Improper Incorporation. Denise Rubenstein and Christopher Mayor agreed to form Bayshore Sunrise Corp. (BSC) in New York to rent certain premises and operate a laundromat.

BSC entered into a twenty-year commercial lease with Bay Shore Property Trust on April 15, 1999. Mayor signed the lease as the president of BSC. The next day—April 16—BSC’s certifi cate of incorporation was fi led with New York’s secretary of state. Three years later, BSC defaulted on the lease, which resulted in its termination. Rubenstein and BSC fi led a suit in a New York state court against Mayor, his brotherin-

law Thomas Castellano, and Planet Laundry, Inc., claiming wrongful interference with a contractual relationship.

The plaintiffs alleged that Mayor and Castellano conspired to squeeze Rubenstein out of BSC and arranged the default on the lease so that Mayor and Castellano could form and operate their own business, Planet Laundry, at the same address.

The defendants argued that they could not be liable on the plaintiffs’ claim because there had never been an enforceable lease—BSC lacked the capacity to enter into contracts on April 15. What theory might Rubenstein and BSC assert to refute this argument? Discuss. [Rubenstein v. Mayor, 41 A.D.3d 826, 839 N.Y.S.2d 170 (2 Dept. 2007)]