George C. Richert appointed Colman Borowsky, a real estate broker with Crye-Leike Realtors, as his sole and
Question:
George C. Richert appointed Colman Borowsky, a real estate broker with Crye-Leike Realtors, as his sole and exclusive real estate broker to aid him in the leasing and/or acquisition of industrial property. Richert agreed that, if he entered into any lease or purchase agreement within 24 months after the period of the agreement, Richert would recognize and provide for Borowsky as the broker in the transaction. At the time they executed the agreement, the parties understood that Richert would be forming a new corporation that would actually acquire the property. Because the corporation was not yet in existence, Richert signed the agreement in his individual capacity. Richert then formed WDM, Inc. and became its president and chief executive officer.
Soon thereafter, Richert, on behalf of WDM, executed a lease agreement for a different piece of property with Memphis Zane May Associates. Contrary to the original agreement between Crye-Leike and Richert, neither Borowsky nor Crye-Leike received a commission despite the fact that they had been searching for suitable property for WDM. Richert, using WDM letterhead and signing as president of WDM, then terminated his agreement with Crye-Leike and Borowsky by mail. When it learned of the lease transaction, Crye-Leike sued WDM for breach of contract. WDM argued that it was not liable on the contract because it neither adopted nor ratified the contract between Richert and Crye-Leike. Is WDM liable on the preincorporation contract?
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Step by Step Answer:
Law for Business
ISBN: 978-1259722325
13th edition
Authors: A. James Barnes, Terry M. Dworkin, Eric L. Richards