A. Canadian Courts have interpreted s. 14 of the CBCA to apply to pre-incorporation contracts whether or not the promoter subsequently takes steps to incorporate a corporation, which means that a promoter is liable but only if a corporation was created.

a)True

b)False

B. In the case of Sherwood Design Services Ltd. v. 872935 Ontario Ltd., Justice Borins (Check all true statements):

a.Determined that the defendants included three individual promoters who signed a purchase and sale agreement "in trust for a corporation to be incorporated."

b.Ruled that the lawyer's letter was not the act of the corporation that adopted the pre-incorporation contract made by the promoters.

c.Wrote the majority judgment of the Ontario Court of Appeal in the case.

d.Decided that the promoters' lawyer letter to the plaintiff that stated that the numbered corporation "has been assigned ... as the corporation that will complete the ... purchase" did not constitute an act of the numbered corporation and therefore the numbered corporation was not liable for the pre-incorporation contract.