CORPORATIONS - PREINCORPORATION CONTRACTS OF PROMOTERS AND INCORPORATORS - EFFECT OF STATUTE ON PERSONAL LIABILITY OF INCORPORATORS

Authors

Roy L. Rogers, University of Michigan Law School

Abstract

It seems difficult to draw such a conclusion directly from the terms of the statute. Indeed, the section is not very definite as to the liability either of the incorporators or of the corporation on contracts of the designated class. However, in Hart Potato Growers' Association v. Grenier, it was intimated that this section made the corporation liable upon the contracts of the incorporators immediately upon incorporation. Toward this conclusion certain provisions of the section are rather persuasive. The clause providing that all property held by the incorporators for the benefit of the corporation shall be deemed to be the property of the corporation is mandatory and contemplates, apparently, no action by the corporation. Further, the limitation of the class of contracts designated by the statute to those made by the incorporators alone, and made expressly for or on behalf of the corporation, is surely not inconsistent with a legislative intention to bind the corporation. In fact, the section suggests, though somewhat vaguely, that an agency concept is at the basis of the statute.

Recommended Citation

Roy L. Rogers, CORPORATIONS - PREINCORPORATION CONTRACTS OF PROMOTERS AND INCORPORATORS - EFFECT OF STATUTE ON PERSONAL LIABILITY OF INCORPORATORS, 38 Mich. L. Rev. 1266 (1940).
Available at: https://repository.law.umich.edu/mlr/vol38/iss8/7