                          PUBLISHED

UNITED STATES COURT OF APPEALS
               FOR THE FOURTH CIRCUIT


HSBC BANK USA,                          
                  Plaintiff-Appellee,
                v.                              No. 00-2052
F&M BANK-NORTHERN VIRGINIA,
           Defendant-Appellant.
                                        
           Appeal from the United States District Court
        for the Eastern District of Virginia, at Alexandria.
              Claude M. Hilton, Chief District Judge.
                         (CA-99-1967-A)

                     Argued: March 1, 2001

                      Decided: April 4, 2001

        Before KING and GREGORY, Circuit Judges, and
               HAMILTON, Senior Circuit Judge.



Affirmed by published opinion. Senior Judge Hamilton wrote the
opinion, in which Judge King and Judge Gregory joined.


                            COUNSEL

ARGUED: F. Douglas Ross, ODIN, FELDMAN & PITTLEMAN,
P.C., Fairfax, Virginia, for Appellant. Linda Lemmon Najjoum,
HUNTON & WILLIAMS, McLean, Virginia, for Appellee. ON
BRIEF: Thomas N. Tartaro, ODIN, FELDMAN & PITTLEMAN,
P.C., Fairfax, Virginia, for Appellant. Jill M. Dennis, HUNTON &
WILLIAMS, McLean, Virginia, for Appellee.
2        HSBC BANK USA v. F&M BANK-NORTHERN VIRGINIA
                             OPINION

HAMILTON, Senior Circuit Judge:

   On or about March 31, 1999, Donald Lynch purchased a check (the
Check) from Allied Irish Bank (AIB) in Ireland. The Check was made
payable to Advance Marketing and Investment Inc. (AMI) in the
amount of US$250.00, which was hand written as "Two Hundred +
Fifty" on the center line of the Check (with "US Dollars" hand written
on the line below), (i.e., the written portion of the Check), and
"US$250.00" hand written on the upper right-hand side of the Check
(i.e., the numerical portion of the Check). The manner in which AIB
made out the Check left just less than one-half inch of open space in
the numerical portion and one inch of open space in the written por-
tion.

   The drawee/payor on the Check was Marine Midland Bank, now
known as HSBC Bank USA (HSBC). Prior to the Check’s deposit
into AMI’s account at F&M Bank-Northern Virginia (F&M), the
amount of the Check was altered from $250.00 to $250,000.00 by
adding three zeros and changing the period to a comma in the numeri-
cal portion of the check and adding the letters "Thoud" in the written
portion. The alteration was unauthorized, and the Check was endorsed
"A.M.I., Inc."

  F&M presented the Check for payment to HSBC. In so doing,
F&M warranted, pursuant to Virginia Code § 8.4-207.2(a)(2), that the
Check "had not been altered." Va. Code Ann. § 8.4-207.2(a)(2) (Cum.
Supp. 2000). HSBC honored the Check as presented and paid
$250,000.00 to F&M, and debited AIB’s account for that amount.

   HSBC was subsequently advised by AIB of the Check’s unautho-
rized alteration. HSBC then recredited AIB’s account for the amount
of the unauthorized alteration and brought the present diversity action
against F&M in the United States District Court for the Eastern Dis-
trict of Virginia. Among other claims not relevant to the present
appeal, F&M alleged a claim for breach of presentment warranty pur-
suant to Uniform Commercial Code § 4-207(1)(c) and (2)(c).
            HSBC BANK USA v. F&M BANK-NORTHERN VIRGINIA                        3
   Using the Virginia Commercial Code as the substantive law gov-
erning HSBC’s breach of presentment warranty claim, on July 12,
2000, the district court conducted a bench trial on the claim.1 F&M
asserted as an affirmative defense that by leaving the open spaces as
it did in the numerical and written portions of the Check, AIB failed
to exercise ordinary care in preparing the Check, which failure sub-
stantially contributed to the unauthorized alteration of the Check.2
The only evidence F&M actually submitted in support of its affirma-
tive defense was the Check itself.
  1
   The parties agreed that Virginia’s Commercial Code governed
HSBC’s breach of presentment warranty claim. The applicable provision
of Virginia’s Commercial Code provides as follows:
      (a)   If an unaccepted draft is presented to the drawee for pay-
            ment or acceptance and the drawee pays or accepts the
            draft, (i) the person obtaining payment or acceptance, at the
            time of presentment, and (ii) a previous transferor of the
            draft, at the time of transfer, warrant to the drawee that pays
            or accepts the draft in good faith that: . . . (2) the draft has
            not been altered . . . .
Va. Code Ann. § 8.4-207.2(a)(2) (Cum. Supp. 2000).
   2
     F&M asserted its affirmative defense pursuant to Virginia Commer-
cial Code § 8.4-207.2(c), which provides, in relevant part, as follows:
      If a drawee asserts a claim for breach of warranty under subsec-
      tion (a) based on . . . an alteration of the draft, the warrantor may
      defend by proving that . . . the drawer is precluded under [Vir-
      ginia Commercial Code] § 8.3A-406 . . . from asserting against
      the drawee the . . . alteration.
Va. Code Ann. § 8.4-207.2(c). To restate this section using the names of
the actual parties in this case, the section provides that F&M, the warran-
tor, can defend against the warranty claim of HSBC, the drawee, by
proving that AIB, the drawer, is precluded under Virginia Commercial
Code § 8.3A-406 from asserting the unauthorized alteration of the Check
against HSBC. Of relevance in this appeal, AIB is precluded from assert-
ing the unauthorized alteration of the Check against HSBC under Vir-
ginia Commercial Code § 8.3A-406(a), if AIB failed to exercise ordinary
care in preparing the check and such failure substantially contributed to
the unauthorized alteration of the Check. Va. Code Ann. § 8.3A-406(a).
Notably, the question of whether AIB failed to exercise ordinary care in
preparing the Check is a question to be answered by the trier of fact. Va.
Code Ann. § 8.3A-406 cmt. 1 (Cum. Supp. 2000).
4        HSBC BANK USA v. F&M BANK-NORTHERN VIRGINIA
   The district court found that HSBC had established all elements of
its breach of presentment warranty claim under Virginia Commercial
Code § 8.4-207.2(a)(2). The district court also found that AIB had
exercised ordinary care in preparing the Check. In this last regard, the
district court stated:

    I have examined this check. And, of course, there does have
    [sic] to be sufficient writing on a check that there is not an
    open space so someone can fill it in for additional amounts
    and alter the check.

      But regardless of what you do about writing in zero, zero
    over 100 and then put a line in, which is, I guess, the stan-
    dard way to do it—I don’t know that if I looked at all the
    checks in this country that I would know the standard. It is
    the way I have always done it. There is still some kind of
    an open space regardless of what you do.

       And so, the test has got to be is that line sufficiently filled
    so that someone cannot come along and add into that writing
    in a way that just alters the check so that it will go through
    unnoticed.

      That certainly wasn’t done on this check. This check was
    substantially written across the line. As a matter of fact, it
    was written far enough along the line that you could not
    write the word "thousand" in. It had to be scrawled up in the
    manner in which it was.

       And I just[,] looking at this check[,] and the way it is
    made out, I can’t find that the preparer was negligent or par-
    ticipated in the alteration of it.

      There was sufficient writing there that any alteration that
    was made was obvious. And I can’t find negligence in that
    regard.

(J.A. 242).
         HSBC BANK USA v. F&M BANK-NORTHERN VIRGINIA                   5
   Subsequently, on July 31, 2000, the district court entered an order
stating that for the reasons stated from the bench, judgment should be
entered in favor of HSBC in the amount of $249,750.00, plus interest
at the rate of 9% from April 13, 1999 to the date of the entry of judg-
ment. The docket sheet reflects that such judgment was entered on
July 31, 2000. F&M noted a timely appeal.3

  On appeal, F&M contends the district court’s factual finding that
AIB exercised ordinary care in preparing the Check is clearly errone-
ous. F&M seeks reversal of the judgment in favor of HSBC solely
upon this basis. For the reasons stated below, we affirm.

                                   I.

   F&M concedes that if the district court’s factual finding that AIB
exercised ordinary care in preparing the Check is not clearly errone-
ous, it cannot successfully rely upon its affirmative defense to
HSBC’s breach of presentment warranty claim and, therefore, the
judgment in favor of HSBC should be affirmed. Fed. R. Civ. P. 52(a)
(providing that a district court’s finding of fact shall not be set aside
unless clearly erroneous). We now turn to consider whether the dis-
trict court’s factual finding that AIB exercised ordinary care in pre-
paring the Check is clearly erroneous.

   The "foremost" general principle governing the exercise of our
appellate power to overturn factual findings of a district court "is that
‘[a] finding is "clearly erroneous" when although there is evidence to
support it, the reviewing court on the entire evidence is left with the
definite and firm conviction that a mistake has been committed.’"
Anderson v. City of Bessemer City, 470 U.S. 564, 573 (1985) (quoting
United States v. United States Gypsum Co., 333 U.S. 364, 395
(1948)). Accordingly, "[i]f the district court’s account of the evidence
is plausible in light of the record viewed in its entirety, [we] may not
reverse it even though convinced that had [we] been sitting as the trier
of fact, [we] would have weighed the evidence differently." Id. at
573-74.
  3
   On September 13, 2000, a consent order was entered staying the
effect of the judgment pending appeal upon F&M Bank’s posting a
supersedeas bond of $249,000, which it did.
6        HSBC BANK USA v. F&M BANK-NORTHERN VIRGINIA
   The only evidence submitted by F&M in support of its burden of
proving that AIB failed to exercise ordinary care in making out the
Check was the Check itself. The district court physically examined
the Check, including the just less than one-half inch of open space in
the numerical portion of the Check and the one inch of open space in
the written portion of the Check. Based upon this physical examina-
tion, the district court found that AIB had filled in the open spaces in
the numerical and written portions of the check sufficiently such that
"any alteration that was made was obvious." (J.A. 242). Accordingly,
the district court found that AIB had exercised ordinary care in mak-
ing out the Check.

   After reviewing a copy of the Check contained in the joint appen-
dix (the sole evidence on this issue presented below), we are not left
with a definite and firm conviction that the district court’s finding that
AIB exercised ordinary care in making out the Check is wrong, mis-
taken, or implausible. Indeed, we see sound logic in the district
court’s rationale that if the written portion of the Check contained
enough writing such that the Check’s alteration could only be accom-
plished with the "scrawled up," abbreviated form of the word "thou-
sand," i.e. "Thoud," ordinary care was exercised in making out the
Check. (J.A. 242). In short, we hold that the district court’s factual
finding that AIB exercised ordinary care in making out the check is
not clearly erroneous.

  We also note that F&M’s reliance upon the following comment to
Virginia Commercial Code § 8.3A-406 is misplaced:

     3. The following cases illustrate the kind of conduct that
        can be the basis of a preclusion under Section 3-406(a):
        . . . Case #3. A company writes a check for $10. The
        figure "10" and the word "ten" are typewritten in the
        appropriate spaces on the check form. A large blank
        space is left after the figure and the word. The payee of
        the check, using a typewriter with a type face similar to
        that used on the check, writes the word "thousand" after
        the word "ten" and a comma and three zeros after the
        figure "10." The drawee bank in good faith pays
        $10,000 when the check is presented for payment and
        debits the account of the drawer in that amount. The
         HSBC BANK USA v. F&M BANK-NORTHERN VIRGINIA                   7
         trier of fact could find that the drawer failed to exercise
         ordinary care in writing the check and that the failure
         substantially contributed to the alteration. In that case
         the drawer is precluded from asserting the alteration
         against the drawee if the check was paid in good faith.

Va. Code Ann. § 8.3A-406, cmt. 3 (Cum. Supp. 2000) (emphasis
added). This illustration is easily distinguishable from the facts of the
present case. First, the illustration involves typewritten preparation of
a check. The small nature of typewritten characters obviously would
take up much less space than the handwriting involved in the present
case. Furthermore, the actual number of words and numbers typed on
the check that is discussed in the commentary prior to alteration is
significantly less than the number of words and numbers AIB hand
wrote on the Check prior to its alteration.

   Because the district court’s finding that AIB exercised ordinary
care in making out the Check is not clearly erroneous, we affirm the
judgment in favor of HSBC.

                                                            AFFIRMED
