Jeremy incorporated FormFit Concrete, Inc., but did not file its first annual report, so the state involuntarily dissolved the firm. Unaware of this, Jeremy contracted with Market Square to lay the foundations for a commercial building project. After the work was complete, Market Square refused to pay. To recover, Jeremy filed a claim as

“FormFit Concrete, Inc.” Market Square asked the court to dismiss the claim on the ground that the state had dissolved that firm. Jeremy immediately filed new articles of incorporation for “FormFit Concrete, Inc.”

Can Jeremy recover from Market Square? Yes. Under the doctrine of corporation by ______________, if a business holds itself out as a corporation, and a third-party deals with it as a corporation, neither party can question the validity of the business’s ______________ status. In this problem, Jeremy fulfilled the contract in good faith, as indicated by his lack of awareness of the dissolution, his continuing to act as a corporation, and his filing of new articles under the same corporate name immediately on learning of the involuntary dissolution. Market Square dealt with FormFit as a ______________ and accepted the benefit of its performance.