a. What is corporation by estoppel?
b. Did SGL believe in good faith that Transition Metal existed when it entered into the purchase and sale?
c. Why does the court think this point is not relevant?
Edward Payer negotiated a purchase a sale agreement to buy a parcel of land in Niagara Falls, New York from SGL for $2 million. Payer specified that the buyer in the contracted be listed as "Transition Metals Technology, Inc. a new Jersey corporation. Payer signed the contract as CEO of Transition but the company was never formed until one month after this lawsuit was filed. Payer claims that SGL knew that Transition did not exist, but SGL claims that it did not. Ultimately, both parties had a disagreement and SGL sold the land to someone else. Payer sued for breach of contract. SGL argued that the contract was invalid because Transition was not in existence at that point.