+
Related Flashcards
Related Topics
Cards In This Set
| Front | Back |
|
Promotor
|
A person who, acting alone or in conjunction with one or more persons directly or indirectly takes intiative in founding and organizing the business - owes fiduciary duty
|
|
Default Rule of Promotors
|
A promotor is personally liable on a pre-incorporation K absent a contrary intent
|
|
Executed in the name of promotor
|
Promotor is personally liable
|
|
Executed in name of non-yet formed corp and NO notice
|
If fail to disclose fact to other party, promoter is liable
|
|
Sign on behalf of corporation not yet formed and notice
|
If full disclosure to other party to K, promoter may not be necessarily liable - courts look to intent of parties
|
|
How to avoid promotor liability
|
-corporation ratifies or accepts the conduct incurred by promotor
-corp accepts a benefit and estopped from denying liability -corp waives liability from the promotor for pre-incorp liability |
|
De Jure corp
|
Legal corp comes into existence when the certificate of incorp is issued
|
|
De facto corp
|
A corporation arising from the good faith effort to comply with the statutory requirements to establish crop
|
|
Corporation by Estoppel
|
Cannot be used as a sword
- they knew, can be used as a defense |
