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only director of Napa. James Merriam ran Napa and made all of
the decisions for Napa. Napa, a holding company, owned 12
million shares of Hammer Technologies Inc.
Ted Merriam prepared Napa’s corporate minutes, resolutions
and other legal documents and kept track of distributions from
Napa bank accounts. Napa conducted business through consents to
action.3 Ted Merriam prepared hundreds of Napa documents for
petitioner to sign and mailed them in envelopes addressed either
to her or to James Merriam. Those documents were returned to him
purportedly bearing petitioner’s signature.
Petitioner personally signed the following Napa documents:
(a) A promissory note dated March 31, 1986, in which she promised
to pay Napa $421,843.22 on demand but no later than March 31,
1992; (b) a consent to action in which she, as sole director of
Napa, approved loans from Napa to her from April through June
1986 totaling $702,503.904 in exchange for her promissory note to
Napa in that amount; and (c) at least 54 Napa checks, including
12 payable to her. On two of the checks dated in February 1985
and made payable to her, petitioner wrote “Napa Investment
Corporation” above her signature.
3 A consent to action is a document signed by the directors
of a corporation in lieu of a board meeting.
4 The parties erroneously stipulated that this amount was
$703,503.90 in the underlying case. The discrepancy does not
affect our decision to deny petitioner’s motion to vacate
decision.
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