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Goodman v. Darden, Doman & Stafford, 670 P. 2d 648 (Wash. 1983); Jacobson v. Stern, 605 P. 2d 198 (Nev. 1980).
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1What role does a promoter play in the formation of the corporation?
What role does a promoter play in the formation of the corporation?2May a promoter be held personally liable for actions taken on behalf of a business before the corporation is legally formed?
May a promoter be held personally liable for actions taken on behalf of a business before the corporation is legally formed?3If a promoter enters into a contract before a corporation is formed and the corporation later adopts that contract, does the adoption insulate the ...
If a promoter enters into a contract before a corporation is formed and the corporation later adopts that contract, does the adoption insulate the promoter from personal liability for that contract?4If a promoter enters into a contract before a corporation is formed, what action, if any, may a corporation take after being formed to relieve the ...
If a promoter enters into a contract before a corporation is formed, what action, if any, may a corporation take after being formed to relieve the promoter of personal liability for that pre-incorporation contract?5If a promoter enters into a contract on behalf of a newly formed corporation without the corporation’s authorization, can corporation do anything t...
If a promoter enters into a contract on behalf of a newly formed corporation without the corporation’s authorization, can corporation do anything to insulate the promoter from personal liability for that contract?6If a corporation was not incorporated at the time its promoter entered into a contract, after the corporation is incorporated, can it then ratify t...
If a corporation was not incorporated at the time its promoter entered into a contract, after the corporation is incorporated, can it then ratify that contract and insulate the promoter from personal liability?7Do promoters owe fiduciary duties to the future or actual corporation for whose benefit they are acting?
Do promoters owe fiduciary duties to the future or actual corporation for whose benefit they are acting?8A promoter had not yet incorporated or opened her restaurant business. The promoter was planning to offer complimentary bread to all patrons and ta...
A promoter had not yet incorporated or opened her restaurant business. The promoter was planning to offer complimentary bread to all patrons and talked to a bread supplier. The supplier offered the promoter a good discount if she signed a contract immediately, and the promoter signed the contract. However, a few days later, the promoter decided that her restaurant would not provide complimentary bread to patrons. The promoter then told the bread supplier that she wouldn’t make any payments under the contract. The next month, the promoter filed the necessary paperwork to incorporate her restaurant business. The promoter then learned that the bread supplier was suing her for breaching the supply contract.Can the promoter’s restaurant corporation ratify the contract with the bread supplier to insulate her from personal liability for the breach-of-contract claim?9A promoter entered into a pre-incorporation contract with a marketing firm. The firm agreed to provide promotional support for the promoter’s busin...
A promoter entered into a pre-incorporation contract with a marketing firm. The firm agreed to provide promotional support for the promoter’s business for $50,000. The promoter signed the contract. Later, the promoter filed the necessary paperwork to incorporate her business. At the corporation’s first board meeting, the corporation’s directors voted to adopt the marketing contract. The corporation made a $5,000 payment to the marketing firm. The business failed and the corporation was forced to dissolve. The marketing firm was still owed $45,000 under the contract.Does the promoter have any personal liability to the firm for the breach of the marketing contract?10A promoter entered into two pre-incorporation contracts on behalf of his business venture. The first contract was with a software company; the seco...
A promoter entered into two pre-incorporation contracts on behalf of his business venture. The first contract was with a software company; the second contract was with a software developer. The promoter and the software company had a dispute, and the promoter refused to perform a contractual obligation, breaching the first contract. The next month, the promoter’s business incorporated. At its first board meeting, the corporation’s directors voted to adopt and effectuate a novation of both pre-incorporation contracts. The software company and the software developer both agreed to the novation. The corporation later breached the second contract with the developer.Does the promoter have any personal liability for either of these contractual breaches?11May a prospective corporation issue shares of stock?
May a prospective corporation issue shares of stock?