1
Q
Promoters
A
Persons acting on behalf of not yet formed corp
Liable on pre-incorp contracts until NOVATION
2
Q
Pre-Incorporation Contracts after formation - how does liability shift?
A
Take on liability of K through ADOPTION
Can be by express board resolution
Or
Implied ratification through knowledge/accepting benefits
3
Q
NOVATION
A
Agreement between
Promoter
Corp
Third party contracting
Corporations replace promoters and release them from liability
