Business law question:

You and a friend decide to start a custom fence-building and installation business in New York. You agree that your friend will be solely responsible for managing and running the business. You also agree to incorporate the business and to be equal shareholders, and you and your friend have designated yourselves as co-Presidents of the firm. On April 10, your friend mailed to the New York Secretary of State a document titled Articles of Incorporation in accordance with New Yorks Business Corporation Law. The document included the name of your corporation, Heavens Gates, Inc., the name and address of Heavens Gates, Inc.s registered agent, and your friends name and address (as incorporator). Your friend signed the document and included a check to cover the filing fee. On April 11, your friend, assuming that the articles of incorporation had been correctly filed and purporting to act on behalf of the corporation, entered into a one-year employment contract with a fencing installer, Steve, hired to install the custom fences your company designs and manufactures. Your friend signed the employment contract as President, Heavens Gates, Inc. and Steve signed immediately below. Fence installation work began one week later, April 18, with several orders in the cue. On April 30, your friend received a letter from the New York Secretary of States office returning the articles of incorporation and her check. The letter stated that the articles, although received on April 15, had not been filed because they failed to include the number of authorized shares of Heavens Gates, Inc. On receiving this letter, your friend immediately revised the articles by adding the number of authorized shares. On May 5, your friend mailed back the revised articles to the Secretary of States office, along with another check to cover the filing fee. On May 9, on the way to a fence installation, Steve rear ends another car while approaching a stop light, causing the fencing from the back of the truck to spill out on the street. This caused a chain reaction of two other cars colliding with one another, injuring those two drivers seriously. The revised articles of incorporation were received and filed by the Secretary of States office on May 15. Four months later, Heavens Gates went out of business and Steves employment was terminated.

quesiton:

1). Who, if anyone, is liable to Steve on the employment contract? Explain.