William & Mary Business Law Review


The Case of Swart v. Pawar involved a novel question of law: can a president of a corporation claim authority on behalf of that corporation to consent to federal removal in a suit against a co-equal shareholder co-director even though that president lacks board approval or explicit authority from the business’s bylaws or charter? To address this question, the parties in Swart analogized removal to suit initiation and defense. Since the federal courts hearing the case did not assess the validity of these analogical arguments or a president’s removal authority generally, this Note evaluates the analogies as well as several solutions to the underlying question. The analogy of suit initiation and defense to removal proves to be somewhat useful given the actions’ relatively close relationship in the diversity context as well as the fact that courts have not distinguished between corporate presidential authorities to bring and defend suit. However, there are considerable differences between suit initiation, defense, and removal. An initiation-defense-removal analogy accordingly fails to fit perfectly with potential solutions arising from relevant case law. Ultimately, this Note suggests that courts could consider a different approach to addressing removal authority: discard the analogy and permit presidents to defend suit in a corporate emergency without recognizing an expansive presidential authority to remove to federal court without board consent.