if the place for name of the payee is left blank, the holder may fill in his own name as payee.33 Or a complete instrument may be drafted over the signature of a person written for the purpose on blank paper.34 But such implied authority only extends to the completion of the instrument in accordance with the intention of the original parties.35 If wrongly filled, however, the instrument will still prevail in the hands of any bona fide holder for value.36 (§ 33-)

34 Frank v. Lilienfeld 33 Gratt. (Va.) 377 (1880); Elliott v. Chestnut, 30 Md. 562 (1869); Androscoggin Bank v. Kimball, 10 Cush. (Mass.) 373 (1852).

35 Weyerhauser v. Dun, 100 N. Y. 150 (1885).

36 Redlich v. Doll, 54 N. Y. 234 (1873); Van Duzer v. Howe, 21 (1860); Elliott v. Chestnut, 30 Md. 562 (1869).

N. Y. 531