George Kiniyalocts and Michael Earwood formed Kinwood Capital Group, LLC (defendant). Kinwood’s operating agreement provided that transactions involving the company’s property must be approved by an affirmative vote of members holding at least 75 percent of the company. Earwood quietly formed Northlake Development, LLC as the sole owner. Earwood then executed a warranty deed as a member of Kinwood, conveying Kinwood’s property to Northlake. Northlake applied to BankPlus (plaintiff) for a loan secured by the property. BankPlus provided the loan, taking the deed of trust as collateral. Northlake later filed for Chapter 11 bankruptcy and listed the property as a Northlake asset. Kiniyalocts learned of Earwood’s actions and contested the deed. The bankruptcy judge concluded that Earwood had no authority to make the conveyance, and declared BankPlus’s deed of trust null and void. BankPlus appealed. The district court affirmed. BankPlus appealed to the United States Court of Appeals for the Fifth Circuit, contending that the deed was only voidable, not void, and enforceable in this instance because BankPlus took it from Northlake without notice that Earwood was unauthorized to convey it. The Fifth Circuit certified the question to the Mississippi Supreme Court.