...promoter with the attendant personal liability on pre-incorporation contracts. The "new evidence" he wished to submit was an amendment to an agency agreement that referenced an agreement dated December 30...signed the agency agreement, therefore making him personally liable on the pre-incorporation contract, (2) a fiduciary duty existed between Blaszak and Commonwealth through the 1996 agency agreement...technical or express trust clearly exist here, as demonstrated by the terms of the agency agreement between Consumers and Commonwealth. The agency agreement demonstrates the pre-incorporation intent to...

...to individuals who act as an apparent corporation where incorporation is nonexistent. The section does not address promoter liability on pre-incorporation contracts where no misrepresentation that...point does the court address the issue of a promoter's liability on pre-incorporation contracts. The general rule is a promoter's personal liability on a pre-incorporation...corporation which has not been organized is personally liable on the contract, pursuant to T.C.A., § 48-1-1405, but Vosseller argues the statute is inapplicable since the lease is a pre-incorporation...

.... [1] Contracts — Corporations — Pre-Incorporation Contracts — Liability of Promoter — Burden of Proof. A promoter remains...issue in this case involves the liability of promoters on pre-incorporation contracts. In general, a promoter is liable on a contract he makes for the benefit of a not-yet-formed corporation..., promoters are not personally liable for pre-incorporation contracts where the other party knows of the nonexistence of the corporation and agrees to look solely to the corporation. Heintze Corp...

...argument. Appellant contends the action was improperly dismissed as to appellee because as a promoter her husband may be personally liable for all pre-incorporation agreements signed...-incorporation contracts even after incorporation. RKO-Stanley Warner Theaters, Inc. v. Graziano, 467 Pa. 220...the acts of his co-promoter may be attributed to him, Singer may be jointly and severally liable on the pre-incorporation agreement with appellant. See A.R.S. Sec. 29-215...

...claim for relief. [832-835] A corporate promoter is not liable, by reason of his promoter status alone and in the absence of an agency relationship between promoters, on pre-incorporation contracts made...relationship between promoters, on pre-incorporation contracts made by other promoters. Tested against these standards, the allegations in count 6 of the complaint, which concern.... Under the law of Massachusetts, a promoter may be personally liable for breach of a pre-incorporation contract he makes on behalf of the nonexistent corporation unless the circumstances demonstrate...

...pre-incorporation contracts." Appellees were the promoters of Quality, since they discovered the business opportunity, investigated its economic feasibility, and assembled the..., 24 S.W. 795 (1894). Whether a promoter is personally liable on a pre-incorporation contract depends on the intention of the contracting parties...after Quality was incorporated and is deemed to have adopted the contract. Thus, this is not a situation where the corporation assumes a pre-incorporation indebtedness; but rather, is a...

...self-dealing leases, constituting a waiver of the termination right. Sponsor, in essence, characterizes the situation as analogous to a corporation adopting promoters' pre-incorporation contracts. In...termination right. To equate these issues masks the complexities of the newly-fashioned federal termination right by applying the traditional jurisprudence of pre-incorporation contracts to a novel...the question whether certain leases and contracts with the sponsor constitute the best use of their collective assets. No proof of one-sidedness or unconscionability is required for the exercise of...

...expenditures and he told one of the manufacturers that the excess money could be put in a special fund and held until they could "judicially expend" it. Maurer signed pre-incorporation contracts with 19..., Villages and the like, and by all other users of Sewer Pipe." A similar statement of purpose is found in the articles of incorporation subsequently drawn up. The Association...rendered in future years prevents taxation, as income in the year received. Nor does it deny that the money involved here was received under a claim of right, that is, its contracts with its...

...just voiced, it is predicated upon the following, viz., that as respects pre-incorporation contracts — contracts made in the name of an inchoate corporation are not void ab initio but are only...respondent from proceeding with that action. On June 12, 1941, petitioner Jacoby and the respondent entered into a pre-organization agreement for the formation of a corporation to be...action in this court, against the petitioners, comprising four causes of action, the first and second causes of action being against the petitioner Jacoby, to rescind the said contracts for...

...); Gross, Pre-incorporation Contracts, 87 L Q Rev 367 (1971). However, the quoted rule applicable to these facts has not been criticized because it is based upon the basic principle of...certificate of incorporation issued by the Corporation Commissioner, shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof...certificate of incorporation. Any steps to incorporate, short of the securing of the issuance of the certificate, are ineffective; those assuming to act for a defectively incorporated corporation are...

...himself." Id. The Dallas court then referred to the law regarding promoter liability on pre-incorporation contracts, noting "when a promoter signs a contract on behalf of an unformed entity, he...liability under pre-incorporation contracts signed by promoters on behalf of an unformed entity. As previously noted, we review a trial court's ruling on a motion for summary judgment de novo; therefore...

...articles of incorporation the two original incorporators entered into a pre-incorporation agreement, dated June 5, 1961, the pertinent portions of which provided that Plaintiff was to be granted an option...-incorporation contracts are not binding on the corporation, services rendered prior to the formation of the corporation cannot form a basis for consideration. The general rule is...corporation. Attorney Contract: Plaintiff bases his contract of employment as an attorney for the corporation upon the "pre-incorporation agreement". An action for a breach of this...

..., Inc., 379 N.E.2d 1298, 1300 (Ill. App. Ct. 1978). A promoter is personally liable on pre-incorporation contracts entered...

...because, in any event, the main purpose was to benefit the promiser, not to answer for another's debt. p. 704 CORPORATIONS — Pre-Incorporation Contracts — Liability Of...-Incorporation Contracts — Liability For — Corporation Which Accepts Benefits From Contract Entered Into Before Incorporation By Its Promoters Also Assumes Liability Thereunder. Where there was evidence...declared that the promoter had no liability under the pre-incorporation contract. pp. 705-706 CORPORATIONS — Sale Of Substantially All Assets — Transferor Must File Articles Of...

..., and are bound by, both the Partnership Agreement and the [Separation] Agreement." He further contends that Revolution should be bound by the pre-incorporation contracts of its promoters, the Partners...contracts between Defendant and the Partners (as it appears that they were either not consummated or breached prior to its existence) to assert a plausible claim for relief based on the pre-incorporation contracts of...reasonable inferences in favor of the Defendant, it appears that he contracted with the Partners in their individual capacities for the purpose of forming a new business, but the contracts were...

...plaintiffs or the to-be-formed corporation, is closely analogous to the question of promoter liability for pre-incorporation transactions. If the new corporation had, in fact, been formed and if it had ratified or approved the contract, we agree that the new corporation could have been found liable under the contract. Under Texas law, in certain situations, promoters may also be liable for pre-incorporation contracts which.... 795 (1894). Whether a promoter is personally liable on a pre-incorporation contract depends on the intention of the contracting parties. See Weeks... the breach and where the business could produce no contracts on which it had relied. Harper...

...the Debtor is liable for the balance of the purchase price under the doctrine of promoter liability. It is well settled that a corporation is not bound by pre-incorporation contracts unless it...ratifies or adopts the pre-incorporation contract. Gianino v. Panacya, No. 00 Civ. 1584, 2000 WL 1224810, at *7 (S.D.N.Y. Aug. 29, 2000) ("a corporation is not . . . generally liable for contracts between...

..., promoter is individually liable for pre-incorporation contracts), review denied (Minn. Oct. 17, 1986). Thus, under the theory of promoter liability, the only party...incorporating Spirit Communication with the Secretary of State. Prior to executing the lease, the two discussed what would happen if Spirit Communication's incorporation failed and, according to...State's office that Spirit Communication's incorporation had failed. Johnson stated that he then telephoned Braun and asked him to change the name on the lease from Spirit Communication to Riverside...

...can be held liable for pre-incorporation contracts, they argue that exceptions to promoter liability apply in this case. They maintain they cannot be held personally liable because Van Dyke understood...

...liability company can be held liable for its promoter's pre-incorporation contracts or torts, issues of first impression in South Carolina. Turning first to a corporate entity's liability for...prior to its incorporation, it is not liable on any contracts that a promoter makes for its benefit prior to incorporation unless it assumes the obligation by its own act after incorporation . . . ." 18...preformation contracts, we adopt the prevailing rule that "[b]ecause a corporation cannot have agents, contract for itself, or be contracted with...