Pete Poblano and Levi Jackson were good friends who graduated from the Cornell College of Business in 2018 and decided to return to Ithaca in 2019 to start their own businesses. Pete had worked since graduation as the food & beverage manager aboard a Princess Cruise Ship and was looking forward to returning to dry land and moving to Ithaca to open a small bar in Collegetown. Pete had always thought a margarita bar would be successful with the Cornell student crowd, so he decided he would try to find a suitable space on Eddy Street. Levi had ridden a motorcycle in a gang since graduation and wanted to clean up his act and start a business. He thought that a tattoo and piercing parlor would be a big hit in Ithaca. Levi had patronized several tattoo parlors during his year on the road. He also made many contacts with extremely talented tattoo artists. To attract both Ithaca College and Cornell students, he rented a large storefront on the Commons where passersby could see the tattoo artists at work through large glass windows. Pete wasted no time getting his margarita bar started. In less than a week, he signed a lease with a Collegetown landlord of ill repute named Jason Fang. Pete told Fang that he intended to incorporate his business to operate the bar, but that he hadn't gotten around to doing it yet. Fang said "no problem Pete, just sign the lease in your name and when you get your corporation up and running, I'll be happy to add the corporation to the lease." Pleased to have found a good space so quickly, Pete immediately signed the lease, which called for $3,000 per month for five (5) years. He signed his own name, but put underneath his signature "Soon to be incorporated."Pete Poblano and Levi Jackson were good friends who graduated from the Cornell College of Business in 2018 and decided to return to Ithaca in 2019 to start their own businesses. Pete had worked since graduation as the food & beverage manager aboard a Princess Cruise Ship and was looking forward to returning to dry land and moving to Ithaca to open a small bar in Collegetown. Pete had always thought a margarita bar would be successful with the Cornell student crowd, so he decided he would try to find a suitable space on Eddy Street. Levi had ridden a motorcycle in a gang since graduation and wanted to clean up his act and start a business. He thought that a tattoo and piercing parlor would be a big hit in Ithaca. Levi had patronized several tattoo parlors during his year on the road. He also made many contacts with extremely talented tattoo artists. To attract both Ithaca College and Cornell students, he rented a large storefront on the Commons where passersby could see the tattoo artists at work through large glass windows. Pete wasted no time getting his margarita bar started. In less than a week, he signed a lease with a Collegetown landlord of ill repute named Jason Fang. Pete told Fang that he intended to incorporate his business to operate the bar, but that he hadn't gotten around to doing it yet. Fang said "no problem Pete, just sign the lease in your name and when you get your corporation up and running, I'll be happy to add the corporation to the lease." Pleased to have found a good space so quickly, Pete immediately signed the lease, which called for $3,000 per month for five (5) years. He signed his own name, but put underneath his signature "Soon to be incorporated."Pete then prepared the articles of incorporation for delivery to the New York Secretary of State. He had intended to use an attorney to assist him in this process, but decided that the form looked simple enough, and so he decided to do it himself to avoid having to pay legal fees. He enclosed a check in the amount of $250.00. The name he chose for his corporation was "The Collegetown Tequila Corporation" doing business as the Collegetown Tequila Club. Pete immediately ordered business cards, letterhead and envelopes with the new name. He also started ordering furniture, fixtures and equipment for the bar. Not having enough cash to pay for everything in advance, Pete asked the restaurant supply company to extend him credit. By the end of his shopping spree, he had spent $150,000. He signed a promissory note agreeing to repay the $150,000 to the restaurant supply company after 3 months. He signed the Promissory Note as follows: "Peter Poblano, President of Collegetown Tequila Corporation." The representative of the restaurant supply company did not question the existence of the corporation, nor did he ask to see any corporate or financial documents. Pete then turned his attention to getting investors for his new business. He found two eager-but-gullible Hotel School professors Dave Sherwyn and Steve Carvell to invest. They each paid $25,000 in exchange for 25 shares ($1,000 per share). At the same time, Pete had the corporation issue 150 shares to himself. Thus, in total, the corporation issued a total of 200 shares. The three shareholders then held a meeting where they elected themselves as the three directors for the Board. They then held a board meeting and appointed Pete as President and Treasurer. Sherwyn was appointed as corporate Secretary.Pete then prepared the articles of incorporation for delivery to the New York Secretary of State. He had intended to use an attorney to assist him in this process, but decided that the form looked simple enough, and so he decided to do it himself to avoid having to pay legal fees. He enclosed a check in the amount of $250.00. The name he chose for his corporation was "The Collegetown Tequila Corporation" doing business as the Collegetown Tequila Club. Pete immediately ordered business cards, letterhead and envelopes with the new name. He also started ordering furniture, fixtures and equipment for the bar. Not having enough cash to pay for everything in advance, Pete asked the restaurant supply company to extend him credit. By the end of his shopping spree, he had spent $150,000. He signed a promissory note agreeing to repay the $150,000 to the restaurant supply company after 3 months. He signed the Promissory Note as follows: "Peter Poblano, President of Collegetown Tequila Corporation." The representative of the restaurant supply company did not question the existence of the corporation, nor did he ask to see any corporate or financial documents. Pete then turned his attention to getting investors for his new business. He found two eager-but-gullible Hotel School professors Dave Sherwyn and Steve Carvell to invest. They each paid $25,000 in exchange for 25 shares ($1,000 per share). At the same time, Pete had the corporation issue 150 shares to himself. Thus, in total, the corporation issued a total of 200 shares. The three shareholders then held a meeting where they elected themselves as the three directors for the Board. They then held a board meeting and appointed Pete as President and Treasurer. Sherwyn was appointed as corporate Secretary.A few days later, Pete finally received his liquor license and was ready to open for business. He decided to have his grand opening on the next Friday at happy hour and offer two-for-one margaritas. The same day, he received a letter from the New York Secretary of State. It thanked Pete for mailing the Articles of Incorporation, but it returned the $250 check because it was insufficient. The total amount owed was $252.50. The letter asked Pete to send the appropriate amount within 10 days. Pete immediately sent the check in and received his Certificate of Incorporation a week later. Pete's grand opening was a huge success. By the end of the weekend, Pete had sold out his entire inventory. He immediately ordered more inventory and prepared for a busy semester. Over the next two months, business flourished. The bar was always crowded and was raking in the cash. Sherwyn and Carvell visited the bar often and dreamed of all the profits they were going to make from their successful investment. Little did they know that Pete was squandering the bar's profits.A few days later, Pete finally received his liquor license and was ready to open for business. He decided to have his grand opening on the next Friday at happy hour and offer two-for-one margaritas. The same day, he received a letter from the New York Secretary of State. It thanked Pete for mailing the Articles of Incorporation, but it returned the $250 check because it was insufficient. The total amount owed was $252.50. The letter asked Pete to send the appropriate amount within 10 days. Pete immediately sent the check in and received his Certificate of Incorporation a week later. Pete's grand opening was a huge success. By the end of the weekend, Pete had sold out his entire inventory. He immediately ordered more inventory and prepared for a busy semester. Over the next two months, business flourished. The bar was always crowded and was raking in the cash. Sherwyn and Carvell visited the bar often and dreamed of all the profits they were going to make from their successful investment. Little did they know that Pete was squandering the bar's profits.Pete never opened a separate bank account for the bar. Instead, he deposited all the bar's revenues into his personal checking account and also paid the bar's expenses out of the same account. Unfortunately, Pete also used the money from his personal account to support a growing cocaine habit. Within two months, despite $300,000 in profits from the bar, Pete had spent all the money in his account and had no money to pay rent, order new inventory, or pay back the restaurant supply company. He went to Sherwyn and Carvell and asked if they would consider investing another $25,000 each. When Sherwyn and Carvell learned the truth, they were furious. Not only did they refuse to invest any more money, they immediately hired a lawyer to sue Pete. If things weren't bad enough, an underage student who had been drinking heavily at the bar, was walking home through Cascadilla gorge when he fell off the walkway into the gorge. He fractured his skull and broke both legs. He sued the bar for causing his injuries and obtained a judgment for $250,000. Unable to pay any of the corporation's debts, Pete was sued by Fang, the landlord, the restaurant supply company, and the injured student. Fang argued that Pete was personally liable for the rent because he individually signed the lease. In response, Pete argued that he could not be held personally liable once the corporation came into existence. The restaurant supply company argued that Pete was personally liable because he signed the promissory note before he got his certificate of incorporation. Finally, the injured student argued that Pete, Sherwyn and Carvell all should be personally liable for the student's judgment against the corporation because the corporation had no money to pay it. Finally, Sherwyn and Carvell sued Pete individually for his mismanagement of the corporation.Pete never opened a separate bank account for the bar. Instead, he deposited all the bar's revenues into his personal checking account and also paid the bar's expenses out of the same account. Unfortunately, Pete also used the money from his personal account to support a growing cocaine habit. Within two months, despite $300,000 in profits from the bar, Pete had spent all the money in his account and had no money to pay rent, order new inventory, or pay back the restaurant supply company. He went to Sherwyn and Carvell and asked if they would consider investing another $25,000 each. When Sherwyn and Carvell learned the truth, they were furious. Not only did they refuse to invest any more money, they immediately hired a lawyer to sue Pete. If things weren't bad enough, an underage student who had been drinking heavily at the bar, was walking home through Cascadilla gorge when he fell off the walkway into the gorge. He fractured his skull and broke both legs. He sued the bar for causing his injuries and obtained a judgment for $250,000. Unable to pay any of the corporation's debts, Pete was sued by Fang, the landlord, the restaurant supply company, and the injured student. Fang argued that Pete was personally liable for the rent because he individually signed the lease. In response, Pete argued that he could not be held personally liable once the corporation came into existence. The restaurant supply company argued that Pete was personally liable because he signed the promissory note before he got his certificate of incorporation. Finally, the injured student argued that Pete, Sherwyn and Carvell all should be personally liable for the student's judgment against the corporation because the corporation had no money to pay it. Finally, Sherwyn and Carvell sued Pete individually for his mismanagement of the corporation