Carps, Inc. (Carps) (defendant) was a small corporation. Carps directors Herbert and Emile Carp owed money to Carps and applied for a personal loan from Lindell Trust bank to pay the debt before Carps’ yearly financial statement was released. Molasky personally guaranteed the note and then assigned it to Molasky Enterprises, Inc. (Molasky) (plaintiff). Herbert signed the note as president of Carps, making Carps a guarantor. According to the record below, Herbert and Emile were given the “blessing” of their uncles, who were also directors of Carps. Two of the directors were not told about the note, and the Board took no action to approve Herbert’s act. Herbert and Emile defaulted. Molasky paid the note and sued Carps. The trial court found in favor of Carps, and Molasky appealed to the Missouri Court of Appeals for the Eastern District.