AMERICAN BUSINESS CREDIT CORPORATION, INC., A FLORIDA CORPORATION, APPELLANT,
v.
THE FIRST STATE BANK OF LANTANA, A FLORIDA BANKING CORPORATION, APPELLEE

Fla. 4th DCA | 1980-06-18
No. 79-160
ANSTEAD and HURLEY, JJ., concur.
385 So. 2d 1080 Florida District Court of Appeal, Fourth District (1980) Caution
Cited by 4 cases

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Synopsis

American Business Credit Corporation challenged a trial court's finding that its president had authority to pledge corporate assets as security for a personal loan to First State Bank of Lantana. The appellate court reversed, holding that the bank had a duty to inquire into the president's authority and obtain board approval before accepting the pledge.


Holding

The court reversed, holding that the president did not have clear authority to pledge corporate assets for a personal loan. The bank had a duty to inquire into the president's authority and secure approval from the corporation's board of directors before accepting the pledge as security for a personal loan.


Headnotes

[1] A corporate officer cannot normally pledge the corporation's assets to secure a loan unless authorized by the articles of incorporation or the board of directors.

[2] A resolution granting a corporate president broad authority to execute documents that, in his opinion, benefit the corporation may, standing alone, relieve a lender of th…

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Key Quotes

“a corporate officer cannot normally pledge assets of his corporation to secure a loan unless he is authorized to do so by the articles of incorporation or by his board”

Establishes the general rule that corporate officers lack inherent authority to pledge corporate assets without proper authorization

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Facts & Procedural History

The president of American Business Credit Corporation pledged the corporation's assets as security for a personal loan from First State Bank of Lantan…

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Opinion of the Court
LETTS, Chief Judge.

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: Resolved, 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 the Corporation’s behalf, and to otherwise execute any and all documents, on the Corporation’s behalf, which, in his opinion and judgment, will benefit the Corporation, emphasis supplied.

Were the foregoing resolution the only one to be considered we might agree with the trial court, because while a corporate officer cannot normally pledge assets of his corporation to secure a loan unless he is authorized to do so by the articles of incorporation or by his board, Section 607.237, Florida Statutes (1977)2; see Section 673.-304(2), Florida Statutes (1977) and G. E. C. Leasing Corp. v. Berkshire Life Insurance Company, 226 So. 2d 231 (Fla. 4th DCA 1969), he can do so under certain circumstances.3 Thus, standing alone, we believe the wording of the above quoted paragraph might relieve any Lender Bank of the duty to inquire into such authority. See Section 673.304(2), supra.

In the case at bar, however, these organizational minutes did not stand alone and they were not drawn up with a view to borrowing money or executing documents at this particular Lender Bank; indeed, it is another bank which is referred to in said minutes. To the contrary, this particular Lender Bank caused the Corporation to have specific resolutions applicable to it (the Bank) filled out on a standard corporate form provided for the purpose and certified to by the Corporate secretary. In the various resolutions set forth on this corporate form which are germane to pledging, securing or hypothecating of corporate assets, the wording employed limits such pledging, securing or hypothecating only to “the benefit of the corporation.” There is no additional language authorizing the President in his individual opinion and judgment to conclude what will benefit the corporation, such as was found in the minutes of the organizational meeting.

Under the facts of this case we must, therefore, conclude that the Lender Bank had a duty to inquire into the authority of the president to pledge corporate assets as security for a personal loan and secure the approval of the Corporation’s Board of Directors.4 Having failed to do so, the Corporation is entitled to a return of the assets pledged. This cause is remanded for the entry of a judgment in accordance herewith.

REVERSED AND REMANDED.

ANSTEAD and HURLEY, JJ., concur. . These minutes do not constitute the actual articles of incorporation which is another document in the record.

.Surprisingly this particular statute is not cited to us and had it been cited to the trial court this appeal would probably never have taken place.

. See 62 A.L.R.2d 712 et seq.

. See statutes and cases supra.


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Citator

Cited By

  • Ocean Bank OF Miami v. Inv-Uni Inv. Corp., 599 So. 2d 694 (Fla. 3d DCA 1992)
    …s, except for the corporate resolution, were proper in form. The question is whether Ocean Bank, the party receiving the mortgage, acted fraudulently in its dealing with Inv-Uni. Inv-Uni relies on American Business Credit Corp. v. First State Bank, 385 So. 2d 1080 (Fla. 4th DCA 1980), for the rule that a person dealing with an officer of a corporation has a duty to inquire into the officer’s authority when circumstances indicate a fraudulent purpose. There it was held that a bank breached a duty to inquire wh…
  • Raphael Prezioso v. Lome A. Cameron, Jr., 559 So. 2d 423 (Fla. 4th DCA 1990)
    …igned the subject mortgages in that capacity, supports the trial court’s holding that section 692.01 granted Capital the legal right to rely on Lome Cameron’s signature. Appellants cite American Business Credit Corp. v. First State Bank of Lantana, 385 So. 2d 1080 (Fla. 4th DCA 1980), for the proposition that, under certain circumstances, a lending institution may have a duty to inquire into the authority of a corporate president to pledge his corporation’s assets as security for a personal loan. However, her…

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