American Business Credit Corp. v. First State Bank of Lantana

LETTS, Chief Judge.

At issue is a trial judge’s holding that the president of the appellant Corporation had authority to pledge his Corporation’s assets as security for a personal loan from a Lender Bank. We reverse.

The directed verdict was predicated on a resolution set forth in the minutes of the organizational meeting of the Corporation,1 as follows:

*1081Resolved, that the President, [has] the power and authority to execute a Shareholder’s Agreement, with all other Stockholders having the power and authority to pledge the Corporation as an Indemnitor, and execute an Indemnification Agreement on…