Grant v. Mitchell

Grant (defendant), as Epasys's incorporator, signed a Foreign Corporation Certificate identifying both himself and Mitchell (plaintiff) as officers and directors, even though a separate directors' consent document naming the same two people was never actually signed. When the founders' relationship deteriorated, Grant's counsel claimed no board had ever been validly named, and had Grant, as sole incorporator, execute a new written consent naming himself the sole director, which he then used to remove Mitchell and another founder from their positions; Mitchell sought a declaration that Grant had already validly named her a director earlier.