Goodman entered into a contract with Darden, Doman & Stafford (DDS) for extensive renovation of an apartment building. Goodman signed the contract

“Building Design and Development Inc. (In formation) John A. Goodman,” but Goodman had not filed articles of incorporation or taken any other steps toward incorporation. Goodman also informed DDS that all payments should be made to his corporate entity. DDS was unhappy with the quality of the renovations and demanded that the problems be remedied. Goodman then filed articles of incorporation for Building and Design Development Inc. and attempted to remedy the problems raised by DDS. The parties were unable to agree, and DDS took action to bring the dispute to arbitration pursuant to the original contract and named both the corporation and Goodman as an individual for promoter’s liability.

CASE QUESTIONS

1. Was Goodman acting as a promoter when he negotiated the contract?

2. When, if ever, does Goodman’s liability as a promoter end?