In Bankers Trust Co. of W. N.Y. v. Zecher (103 Misc. 2d 777 [Sup Ct, Monroe County 1980]), plaintiff, as a lender, granted a security interest in the corporation's (Roseberry Inn, Inc.) equipment, brought suit against subsequent purchasers of the equipment alleging conversion and unjust enrichment. In response to the lender's motion for summary judgment the purchasers argued that the lender acquired no interest in the equipment because the corporation was not a legally existing entity at the time the security agreement was entered into as it had not yet filed a certificate of incorporation with the Secretary of State. The purchasers argued that the de facto doctrine is no longer viable in New York State following a 1963 amendment to section 403 of the Business Corporation Law which made the filing of the certificate of incorporation conclusive, rather than presumptive, evidence that a corporation has been formed. The court in rejecting this argument found that the legislative history indicated that this section was intended instead to codify the de facto doctrine in New York case law and the doctrine had been used by at least one court (Conway v. Samet, 59 Misc. 2d 666 [Sup Ct, Nassau County 1969]) following the amendment. The court in Bankers Trust found the entity in question (Roseberry Inn, Inc.) to be a de facto corporation and, alternatively, if not a de facto corporation, it had subsequently adopted the security agreement by accepting the benefits referable to it from the lender.