1. (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.
2. (b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by § 28:8-108 and not an obligation that the security will be honored by the issuer.

Uniform Commercial Code Comment

“Issuer”. Section 8-201.

“Instruction”. Section 8-102(a)(12).

Definitional Cross References “Appropriate person”. Section 8-107.

2. Subsection (b) makes clear that the originator of an instruction, like the indorser of a security certificate, does not warrant that the issuer will honor the underlying obligation, but does make warranties as a transferor under Section 8-108.

When a person who originates an instruction leaves a blank and the blank later is completed, subsection (a) gives the issuer the same rights it would have had against the originating person had that person completed the blank. This is true regardless of whether the person completing the instruction had authority to complete it. Compare Section 8-206 and its Comment, dealing with blanks left upon issue.

Functionally, presentation of an instruction is quite similar to the presentation of an indorsed certificate for reregistration. Note that instruction is defined in terms of “communicate,” see Section 8-102(a)(6). Thus, the instruction may be in the form of a writing signed by the registered owner or in any other form agreed upon by the issuer and the registered owner. Allowing nonwritten forms of instructions will permit the development and employment of means of transmitting instructions electronically.

1. The term instruction is defined in Section 8-102(a)(12) as a notification communicated to the issuer of an uncertificated security directing that transfer be registered. Section 8-107 specifies who may initiate an effective instruction.

History

Apr. 9, 1997, D.C. Law 11-240, § 2, 44 DCR 1087

Prior Codifications

1973 Ed., § 28:8-305.

1981 Ed., § 28:8-305.