1.industrial real estate in Niagara Falls from SGL at a price of $2 Million.

Payer specified that the buyer in the contract should be listed as "Transition Metals Technology, Inc" a new Jersey corporation.

Payer signed the contract as CEO of Transition, but the company was not actually incorporated until 18months after the contract was signed and over a month after this lawsuit was filed.

Payer claims that SGL knew that Transition did not exist, SGL says it did not.

Ultimately SGL and Payer had a disagreement and SGL sold the land to someone else. Payer sued for breach of contract. SGL argued that the contract was invalid because Transition was not in existence at the point.