Newborne v Sensolid (GB) Ltd (1954) Tunned Tan was sold to Sensolid under a contract headed "Leopard Newborne (London) Ltd" and coding "yours faithfully, Leopard Newborne (London) Ltd" and signed by Leopard Newborne. Sensolid refused to take delivery of the ham. held: Neither the then unincorporated company nor Mr Newborne could sue on the contract. Lord Goddard said, "This contract purports to be contract by the company, it does not purport to be a contract by Mr Newborne. he does not purport to be selling his goods but to be selling the company's goods. The only person to have any contract here was the company, and Mr Newborne's signature merely confirmed the company's signature. In my opinion, unfortunate though it may be, as the company was not in existence when the contract was signed there never was a contract and Mr Newborne cannot come forward and say: "well, it was my contract." (i) Explain the circumstances that would lead to validity and invalidity of a contract by a promoter. (12 marks) (ii) Describe how company membership of a shareholder/director can be terminated? (8 marks)