Corp case study Essay Example | Topics and Well Written Essays - 500 words

Corp case study - Essay Examplet Darden, Doman & Stafford Associates (DDA) accepted the obligation of a corporation not yet formed and did not hold John Goodman as a responsible for(p) individual, as noted in the dissenting opinion (John A. Goodman 7).When it cannot be concluded by evidence that the parties to the take in charge other than the promoter, looked solely to the corporation and not to the promoter for performance of the contract, the promoter becomes liable for the preincorporation contract make by him. As such decision was passed against Goodman, making him liable under the preincorporation contract (John A. Goodman 3).As Goodman or the promoter in this case alleged that DDS agreed to look solely to the corporation, he will turn out the burden of proving the agreement. The release of the promoter depends on the intent of the party when the promoter depends on the agreement. However, Goodmans arguments that the damage in formation in the contract and warranties conta ined herein shall be construed to have been made between vendor and resultant corporation were in fact ambiguous as they did not expressly state active the release from personal liability of the promoter (John A. Goodman 5-6).While determining whether the trial courts decision was correct based on the evidence, the court found that the trial court gave its decision in upgrade of Goodman based on three considerations, which are 1) DDS knew the corporation did not exist 2) The fact that Doman was informed by Goodman about the formation of the corporation and 3) progress payments were made to the corporation. However, the above considerations are not dispositive in any(prenominal) way of the intent of DDS to hold Goodman personally liable. As such the evidence not being stiff to show the intent to release Goodman from his personal liability, he was held a party to the contract (John A. Goodman 6- 7).The decision concurs with the customary rule that a promoter is liable for a prei ncorporation contract made for the