In August 1995, M Street Five, LLC, executed an agreement to lease its property in Washington D.C. to Papillon Stores, Inc. Papillon had not been incorporated when it executed the lease agreement with M Street Five but represented itself as being a Maryland corporation. In April 2000, Papillon exercised its lease extension option and extended the lease of the property until August 2005. Papillon finally incorporated in Maryland in August 2000 and obtained its certificate of authority. However, in October 2002, due to its failure to file taxes in Maryland, Papillon lost its incorporation charter. 

M Street Five and Papillon entered a second five-year extension agreement in August 2004. The District of Columbia revoked Papillon’s certificate of authority in September 2004, but Papillon continued to conduct business and adhered to the terms of its lease with M Street Five. In January 2010, Papillon attempted to exercise its option in the second extension agreement to extend its lease by another five years. M Street Five served Papillon with a 90-day notice to terminate the lease instead. Papillon refused to vacate the property by the September 2010 deadline, and M Street Five filed a suit for possession. In its suit, M Street Five moved for summary judgment, asserting that the second extension agreement was void because Papillon was a legal nonentity and was unable to enter into a contract since its articles of incorporation had been revoked in 2004. The trial court ruled in favor of M Street Five, also granting M Street Five’s oral motion to replace Papillon Stores, Inc., with Alex Brown d/b/a Papillon Stores, Inc. Brown appealed. 

What two legal doctrines did Brown use to support his argument? The court ruled against Brown in the appeal; what reasons did the court present to reject the arguments that Brown used based on the two legal doctrines? Do you agree with the court’s reasoning?