201925P.pdf   08/27/2021  McGowen, Hurst, Clark & Smith  v.  Commerce Bank
   U.S. Court of Appeals Case No:  20-1925
   U.S. District Court for the Southern District of Iowa - Central   
   [PUBLISHED] [Smith, Author, with Shepherd and Grasz, Circuit Judges] 
   Civil case. Plaintiff's former president obtained a loan from Commerce by 
   pledging his shares in plaintiff as collateral; additionally, he executed 
   an acknowledgement on plaintiff's behalf without the knowledge of the 
   other partners; when the former president retired, plaintiff purchased his 
   shares and Commerce threatened suit to enforce its interest in the shares; 
   plaintiff then sought a declaratory judgment that the pledge was illegal 
   and unenforceable under Iowa law. Plaintiff showed an injury in fact based 
   on Commerce's threat to sue it for its alleged failure to abide by the 
   requirements in the acknowledgment that plaintiff's former president 
   allegedly entered it into; additionally the purported injury was fairly 
   traceable to Commerce and a declaratory judgment would remedy plaintiff's 
   injury; as a result, plaintiff had standing to bring this declaratory 
   judgment action; the district court did not err in concluding that 
   plaintiff's former president could not make a voluntary transfer of his 
   shares in plaintiff, a professional corporation, under Iowa law, and the 
   pledge and the acknowledgment were unenforceable against plaintiff; 
   additionally, plaintiff was not bound by the acknowledgement because the 
   former president did not have the authority, actual or apparent, to enter 
   into the agreement on plaintiff's behalf.