Pre-Incorporation

Question 1

Promoters

Answer 1

Persons acting on behalf of not yet formed corp

Liable on pre-incorp contracts until NOVATION

Question 2

Pre-Incorporation Contracts after formation - how does liability shift?

Answer 2

Take on liability of K through ADOPTION

Can be by express board resolution
Or
Implied ratification through knowledge/accepting benefits

Question 3

NOVATION

Answer 3

Agreement between

Promoter
Corp
Third party contracting

Corporations replace promoters and release them from liability