Sections 87-88 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 87 says what a material alteration does: it makes the instrument void against anyone who was a party at the time of the alteration and did not consent, unless it was made to carry out the common intention of the original parties. Section 88 says an acceptor or indorser stays bound by his acceptance or indorsement despite a previous alteration. This article reads both as per the consolidated text consulted.
Any material alteration of a negotiable instrument renders it void as against anyone who is a party at the time of the alteration and does not consent, unless the alteration was made to carry out the common intention of the original parties. If the alteration is made by an indorsee, it also discharges his indorser from all liability to him in respect of the consideration. An acceptor or indorser is bound by his acceptance or indorsement notwithstanding any previous alteration (section 88).
Section 87: the general rule
Section 87 reads: "Any material alteration of a negotiable instrument renders the same void as against any one who is a party thereto at the time of making such alteration and does not consent thereto, unless it was made in order to carry out the common intention of the original parties".
The conditions can be set out in order:
- There is a material alteration of the instrument.
- The person sought to be charged was a party at the time of making the alteration.
- He did not consent to the alteration.
- The alteration was not made in order to carry out the common intention of the original parties.
If all four are present, the instrument is void as against him. The section does not define "material alteration" and gives no list, so this article does not supply examples of what counts as material beyond ordinary sense. An overwritten amount on a cheque is the plain example. If you have received a notice relying on a changed instrument, or you are accused of changing one, a reply to the legal notice prepared on the right facts is often the first step.
Who is protected
Only a person who was a party at the time of the alteration and did not consent. A person who became a party after the alteration is not within the words of the first limb of the section. For him, section 88 and the other rules about indorsers and acceptors matter.
The exception: common intention of the original parties
An alteration "made in order to carry out the common intention of the original parties" does not void the instrument under this section. The idea is that if the parties had all meant the instrument to say something and it was changed to say it, the change does not harm anyone. The text does not give an example and none is invented here. For the related rule on an instrument signed in blank or incomplete, see section 20 explained in inchoate stamped instruments and blank signed paper.
Alteration by an indorsee
The text continues, under the marginal heading "Alteration by indorsee": "And any such alteration, if made by an indorsee, discharges his indorser from all liability to him in respect of the consideration thereof."
So where the indorsee himself makes the alteration, his indorser is discharged from all liability to him "in respect of the consideration thereof". The Act spells the word "indorse"; "endorse" is the common spelling in business use. The consequence falls on the indorsee: he loses recourse against his own indorser for the consideration.
The "subject to" sentence
Section 87 ends: "The provisions of this section are subject to those of sections 20, 49, 86 and 125." Four cross-references are named:
| Section | Where it is explained |
|---|---|
| 20 | Inchoate stamped instruments and blank signed paper; see the article on section 20 |
| 49 | Converting a blank indorsement into one in full; see converting a blank indorsement and the effect of indorsement |
| 86 | Qualified or limited acceptance; see qualified or limited acceptance of a bill |
| 125 | In the text consulted, section 125 sits in the part on crossed cheques; this article does not explain it |
Section 49 allows a holder to write a direction above an indorser's signature, section 86 deals with the acceptance of a bill in qualified terms, and section 20 deals with instruments signed in blank. Section 87 gives way to each of them where they apply. We quote the cross-references as printed and do not go beyond what the words say.
Section 88: acceptor or indorser bound despite previous alteration
Section 88 states: "An acceptor or indorser of a negotiable instrument is bound by his acceptance or indorsement notwithstanding any previous alteration of the instrument."
- Who is covered: an acceptor or indorser.
- What binds him: his own acceptance or indorsement.
- Despite what: "any previous alteration".
The point is the timing. Section 87 protects a party who was in place when the alteration was made and did not consent. Section 88 deals with a person who accepts or indorses after an alteration. By accepting or indorsing, he is bound on his own act, even though the instrument had earlier been altered.
| Person | Position |
|---|---|
| Party at the time of a material alteration who did not consent (and no common-intention exception) | Instrument is void as against him (section 87) |
| Indorsee who makes the alteration | His indorser is discharged from liability to him in respect of the consideration (section 87) |
| Acceptor or indorser who signs after an earlier alteration | Bound by his acceptance or indorsement (section 88) |
The text of section 88 does not say what he knew about the alteration. It does not make his liability depend on knowledge, and this article does not add that.
Example 1. Jain Brothers sign a promissory note for a stated amount in favour of Kohli & Co. Without telling Jain Brothers, Kohli & Co. changes the amount to a higher figure. The change is not to carry out any common intention of the original parties. Jain Brothers were a party at the time and did not consent. Under section 87 the note is void as against Jain Brothers.
Example 2. A bill is altered by an unknown person after it is drawn. Later, Lakhani Traders accepts it, and Mehra Agency indorses it. Under section 88, Lakhani Traders is bound by its acceptance and Mehra Agency by its indorsement, notwithstanding the previous alteration.
Example 3. Nanda Pharma, as indorsee, itself changes the amount on an instrument indorsed to it by Oberoi Wholesale. Under section 87, Oberoi Wholesale, its indorser, is discharged from all liability to Nanda Pharma in respect of the consideration.
Practical points
- Inspect an instrument before you sign or accept. Look for changes in ink, amounts or dates. Under section 88, signing after an alteration binds you to your own act.
- Do not alter an instrument without the written consent of every party. If you are an indorsee, an alteration by you can cost you your recourse against your indorser.
- If you must correct a mistake, record everyone's consent. The exception turns on the common intention of the original parties.
- For truncated cheques, the Act has a separate rule on differences between the image and the original; see payment of altered instrument and bill held by acceptor.
Need help responding to an allegation of alteration?
If a notice says you are liable on an instrument that you say was altered, or you are accused of altering one, our reply to the legal notice service can help you set out the facts against sections 87 and 88. Bring the notice, the instrument and any copies from before the alleged change.
Key takeaways
- Section 87: a material alteration voids the instrument as against a party at the time who did not consent, unless made to carry out the common intention of the original parties.
- An indorsee who makes the alteration discharges his indorser from liability to him in respect of the consideration.
- Section 87 is subject to sections 20, 49, 86 and 125.
- Section 88: an acceptor or indorser is bound by his acceptance or indorsement notwithstanding any previous alteration.
Read next
- Qualified or limited acceptance of a bill (section 86)
- Payment of altered instrument and bill held by acceptor (sections 89-90)
- Inchoate stamped instruments and blank signed paper (section 20)
- Response to legal notice: drafting guide
Disclaimer: Based on a consolidated text of the Negotiable Instruments Act, 1881 stating the position as of 26 December 2015 and on the Negotiable Instruments (Amendment) Act, 2018, as consulted on 2 October 2026. Later amendments and current criminal procedure law should be checked. This article is general information, not legal advice; check the official text before acting.