POLITZ, Circuit Judge:
The Louisiana Central Bank appeals an adverse partial summary judgment in favor of Webb Carter Construction Company. Concluding that the action, once cast as a breach of contract claim by a customer against its bank, is not prescribed, we affirm.
Background
Webb Carter Construction Company, a small Natchez-based close corporation, opened a checking account at Louisiana Central Bank in October 1985. At that time Carter filed a signature card and corporate resolution authorizing only its president and vice president to transact bank business on its behalf.
From November
1986 until her arrest in February 1988, Phyllis Paul, a Carter secretary and keypunch operator, diverted checks from Carter and cashed them at the Bank, using her own name. On October 16, 1987, after ten checks had been cashed, Paul delivered to the Bank a second Carter corporate resolution, one which authorized her to transact business on Carter’s behalf as the Secretary of the Board of Directors. The form used was virtually identical to the earlier resolution and declared,
inter alia,
“that all transactions by any of the officers or representatives of this Corporation, in its name and for its account with said Bank prior to this meeting, be and the same are hereby approved and ratified.”
After discovering Paul’s embezzlement Carter sued the Bank, seeking recovery for each of the checks Paul cashed. Carter asserted breach of contract, wrongful negotiation of instruments on unauthorized signatures, and negligence. The Bank moved for summary judgment, claiming that Paul had express authorization to cash the checks, and contending that the claims had prescribed. The court agreed that any La.R.S. 10:3-419(1) negligence claim was time-barred by the one-year liberative prescription article, but expressly took no position on any contract claim arising from the same facts. The court denied summary judgment on the issue of express authorization to cash the checks.
Carter moved for summary judgment on the ten checks cashed prior to delivery of the October 16, 1987 resolution. This motion was granted and judgment was entered in favor of Carter in the amount of $13,898 plus accrued interest. In due course the district court granted Rule 54(b) certification of the finality of this partial summary judgment. We have appellate jurisdiction of that judgment.
Analysis
In reviewing a summary judgment order we apply the same standard as the trial court, viewing the facts in the light most favorable to the nonmoving party.
Waltman v. International Paper Co.,
875 F.2d 468 (5th Cir.1989). Where the record, including affidavits, interrogatories, admissions, and depositions could not, as a whole, lead a rational trier-of-fact to find for the nonmoving party, there is no genuine issue for trial.
Washington v. Armstrong World Indus.,
839 F.2d 1121 (5th Cir.1988). Our review of questions of law, including, as here, construction of unambiguous contracts, is
de novo. Southern Natural Gas Co. v. Pursue Energy,
781 F.2d 1079 (5th Cir.1986).
On appeal the Bank reasserts its contention that Carter’s cause of action on the checks is solely
ex delicto
rather than
ex contractu,
and is thus time-barred. Carter counters that while a tort action may exist on these facts it nonetheless sought recovery on a contract theory and must prevail.
One difficulty we confront is that both parties rely heavily on negotiable-instrument cases involving forgeries. The record before us contains no evidence of forgery. Paul’s actions were illegal, and, if proven, subject her to civil and criminal liability, but her actions were not acts of forgery. She signed her own name for each of the checks cashed and never claimed to be anyone other than Phyllis Paul. As such her offense, and the relevant term involved for purposes of the Uniform Commercial Code, is unauthorized
indorsement, not forgery.
One Louisiana appellate court has explicitly held that forgery under R.S. 10:3-419 encompasses an unauthorized indorsement,
Confederate Welding and Safety Supply v. Bank of the Mid-South,
458 So.2d 1370 (La.App.1984), and another has done so implicitly,
Pargas, Inc. v. Estate of Taylor,
416 So.2d 1358 (La.App.1982). Being aware of no conclusive precedent to the contrary, we thus apply 10:3-419(1).
A second difficulty we face is that Carter has not spelled out its grounds for recovery. The clearest indication of the nature of Carter’s claim, as stated in its brief, is that it “was not basing its motion for summary judgment against [the Bank] upon the grounds of negligence or upon the provisions set forth under Louisiana’s commercial laws-commercial paper.” We perforce assume that the signature card and corporate resolution, both form documents submitted to Carter by the Bank, comprise the basis of its claim.
A case to which the Bank invites our attention, which was discussed at length by the trial court,
Daube v. Bruno,
493 So.2d 606 (La.1986), offers some guidance.
Daube
posits the typical forgery claim by the true owner of a check against a drawee bank which wrongfully honored a check containing a forged signature. The bank in
Daube
was not the bank in which the corporate account was maintained. Honoring the check could be construed as a violation of the drawee bank’s contract with its depositor, but the
Daube
court undertook an expansive view of the legislative history of 10:3-419(1)' and held that an action on a check “is similar in nature to an action by one who has been dispossessed of a movable as a result of an offense or quasi-offense which is an action under the law of delictual obligations.” 493 So.2d at 609 (citing 2 A.N. Yiannopoulas,
Louisiana Civil Law Treatise
§ 243 (1980)). The court also took pains to distinguish the delictual action based on wrongful honoring of the instrument from an action on the instrument itself. Only the latter is an action
ex contractu. Daube,
493 So.2d at 610.
Daube
is a clear and well-reasoned statement of the law by the Louisiana Supreme Court, but it is not a dispositive precedent in the case before us. The Bank before us is a
depositary
bank, not a drawee bank.
The distinction is significant in that the remedies under the Uniform Commercial Code do not necessarily envision a direct suit, as here, by a true owner against a depositary bank.
Carter invites our attention to
Pargas,
a case relied on by the trial court in its second summary judgment order. In
Par-gas
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POLITZ, Circuit Judge:
The Louisiana Central Bank appeals an adverse partial summary judgment in favor of Webb Carter Construction Company. Concluding that the action, once cast as a breach of contract claim by a customer against its bank, is not prescribed, we affirm.
Background
Webb Carter Construction Company, a small Natchez-based close corporation, opened a checking account at Louisiana Central Bank in October 1985. At that time Carter filed a signature card and corporate resolution authorizing only its president and vice president to transact bank business on its behalf.
From November
1986 until her arrest in February 1988, Phyllis Paul, a Carter secretary and keypunch operator, diverted checks from Carter and cashed them at the Bank, using her own name. On October 16, 1987, after ten checks had been cashed, Paul delivered to the Bank a second Carter corporate resolution, one which authorized her to transact business on Carter’s behalf as the Secretary of the Board of Directors. The form used was virtually identical to the earlier resolution and declared,
inter alia,
“that all transactions by any of the officers or representatives of this Corporation, in its name and for its account with said Bank prior to this meeting, be and the same are hereby approved and ratified.”
After discovering Paul’s embezzlement Carter sued the Bank, seeking recovery for each of the checks Paul cashed. Carter asserted breach of contract, wrongful negotiation of instruments on unauthorized signatures, and negligence. The Bank moved for summary judgment, claiming that Paul had express authorization to cash the checks, and contending that the claims had prescribed. The court agreed that any La.R.S. 10:3-419(1) negligence claim was time-barred by the one-year liberative prescription article, but expressly took no position on any contract claim arising from the same facts. The court denied summary judgment on the issue of express authorization to cash the checks.
Carter moved for summary judgment on the ten checks cashed prior to delivery of the October 16, 1987 resolution. This motion was granted and judgment was entered in favor of Carter in the amount of $13,898 plus accrued interest. In due course the district court granted Rule 54(b) certification of the finality of this partial summary judgment. We have appellate jurisdiction of that judgment.
Analysis
In reviewing a summary judgment order we apply the same standard as the trial court, viewing the facts in the light most favorable to the nonmoving party.
Waltman v. International Paper Co.,
875 F.2d 468 (5th Cir.1989). Where the record, including affidavits, interrogatories, admissions, and depositions could not, as a whole, lead a rational trier-of-fact to find for the nonmoving party, there is no genuine issue for trial.
Washington v. Armstrong World Indus.,
839 F.2d 1121 (5th Cir.1988). Our review of questions of law, including, as here, construction of unambiguous contracts, is
de novo. Southern Natural Gas Co. v. Pursue Energy,
781 F.2d 1079 (5th Cir.1986).
On appeal the Bank reasserts its contention that Carter’s cause of action on the checks is solely
ex delicto
rather than
ex contractu,
and is thus time-barred. Carter counters that while a tort action may exist on these facts it nonetheless sought recovery on a contract theory and must prevail.
One difficulty we confront is that both parties rely heavily on negotiable-instrument cases involving forgeries. The record before us contains no evidence of forgery. Paul’s actions were illegal, and, if proven, subject her to civil and criminal liability, but her actions were not acts of forgery. She signed her own name for each of the checks cashed and never claimed to be anyone other than Phyllis Paul. As such her offense, and the relevant term involved for purposes of the Uniform Commercial Code, is unauthorized
indorsement, not forgery.
One Louisiana appellate court has explicitly held that forgery under R.S. 10:3-419 encompasses an unauthorized indorsement,
Confederate Welding and Safety Supply v. Bank of the Mid-South,
458 So.2d 1370 (La.App.1984), and another has done so implicitly,
Pargas, Inc. v. Estate of Taylor,
416 So.2d 1358 (La.App.1982). Being aware of no conclusive precedent to the contrary, we thus apply 10:3-419(1).
A second difficulty we face is that Carter has not spelled out its grounds for recovery. The clearest indication of the nature of Carter’s claim, as stated in its brief, is that it “was not basing its motion for summary judgment against [the Bank] upon the grounds of negligence or upon the provisions set forth under Louisiana’s commercial laws-commercial paper.” We perforce assume that the signature card and corporate resolution, both form documents submitted to Carter by the Bank, comprise the basis of its claim.
A case to which the Bank invites our attention, which was discussed at length by the trial court,
Daube v. Bruno,
493 So.2d 606 (La.1986), offers some guidance.
Daube
posits the typical forgery claim by the true owner of a check against a drawee bank which wrongfully honored a check containing a forged signature. The bank in
Daube
was not the bank in which the corporate account was maintained. Honoring the check could be construed as a violation of the drawee bank’s contract with its depositor, but the
Daube
court undertook an expansive view of the legislative history of 10:3-419(1)' and held that an action on a check “is similar in nature to an action by one who has been dispossessed of a movable as a result of an offense or quasi-offense which is an action under the law of delictual obligations.” 493 So.2d at 609 (citing 2 A.N. Yiannopoulas,
Louisiana Civil Law Treatise
§ 243 (1980)). The court also took pains to distinguish the delictual action based on wrongful honoring of the instrument from an action on the instrument itself. Only the latter is an action
ex contractu. Daube,
493 So.2d at 610.
Daube
is a clear and well-reasoned statement of the law by the Louisiana Supreme Court, but it is not a dispositive precedent in the case before us. The Bank before us is a
depositary
bank, not a drawee bank.
The distinction is significant in that the remedies under the Uniform Commercial Code do not necessarily envision a direct suit, as here, by a true owner against a depositary bank.
Carter invites our attention to
Pargas,
a case relied on by the trial court in its second summary judgment order. In
Par-gas
a corporate district manager embezzled checks from his employer, rubber-stamped the corporate indorsement on the checks, added his personal signature below the stamp, and deposited the checks to his personal account. The court held that the bank completely abrogated its duty of reasonable care by cashing the checks because it had no corporate resolution from Pargas
authorizing the employee to act on behalf of the corporation. The court implicitly construed this case as one in contract.
See id.
at 1360 (applying “three-year statute of limitations set forth in R.S. 10:4-406(4)”). We cannot fathom from the opinion whether the depositary bank was also the bank at which Pargas maintained its checking account.
Pargas
is, in some respects, more analogous tp the facts at bar, but it both predates
Daube
and emanates from an inferior court.
Another Louisiana case, which neither party cited in brief or oral argument, factors into our resolution today. In
Confederate Welding
a corporation sued a bank which had allowed the corporation’s president to indorse corporate checks for deposit to his personal account, even though the corporate resolution on file clearly stated that such was beyond the president’s authorized powers. The court found that payment of a check over an unauthorized indorsement is actionable by the true owner against the depositary bank under 10:3-419(1) and affirmed a judgment against the bank, holding that it had failed to meet reasonable business standards. We are cognizant that
Confederate Welding,
which makes no comment as to whether an R.S. 10:3-419(1) action is contractual or delictual, also is antecedent to
Daube
and likewise is the product of an intermediate appellate court.
We are thus possessed of these three precedents, three candles which light our way as an
Erie
court.
None is on all fours with the case at bar. Each offers some assistance in our trek through relatively new legal woods for Louisiana. We must determine whether Carter’s action is
ex delicto
or
ex contractu
and whether the partial summary judgment appropriately was granted. If we accept the premise that a case involving an unauthorized in-dorsement is actionable under the forgery provisions of 10:3-419(1), the
Daube
holding that such actions are delictual would resolve the matter. But the Louisiana Supreme Court has not so held, nor has it held that an action by the true owner is permitted against the depositary bank. We are persuaded, rather, by the reasoning of the
Confederate Welding
court which, faced with a similar question, held “LSA-R.S. 10:3-419(1) provides a direct cause of action against a party paying a check over a forged or unauthorized endorsement.” 458 So.2d at 1378.
The instant case differs from
Daube
in one dispositive respect: in the case at bar the depositary bank was
also
the bank at which Carter maintained its corporate checking account. In
Daube
the checks were cashed over a forged indorsement at a different depositary bank. We perceive this distinction as critical because the Bank had contractual obligations to Carter flowing from the documents which the Bank required Carter to submit in order to open its account.
Cf. Daube,
493 So.2d at 610 n. 1 (distinguishing
Johnny Turcich, Jr., Inc. v. First National Bank,
427 So.2d 602 (La.Ct.App.1983), and noting the possibility of an
“action in contract between the bank and its customer
”) (emphasis supplied). The corporate resolution clearly authorized the Bank to recognize only Webb Carter and C.N. Montgomery as its proper representatives to indorse and deposit checks or other instruments payable to Carter.' The resolution also relieved the Bank from any duty of inquiry only for “any instrument signed in accordance with the foregoing resolution.” Permitting Paul to cash corporate checks was thus a patent violation of this corporate authorization.
The language of the signature card seeks to limit the Bank’s “liabilities to depositor ... [to those remedies] imposed upon it by law for its own lack of good faith or its own failure to exercise ordinary care. The obligation to exercise ordinary care in the handling of items ... shall be measured by the standard of the reasonableness of the procedures established for the transaction involved.” Here, the district court’s holding that the Bank failed to meet reasonable commercial standards, which is fully consistent with the holdings in
Daube, Confed
erate Welding,
and
Pargas,
suffices to impose such breach of contract liability on the Bank.
The Bank’s reliance on the “ratification” language in the October 16 resolution is misplaced. Notwithstanding the issue of the validity of the document, “[i]t is well established that in order for ratification to occur the person to be bound must, with full knowledge of all material facts, express an intent to ratify the unauthorized act.”
Pargas,
416 So.2d at 1362. It is uncontested that Carter was wholly unaware of the Paul transactions. Moreover, the ratification clause applies solely to actions by “officers and representatives of this Corporation.” Paul was neither. Thus ratification did not occur.
The Bank is also estopped from raising any issues regarding Carter’s negligent operation of its business. Concededly Paul’s ability to obtain with apparent impunity thousands of dollars worth of checks, over a period of several months, raises legitimate questions respecting the soundness of Carter’s business practices. Defenses based on such flaws, however, are only open to banks which cash instruments in accordance with reasonable commercial standards. R.S. 10:3-406;
Confederate Welding,
458 So.2d at 1376. The Bank’s failure to have done so in the instant case is dispositive of this issue.
For these reasons the partial summary judgment is AFFIRMED.