Composecure, L.L.C., Plaintiff/counterclaim Defendant-Below/appellant v. Cardux, LLC F/k/a Affluent Card, LLC…

Summary

The court held that the sales agreement was voidable under the related-party approval provision and could be impliedly ratified, but remanded for factual findings on whether a separate restricted-activities provision applied. If that provision applies, its express language would make the agreement void and incapable of ratification. The court also held that the third-party reliance provision did not protect CardUX because knowledge of the agreement's authorization limits was imputed to it.