BS Law Exam IIQ7 - the original contract. Another option...

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BS Law Exam II, Q 7 James Tilley BAA 3210 Jane applied for her certificate of incorporation to the state meanwhile conducting business on behalf of the art gallery. The gallery was not incorporated until the state issued the certificate of incorporation. Jane entered in to contract based upon her corporation before it was approved. Until the certificate is granted Jane is personally liable for the contract agreement unless the artist agrees to terminate. Once the certificate is approved it becomes liable on Jane’s contract only if she agrees to become bound by the contract. A novation is the artist entering into an agreement that Jane is still liable for
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Unformatted text preview: the original contract. Another option for Jane is to add an amendment to the original certificate. There are minimal requirements that must be in the certificate. If Jane stated in the certificate the artist will display their artwork and then it was approved then an amendment must be requested. An amendment must be lawful to the original certificate and the board of directors must adopt a resolution recommending the amendment. The shareholders must vote to approve the amendment....
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This note was uploaded on 10/24/2011 for the course LAW BB3210 taught by Professor Profsantiago during the Spring '11 term at Columbia Southern University, Orange Beach.

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