I need a well written student case brief including the following:

Facts: statement of the facts of the case

General Analysis: the legal principles used to decide the case,

including the Issue and Holding: the primary question and answer of law

Applied Analysis: application of the General Analysis to the Facts, leading to the

Judgment: of the case For the following:

#1. SmithStearn Yachts, Inc. v. Gyrographic Communications, Inc. 2006 Conn. Super. LEXIS 1927 (June 23, 2006)

#2. And the screenshots labeled #8 (Pacific Coast Fisheries Corporation)

Please do #1 and #2 separately

The screenshots in white are notes to refer to.

FYI, i don't need any research from the internet, and the fact needs to be your own words, please. Thank you.

References:

#1. SmithStearn Yachts, Inc. v. Gyrographic Communications, Inc. 2006 Conn. Super. LEXIS 1927 (June 23, 2006)

SmithStearn Yachts, Inc. v. Gyrographic Communications, Inc. 2006 Conn. Super. LEXIS 1927 (June 23, 2006) SmithStearn Yachts, Inc., a Delaware corporation providing luxury yachting services in Connecticut, agreed to a contract with Gyro- graphic Communications, Inc., a California company, by which Gyrographic would provide advertising, marketing, and promotional services to SmithStearn. When SmithStearn sued Gyrographic for breaching the contract, Gyrographic countered that SmithStearn was not a party to the contract because the contract was purportedly made with a limited liability company, SmithStearn Yachts LLC, not the corporation that was suing Gyrographic. Rodriguez, Judge Leathern Stearn, the purported promoter and president of Smith- Stearn Yachts, Inc., executed the agreement with Gyrographic on behalf of SmithStearn, LLC, an entity that never came into existence. Rather, the plaintiff, SmithStearn Yachts, Inc.[,] was formed. SmithStearn Yachts, Inc. contends that it has standing to bring this action because it assumed and ratified, both explicitly and implicitly, the agreement that was made on its behalf, prior to its formation. Generally, a corporation is not bound by contracts entered into on its behalf prior to its existence. A corporation can, however, acquire rights and subject itself to duties with respect to preincor- poration matters. A contract made in the name of an inchoate cor- poration can be enforced after the corporation is organized on the principle of ratification. Ratification is defined as the affirmance by a person of a prior act which did not bind him but which was done or professedly done on his account. Ratification requires accep- tance of the results of the act with an intent to ratify, and with full knowledge of all the material circumstances. A corporation may after its organization become liable on pre- liminary contracts made by its promoters by expressly adopting such contracts or by receiving the benefits from them. Although SmithStearn Yachts, Inc. was formed after the execution of the agreement, it received the benefit of the services pursuant to the agreement. Gyrographic worked toward developing letterheads, business cards, and other marketing material for SmithStearn Yachts, Inc. SmithStearn Yachts, Inc. made payments to Gyro- graphic, which SmithStearn Yachts, Inc. then recorded in its books. Thus, SmithStearn Yachts, Inc. received the benefits of the agreement and also fulfilled the obligations under it, thereby ratifying the agreement. Furthermore, ratification, adoption, or acceptance of a pre- incorporation contract by a promoter need not be expressed, but may be implied from acts or acquiescence on the part of the corporation or its authorized agents. Thus, a corporation's act of suing on a preincorporation contract is in itself an adoption of the contract. SmithStearn Yachts, Inc. implicitly ratified the agree- ment when it brought this action. By suing under the agreement, SmithStearn Yachts, Inc. is also assuming the liabilities under it, thereby enforcing and adopting the agreement. Motion to dismiss denied in favor of SmithStearn Yachts, Inc. - - e tmm e m s m e m e m e g e e m - . Pacific Coast Fisheries Corporation issued more than 5 percent of its public shares to Fujian Pelagic Fishery Group Company under the laws of the state of Wash- ington. Fujian did not pay cash for the shares, instead issuing to Pacific Coast a promissory note committing it to pay in the future in the form of merchandise. Has Fujian paid a proper consideration for the shares? Organization and Financial Structure of Corporations ou and three friends have decided to incorporate a business that will buy and sell art online that focuses on the work of up-and-coming artists. The plan is for each of you to own equal shares of the business and man- age it together. The business has not yet been incorporated. * You and your associates identify five mixed media art pieces you want to purchase to launch the site. To reduce your personal liability on the contracts to purchase the art, what should you do prior to signing the purchase contracts? * One of your associates says that she wants to incorporate the business because a corporation's shares are freely transferable, making it easy for shareholders to liquidate their investments. You know better. Explain to her why free transferability of the shares as a legal matter is a problem for all of you. Also explain why free transferability of the shares as a practical matter does not exist. What could you do to address the share transferability issues? Sketch the contents of a buy-sell agreement that addresses all the transferability issues. o L0 ) LEARNING OBJECTIVES After studying this chapter, you should be able to: 42-1 Appreciate the risk of liability for corporate promoters. 42-3 Know the appropriate sources for financing a business. 42-2 Understand the process for incorporating a business. 42-4 Adopt appropriate share-transfer restrictions for a variety of contexts. A PERSON DESIRING TO incorporate a business must comply with the applicable state or federal corporation law. Failing to comply can create various problems. For example, a person may make a contract on behalf of the corporation before it is incorporated. Is the corpora- Appreciate the risk of liability for corporate promoters. tion liable on this contract? Is the person who made the contract on behalf of the prospective corporation Promoters and Preincorporation Transactions liable on the contract? Do the people who thought that they were shareholders of a corporation have limited liability, or do they have unlimited liability as partners of a partnership? A promoter of a corporation incorporates a business, orga- nizes its initial management, and raises its initial capital. Typically, a promoter creates or discovers a business or an idea to be developed, finds people who are willing to invest in the business, negotiates the contracts necessary for the initial operation of the proposed venture, incorporates the business, and helps management start the operation of the business. Consequently, a promoter may engage in many acts prior to the incorporation of the business. As a result, the promoter may have liability on the contracts he negotiates on behalf of the prospective corporation. In addition, the corporation may not be liable on the con- tracts the promoter makes on its behalf. Corporation's Liability on Preincorpora- tion Contracts A nonexistent corporation has no liability on contracts made by a promoter prior to its incor- poration. This is because the corporation does not yet exist. Even when the corporation comes into existence, it does not automatically become liable on a preincorporation contract made by a promoter on its behalf. It cannot be held liable as a principal whose agent made the contracts because the promoter was not its agent and the corpora- tion was not in existence when the contracts were made. The only way a corporation may become bound on a promoter's preincorporation contracts is by the corpora- tion's adoption of the promoter's contracts. Adoption is similar to the agency concept of ratification, which is covered in Chapter 36. For a corporation to adopt a pro- moter's contract, the corporation must accept the contract with knowledge of all its material facts. Acceptance may be express or implied. The corpo- ration's knowing receipt of the benefits of the contract is sufficient for acceptance. For example, a promoter makes a preincorporation contract with a genetic engi- neer, requiring the engineer to work for a prospective corporation for 3 years. After incorporation, the pro- moter presents the contract to the board of directors. Although the board takes no formal action to accept the contract, the board allows the engineer to work for the corporation for one year as the contract provides and pays him the salary required by the contract. The board's actions constitute an acceptance of the contract, binding the corporation to the contract for its 3-year term. The SmithStearn case, which appears shortly, is another exam- ple of a corporation adopting a preincorporation contract. Promoter's Liability on Preincorporation Contracts A promoter and her copromoters are jointly and severally liable on preincorporation contracts the promoter negotiates in the name of the nonexistent corporation. This liability exists even when the promot- ers' names do not appear on the contract. Promoters are also jointly and severally liable for torts committed by their copromoters prior to incorporation. A promoter retains liability on a preincorporation con- tract until novation, the substitution of a new contract in place of an old one, occurs. For novation to occur, the cor- poration and the third party must agree to release the pro- moter from liability and to substitute the corporation for the promoter as the party liable on the contract. Usually, novation will occur by express agreement of all the parties. If the corporation is not formed, a promoter remains liable on a preincorporation contract unless the third party releases the promoter from liability. In addition, the mere formation of the corporation does not release a promoter from liability. A promoter remains liable on a preincorpo- ration contract even after the corporation's adoption of the contract because adoption does not automatically release the promoter. The corporation cannot by itself relieve the promoter of liability to the third party; the third party must also agree, expressly or impliedly, to release the promoter from liability. A few courts have held that a promoter is not liable on preincorporation contracts if the third party knew of the nonexistence of the corporation yet insisted that the promoter sign the contract on behalf of the nonexistent corporation. Other courts have found that the promoter is not liable if the third party clearly stated that he would look only to the prospective corporation for performance. Courts have held that the Model Business Corporation Act (MBCA) permits a promoter to escape liability for preincorporation contracts when the promoter has made some effort to incorporate the business and believes the corporation is in existence. The MBCA rule is discussed in the section titled \"Defective Attempts to Incorporate.\" Obtaining a Binding Preincorporation Contract While it may be desirable for the promoter to escape liability on a preincorporation contract, there is one disadvantage: Only when the promoter is liable on the preincorporation contract is the other party liable on the contract. This means that when the promoter is not liable on the contract, the other party to the contract may rescind the contract at any time prior to adoption by the corporation. Once the corporation has adopted the contract, the corpo- ration and the third party are liable on it, and the contract cannot be rescinded without the consent of both parties. To maintain the enforceability of a preincorporation contract prior to adoption, a promoter may want to be liable on a preincorporation contract at least until the cor- poration comes into existence and adopts the contract. To limit his liability, however, the promoter may wish to have his liability cease automatically upon adoption. The promoter should ensure that the contract has an automatic novation clause. For example, a preincorporation contract Lnapter rory-1wo urganization and rinancial Structure or Lorporations 4.L-3 may read that \"the promoter's liability on this contract shall terminate upon the corporation's adoption of this contract.\" Instead of using automatic novation clauses, today most well-advised promoters incorporate the business prior to making any contracts for the corporation. That is, the well-advised promoter makes no preincorporation contracts. Instead, she makes contracts only for existing corporations. As a result, only the corporation and the third partyand not the promoterhave liability on the contract. This approach makes sense now that creating a corporation can be done fast and efficiently, often with a few keystrokes. Preincorporation Share Subscriptions Promoters sometimes use preincorporation share subscrip- tions to ensure that the corporation will have adequate cap- ital when it begins its business. Under the terms of this type of a share subscription, a prospective shareholder offers to buy a specific number of the corporation's shares at a stated price. Under the MBCA, a prospective shareholder may not revoke a preincorporation subscription for a six- month period, in the absence of a contrary provision in the subscription. Generally, corporate acceptance of prein- corporation subscriptions occurs by action of the board of directors after incorporation. Promoters have no liability on preincorporation share subscriptions. They have a duty, however, to make a good faith effort to bring the corporation into existence. When a corporation fails to accept a preincorporation subscrip- tion or becomes insolvent, the promoter is not liable to the disappointed subscriber, in the absence of fraud or other wrongdoing by the promoter