39-1. A and B

39-1. Preincorporation. Cummings, Okawa, and Taft are (b) Discuss whether the corporation is automatically liable to recent college graduates who want to form a corporation to Babcock on formation. manufacture and sell digital tablets. Peterson tells them he will 39-2. Ultra Vires Doctrine. Oya Paka and two business set in motion the formation of their corporation. First, Peter- associates formed a corporation called Paka Corp. for the purson makes a contract with Owens for the purchase of a piece pose of selling computer services. Oya, who owned 50 percent of land for $20,000. Owens does not know of the prospective of the cerporate shares, served as the corporation's presicorporate formation at the time the contract is signed. Second, dent. Oya wished to obtain a personal loan from her bank Peterson makes a contract with Babcock to build a small plant for $250,000, but the bank required the note to be cosigned on the property being purchased. Babcock's contract is con-. by a third party. Oya cosigned the note in the name of the ditional on the corporation's formation. Peterson secures all corporation. Later, Oya defaulted on the note, and the bank necessary subscription agreements and capitalization, and he sued the corporation for payment. The corporation asserted, (a) Discuss whether the newly formed corponation, Pererson, or as a defense, that Oya had exceeded her authority when she Doth are liable on the contracts with Owens and Babcock. Explain. (See Corponsee Formastion and Porperation. Had she? both are liable on the contracts with Owens and Babcock. Explain. (See Copponte Formation and Powern.)