"Arthur, Barbara, Carl, and Debra decided to form a corporation for bottling and selling apple cider. Arthur, Barbara, and Carl were to operate the business, while Debra was to supply the necessary capital but was to have no voice in the management. They went to Jane, a lawyer, who agreed to organize a corporation for them under the name A-B-C Inc., and paid her funds sufficient to accomplish the incorporation. Jane promised that the corporation would definitely be formed by May 3. On April 27, Arthur telephoned Jane to inquire how the incorporation was progressing, and Jane said she had drafted the articles of incorporation and would send them to the secretary of state that very day. She assured Arthur that incorporation would occur before May 3.

Relying on Jane's assurance, Arthur, with the approval of Barbara and Carl, on May 4 entered into a written contract with Grower for his entire apple crop. The contract was executed by Arthur on behalf of "A-B-C Inc." Grower delivered the apples as agreed. Unknown to Arthur, Barbara, Carl, Debra, or Grower, the articles of incorporation were never filed, through Jane's negligence. The business subsequently failed.

What are Grower's rights, if any, against Arthur, Barbara, Carl, and Debra as individuals and why?"

"A. Is this a de jure Corporation, why or why not?"

"B. Is this a de facto corporation, why or why not?"

"C. Could this be a situation where corporation by estople could apply, why or why not."

"D. What are the consequence to the individuals for your answers to A, B and C?"