Legal Question in Business Law in Florida

Re: Contracts

If the corporation ratified the contract, either formally or by its actions, then it is binding. My guess is that both parties probably knew the corporation was to be formed and that it was a new corporate entity.

Re: Contracts

In addition to the remarks by Mr. Rosenfeld; those signing the contract as incorporators, or otherwise under the name of a corporation to be formed, remain liable under a presumably valid contract. I say presumably valid because I am assuming there are no defecets to its formation. Therefore, the contract remains valid, but the parties responsible to it may vary depending on the situation. As Mr. Rosenfeld stated, if the corporation ratified the contract, it assumes liability and the rights under the contract. Otherwise, the incorporators or the name of the person who signed under the corporation remains liable for the duties thereunder.