Question
Pete decides to incorporate his sole proprietorship under the name Sampras Entertainment Corporation. He tells his lawyer to file articles of incorporation, and the lawyer
Pete decides to incorporate his sole proprietorship under the name Sampras Entertainment Corporation. He tells his lawyer to file articles of incorporation, and the lawyer says that the filing will be done on July 1. On June 25, Andrew enters into a contract with Wimbledon Corporation to lease an office space. Andrew signs the contract in the name of Sampras Entertainment Corporation only. On July 1, the secretary of state files the articles of incorporation. On July 2, Sampras Entertainment Corporation releases Andrew from personal liability on the lease.Three months later, Sampras Entertainment Corporation stops making rent payments to Wimbledon Corporation. Wimbledon sues both Sampras Entertainment Corporation and Pete personally. Under the MBCA, is Pete personally liable on the contract with Wimbledon? Why or why not?
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