## Facts

- A landlord leased a Malibu residence to a corporation under a two-year written lease negotiated through an agent; the landlord and the corporate officer negotiator never met.
- The lease identified the corporation as tenant and was signed by the corporation’s president, who also held the offices of secretary and chief financial officer.
- The lease form reflected the officer’s signature only as “president” on behalf of the corporation.
- The security deposit was paid from the corporation’s account; rent was later paid from both corporate and the officer’s personal accounts.
- The officer lived in the residence with his child, and the property functioned as a personal home.
- After several months of unpaid rent, the landlord served a pay-or-quit notice naming the corporation and the officer(s) and sued to recover amounts due.
- The corporation argued the lease was not presumptively authorized because it lacked two officers’ signatures required to invoke Corporations Code § 313.

## Issues

1. Whether Corporations Code § 313 requires signatures from two specified corporate officers to obtain the presumption that a written contract is duly executed and authorized.
2. Whether a single individual who holds multiple § 313 offices can satisfy the “two officer” requirement with one signature when the instrument shows dual capacity.
3. After transfer from an appellate department, whether the Court of Appeal may decide only the significant legal question prompting transfer and remand remaining issues.

## Decision

- The Supreme Court held § 313 requires signatures from the two officer categories specified in the statute to trigger the presumption of due execution.
- The Court held one person may satisfy the two-officer requirement only if the instrument objectively indicates the person signed in two qualifying capacities.
- The lease did not qualify for the § 313 presumption because it showed the signatory acted only as president, not in an additional qualifying office.
- The Court approved the Court of Appeal’s decision to resolve the statutory interpretation question after transfer and remand unresolved common-law enforceability issues to the appellate department.

## Legal Principles

- Corporations Code § 313 creates an evidentiary presumption of corporate authorization when a written instrument is signed by officers from each of the statute’s two specified groups.
- A single signatory can satisfy § 313 only when the writing, on its face, reflects the signatory executed the instrument in two qualifying corporate capacities.
- Failure to meet § 313 does not void the contract; enforceability may still be proven under ordinary doctrines (e.g., actual authority, apparent authority, ratification, estoppel).
- Following transfer to address an important legal question, a Court of Appeal may decide that discrete issue and remand other issues for determination by the appellate department.

## Conclusion

The court clarified that § 313’s authorization presumption generally requires two officer capacities to appear on the instrument and was unavailable where the lease showed only a president’s signature; it also confirmed that, after transfer, the Court of Appeal may decide the key legal question and remand remaining common-law issues.


Snukal v. Flightways Mfg., Inc., 23 Cal. 4th 754 (Cal. 2000)