Potts

In April 1965, William R. Flint, Betty Louise Flint (his wife) and Margaret Parr, as incorporators, duly organized a corporation known as Gourmandises, Inc. The articles of incorporation provided for a single class of stock, in the amount of 20,000 shares with a par value of $10 per share. The two Flints subscribed for 100 shares of stock and paid the corporation $1,000 therefor. No other stock was ever subscribed for or issued. The three incorporators were designated as the original board of directors; Margaret Parr resigned immediately after the incorporation and no successor was ever named in her place.

The corporation then caused to be formed a limited partnership, known as Flint’s Galley, in which it was the general partner and other persons, including two members of the advisory board of defendant bank, were limited partners.

The corporation opened a commercial account with defendant bank, in the name of Gourmandises, Inc., doing business as Flint’s Galley. The initial deposit in that account was $6,000; only the Flints were authorized to withdraw funds from that account.

Gourmandises, Inc., attempted to borrow money from the bank but the bank refused to make a…