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07/20/89 Bloomingdale State Bank, v. Woodland Sales Company

July 20, 1989

BLOOMINGDALE STATE BANK, PLAINTIFF AND COUNTERDEFENDANT-APPELLEE

v.

WOODLAND SALES COMPANY, DEFENDANT AND COUNTERPLAINTIFF-APPELLANT



APPELLATE COURT OF ILLINOIS, SECOND DISTRICT

542 N.E.2d 435, 186 Ill. App. 3d 227, 134 Ill. Dec. 256 1989.IL.1128

Appeal from the Circuit Court of Du Page County; the Hon. Roy F. Lawrence, Judge, presiding.

APPELLATE Judges:

JUSTICE INGLIS delivered the opinion of the court. LINDBERG and DUNN, JJ., concur.

DECISION OF THE COURT DELIVERED BY THE HONORABLE JUDGE INGLIS

Defendant, Woodland Sales Company (Woodland), appeals the order of the circuit court dismissing both counts of its amended counterclaim against plaintiff, Bloomingdale State Bank (Bank). The Bank originally brought an action against Woodland to recover on a loan secured by an automobile. Woodland counterclaimed alleging that the Bank improperly permitted Woodland's former president to withdraw all the funds in Woodland's corporate account at the Bank. At issue is whether the trial court properly granted the Bank's motion for involuntary dismissal of the counterclaim after concluding that the Bank was following the directions of a party listed on the signature card when it transferred the funds. We affirm.

In 1984, when the note underlying the Bank's action against Woodland was made, Roy E. Dahlin was the president and sole shareholder of Woodland. In August 1985, Dahlin signed a contract to sell all of Woodland's corporate shares to the Gandalf Fund, Inc., an unrelated third party which was managed by Michael J. Kelly of Colorado. Gandalf Fund, Inc., became the sole shareholder of Woodland stock. Dahlin was retained as president and managed the day-to-day affairs of the business, including banking. The transaction and Dahlin's continuing relationship with Woodland were subsequently communicated to the Bank's president, Albert E. Radcliffe, during a chance meeting between Dahlin and Radcliffe in the Bank's lobby in late 1985. During that meeting, Dahlin told Radcliffe that he was selling Woodland over a period of time but that he was remaining as its president and that nothing would change.

On September 25, 1985, a new signature card for the corporate checking account was established. The signature card provided, in pertinent part:

"I/We (Depositor) hereby establish with you the above account, and agree that this account shall be subject to the terms and conditions printed on both sides of this card and on the applicable by-laws, rules and regulations of BLOOMINGDALE STATE BANK, Bloomingdale, Illinois. Below is/are the duly authorized signatures which you will recognize in payment of funds or the transaction of the business on this account.

1. [/s/] Roy E. Dahlin Title President

2. [/s/] Michael Troutman Title Secretary

3. [/s/] Michael J. Kelly Title Treasurer"

The signature card provided that only one authorized signature was required and further contained the corporate secretary's certification that:

"n September 25, 1985, at a meeting of the Directors of the Corporation, a resolution was adopted authorizing those persons whose signatures appear hereon to transact business relating to the account and any other business ...


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