Officers of Drive In Development Corporation (debtor) issued a guaranty of payment to National Boulevard Bank of Chicago (creditor) in exchange for a loan. Leo Maranz signed the guaranty as Chairman of Drive In. George Dick, Drive In’s Secretary, attested to the guaranty. As part of his secretarial duties, Dick made records of board resolutions and attested to guaranties. Dick presented to the bank a certified copy of a purported resolution of Drive In’s board of directors authorizing Maranz to issue the guaranty. However, no such resolution was ever passed by the board. Drive In filed for chapter 11 bankruptcy, and the bank filed a claim. The referee disallowed the bank’s claim, finding that Maranz had no authority to bind Drive In to the guaranty. The district court affirmed. The bank appealed.