Southern-Gulf Marine Co. No. 9 (Southern-Gulf) (plaintiff) entered into a contract with Camcraft, Inc. (defendant) in 1979. Camcraft was to build a ship, and Southern-Gulf was to buy it. In the contract, Southern-Gulf stated that it was organized in Texas, and that it was not barred from purchasing a ship by the Shipping Act of 1916. In fact, Southern-Gulf had not been formed yet. Subsequently, Southern-Gulf revealed that it had incorporated in the Cayman Islands, however it had taken steps to ensure that it was bound by the agreement with Camcraft. Camcraft subsequently failed to deliver the promised ship, and Southern-Gulf sued. Camcraft sought a declaration that there was no cause of action because Southern-Gulf did not have a corporate existence at the time the contract was entered into, and that the contract was thus a nullity. The trial court ruled that Southern-Gulf could not sue Camcraft for breach because Southern-Gulf was not in existence at the time of the contract. Southern-Gulf appealed.