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Obadiah, Sandy, and Peter decided to form a corporation for bottling and selling grape juice. Obadiah and Sandy were to operate the business, and Peter
Obadiah, Sandy, and Peter decided to form a corporation for bottling and selling grape juice. Obadiah and Sandy were to operate the business, and Peter was to supply the necessary capital but was to have no voice in the management. They went to a lawyer, Samantha Sharp Esq., who agreed to write and file a certificate of incorporation for them under the name Purple Juice Inc., and paid the funds sufficient to accomplish the writing and filing of the certificate of incorporation of Purple Juice Inc. Samantha Sharp Esq. promised that the certificate of incorporation would definitely be formed by April On March Sandy telephoned Samantha Sharp, Esq. to inquire of her progress, and she said that she had drafted the certificate of incorporation and would send it to the Secretary of State that very day. She assured Sandy that the filing would occur before April Relying on her lawyer's assurance, Sandy, with the approval of Obadiah, on April entered into a written contract with Organic Farms for the latter's entire grape crop. The contract was executed by Sandy on behalf of "Purple Juice Inc." Organic Farms delivered the grapes as agreed. Unknown to Obadiah, Sandy and Organic Farms, the articles of incorporation were never filed, because the lawyer, Samantha Sharp, Esq. became distracted and went to the horseracing track. The new business, which was to have been incorporated subsequently failed. What are Organic Farms rights, if any, against the individuals to pay for the grapes that Organic Farms supplied? Be sure to give reasons in essay form for each of your conclusions.
Obadiah, Sandy, and Peter decided to form a corporation for bottling and selling grape juice. Obadiah and Sandy were to operate the business, and Peter was to supply the necessary capital but was to have no voice in the management. They went to a lawyer, Samantha Sharp Esq., who agreed to write and file a certificate of incorporation for them under the name Purple Juice Inc., and paid the funds sufficient to accomplish the writing and filing of the certificate of incorporation of Purple Juice Inc. Samantha Sharp Esq. promised that the certificate of incorporation would definitely be formed by April On March Sandy telephoned Samantha Sharp, Esq. to inquire of her progress, and she said that she had drafted the certificate of incorporation and would send it to the Secretary of State that very day. She assured Sandy that the filing would occur before April
Relying on her lawyer's assurance, Sandy, with the approval of Obadiah, on April entered into a written contract with Organic Farms for the latter's entire grape crop. The contract was executed by Sandy on behalf of "Purple Juice Inc." Organic Farms delivered the grapes as agreed. Unknown to Obadiah, Sandy and Organic Farms, the articles of incorporation were never filed, because the lawyer, Samantha Sharp, Esq. became distracted and went to the horseracing track. The new business, which was to have been incorporated subsequently failed.
What are Organic Farms rights, if any, against the individuals to pay for the grapes that Organic Farms supplied?
Be sure to give reasons in essay form for each of your conclusions.
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