Legal Question in Business Law in New York
If an officer (COO) of a Delaware C Corp signed a promissory note for a loan where the lender purchased machines on his credit card but didn't authorize the terms of this loan with the CEO, and in fact, signed the note as the CEO, is the Company to honor the terms of this loan?
2 Answers from Attorneys
Unclear who is the lender is. If the company is the lender and is in the business of providing loans then the recipient of the note, who then acted to procure equipment based on the loan, may have a claim of reliance.
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I see very little reason to believe that the note would be invalidated based on these facts. I mean if the COO signs it, that binds the company. It's not going to matter that he put CEO on the doc. That could be a simple non-material typo. If however what you are saying is that there was some purposeful deception going on then perhaps the facts need to be explored in more detail.
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