General Overseas Films, Ltd. v. Robin International, Inc.

Kraft, Anaconda's (defendant) treasurer, whose bylaws-granted authority covered signing checks, notes, and other evidences of indebtedness, showed GOF (plaintiff) those bylaws and an annual report bearing his photo as apparent proof he could bind Anaconda as guarantor on loans to Robin International (defendant); GOF admitted Kraft lacked actual authority but argued apparent authority existed, pointing to other sophisticated banks that had engaged in similar transactions with Kraft, though those banks in fact hadn't actually accepted his guarantee and at least one had sought Anaconda board approval first. When GOF sued Anaconda to collect on the guarantee, Anaconda denied Kraft had authority to bind it.