You and your best friend decide to start a custom home cleaning service on Long Island. You

both agree that you and your friend will both be responsible for managing and running the

business. After getting advice and help from an accountant and attomey you know, you and your

friend agree to be equal shareholders and co$-$Presidents of the company.

On August $10$th$,$ your friend mailed to the New York Secretary of State a document titled

"Articles of Incorporation" in accordance with New York's Business Corporation Law. The

document included the name of your corporation, Spotless Cleaners, Inc., the name and address

of your registered agent, and your friend's name and address $($as incorporator$).$ Your friend

signed the document and included a check to cover the filing fee.

On August $11$th$,$ your friend, assuming that the articles of incorporation had been correctly filed,

formed a written one$-$year employment contract with Stephanie, who is hired to help with the

cleaning and also to go door$-$to$-$door with advertising flyers. Your friend signed the employment

contract as "President, Spotless Cleaners, Inc." and Stephanie signed immediately below.

Stephanie began working the next day, and the first of several orders was received on August

$18$ th from different homeowners.

On August $30$th$,$ your friend received a letter from the New York Secretary of State's office

retuming the articles of incorporation and the check. The letter stated that the articles, although

received on August $15$ th$,$ had not been filed because they failed to include the number of

authorized shares of Spotless Cleaners, Inc.

On receiving this letter, your friend immediately revised the articles by adding the number of

authorized shares. On September $5$th$,$ your friend mailed back the revised articles to the

Secretary of State's office, along with another check to cover the filing fee.

Also on September $5$th$,$ on the way to a small house cleaning, Stephanie rear ends another car

while approaching a stop light. This caused a chain reaction with one other car colliding with

another car, injuring those two drivers seriously.

The revised articles of incorporation were received and filed by the Secretary of State's office on

September $10$th

Three months later, Spotless Cleaners, Inc. went out of business and Stephanie's employment

was terminated.

a$)$ When did Spotless Cleaners, Inc. come into existence? Explain fully.

b$)$ Who, if anyone, is liable to Stephanie on the employment contract? Explain

fully.

c$)$ Who, if anyone, is liable to the injured drivers? Explain fully.