Please answer question in this format

I. JUDGMENT

II LEGAL PRINCIPLE A ISSUE (Question of Law) B HOLDING (Answer of Law)

III REASONING A GENERAL ANALYSIS B APPLIED ANALYSIS

IV JUDGMENT

1. Robert Waddell decided to go into the construction business, and therefore, he signed the articles of incorporations for R. H. Waddell Construction Inc. as the incorporator on August 19, 1988. Unbeknown to Waddell, the articles were not filed by the secretary of state's office until December 9, 1988. On September 12, 1988, Waddell entered into a contract to construct a home for Robert Valiga and signed the contract on behalf of R. H. Waddell Construction. On February 11, 1989, Waddell received a letter from Valiga expressing dissatisfaction with the slow progress and the shocking cost of the completed construction, and three days later, Waddell quit as Valiga's contractor. Subsequently, Valiga sued Waddell and others claiming there was no corporation registered in the State of Tennessee named R. H. Waddell Construction when the contract was entered into on September 12, 1988. Is Waddell personally liable as a promoter for the construction contract signed in the name of R. H. Waddell Construction?

2. Pacific Coast Fisheries Corporation issued more than 5 percent of its public shares to Fujian Pelagic Fishery Group Company under the laws of the state of Washington. Fujian did not pay cash for the shares, instead issuing to Pacific Coast a promissory note committing it to pay in the future in the form of merchandise. Has Fujian paid a proper consideration for the shares?