Question B

Fact Pattern B: A contract for construction of a 156 foot supply vessel for the price of $1,350,000.00 was formed and it specified that it was "between Camcraft (the builder) and Southern-Gulf Marine (the buyer), a corporation organized by virtue of the laws of Texas, appearing through D.W. Barrett, its President." The contract was signed by Mr.Dudley Bowman, as President of Camcraft, Inc., and by Mr. DW. Barrett, both individually and as President of Southern-Gulf Marine Co. At the time that the contract was signed, Southern-Gulf Marine was not incorporated. However, D.W. Barrett subsequently incorporated Southern-Gulf in the Cayman Islands of the West British Indies.

Part One:Refer to Fact Pattern B, above. Assume that, after incorporation, the Board of Directors of Southern-Gulf passed a resolution to ratify, confirm, and adopt the aforesaid agreements. Further assume that Southern-Gulf defaulted on its obligation to make payments under the contract shortly thereafter. If Camcraft decides to sue on the contract, what result?

Part Two:Refer to Fact Pattern B, above (but disregard the information in Part One, above.)Assume that, after incorporation, the Board of Directors of Southern-Gulf passed a resolution to ratify, confirm, and adopt the aforesaid agreements. Further assume that the President of Camcraft was notified about the Southern-Gulf Board'sratification and about the change in Southern-Gulf's state of incorporation from Texas to the Cayman Islands and signed a document indicating his acceptance. Also assume that Camcraft defaulted on its obligations under the contract and refused to complete construction of the vessel (the cost of completion was much higher than the$1.35 million contract price). If Southern-Gulf sues, what result?

Question C

Fact Pattern C:Joni was the sole shareholder in Paradise Corporation and she was also the sole member of the Board of Directors and the President. Paradise Corporation owned a big yellow taxi cab, which was operated by Leonard, an employee of Paradise Corporation. Paradise Corporation purchased the minimum insurance required by the state and maintained a bank account with an average balance of approximately$10,000.00. Joni was also the sole shareholder in 9 other corporations similarly organized and operating in the same city. One day, while pulling out of a recently paved parking lot, Leonard had an accident and a passenger in the cab, Bob, was injured. It was determined that Leonard had been negligent and Bob sued both Leonard, Paradise Corporation, and Joni, individually.

Refer to Fact Pattern C. Will Bob's suit against Joni be successful?Other than a lawsuit against Joni, personally, is there any other legal theory that would allow Bob to recover against the assets of all 10 corporations?