Haver

FACTS AND PROCEDURAL HISTORY

Westover Financial was a leasing and equipment finance company Joseph G. Woodley founded in the mid-1980‟s. Woodley, his wife, and Steven R. Jones were the only shareholders. Westover Financial later hired Haver as an employee and she eventually became corporate secretary, but she never held any shares or voting rights and lacked authority to bind the corporation. In 2007, Westover Financial opened a $1 million revolving line of credit with First Heritage Bank, N.A. (First Heritage). To open the line of credit Westover Financial entered into several contracts with First Heritage, including the “Credit Agreement,” the “Revolving Line of Credit Promissory Note” (Promissory Note), the “Security and Pledge Agreement” (Security Agreement), and the “Custodian Agreement” (collectively, “Line of Credit Contracts”). Woodley and Jones also personally guaranteed

3 Westover Financial‟s performance. The Line of Credit Contracts each contained unilateral attorney fees provisions entitling the “Lender” or “Secured Party” to recover from the “Borrower” or “Debtor” all attorney fees incurred in any dispute relating to the interpretation, enforcement, or performance…