In the Matter of Drive-In Development Corp.
Seventh Circuit Court of Appeals
371 F.2d 215 (1966)
Dick and Maranz, officers of Drive In Development Corporation (defendant), induced National Boulevard Bank of Chicago (plaintiff) to make a loan to Drive-In’s parent corporation by executing a guaranty of payment. Dick was the corporation’s secretary. At National Boulevard’s request, Dick certified and produced a copy of a resolution from Drive In’s board of directors authorizing the officers to sign the guaranty on behalf of the corporation. Drive In filed for bankruptcy, and National Boulevard filed a claim in the bankruptcy proceedings. The referee denied the claim, finding that Dick and Maranz had no authority to bind Drive In, because the corporation’s minute book did not show that the directors considered or adopted the resolution certified by Dick that purportedly authorized the officers to sign the guaranty. The district court affirmed the referee’s decision.
Rule of Law
Holding and Reasoning (Swygert, J.)