Question
John is the promoter of Wheelies Corporation, an automotive wheel manufacturing business. To escape personal liability on preincorporation contracts, John planned to make only nonbinding
John is the promoter of Wheelies Corporation, an automotive wheel manufacturing business. To escape personal liability on preincorporation contracts, John planned to make only nonbinding preincorporation contracts. He made one such contract in March 2017 with his friend David for supplying Wheelies with auto parts. After getting payment for the contract, David refused to supply the parts. Wheelies was incorporated in May 2017 and it adopted the preincorporation contracts made by John. Is David liable?
a. No, David is not liable because the contract was with John, not Wheelies.
b. Yes, David is liable to Wheelies but not to John.
c. Yes, David is liable to both John and Wheelies.
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