Promoter Liability
Business Associations · Lesson 12
Promoter Liability
這一課問的是：發起人是否對成立前合約個人負責？
ActorActObjectStandardConsequence
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
promoter
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Person who arranges for corporate formation and contracts pre-incorporation.
發起人。
pre-incorporation contract
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Contract entered before corporation legally exists.
成立前合約。
automatic personal liability
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Promoter personally bound on pre-incorporation contracts.
自動個人責任。
adoption
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Corporation may adopt and assume the contract after formation.
採納。
novation
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Corporation substitutes for promoter; promoter released.
債務代位。
Rule Sentence · the workhorse
A promoter who enters into a contract on behalf of a corporation not yet formed is personally liable on the contract; the corporation, once formed, may adopt the contract by manifesting intent, but the promoter remains liable absent novation.
Mini IRAC · build the Application
Issue. Is P, a promoter, personally liable on a lease signed "on behalf of XYZ Corp., a corporation to be formed," when the corporation later refuses to honor the lease?
Rule. A promoter is personally liable on pre-incorporation contracts unless released by novation, even when contracting on behalf of an unformed corporation.
Application (model). P signed the lease on behalf of XYZ Corp. "to be formed"; the corporation was later formed but refused to perform. Because promoters are personally liable on pre-incorporation contracts absent novation, the fact that P signed before the corporation existed and no novation has occurred means P remains personally liable.
Pick the right element for each blank:
g1.
g2.
Conclusion. Therefore, P is personally liable on the lease.
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: