Dennis is a promoter for the soon-to-be-incorporated firm of eBroadcast Sports, Inc Dennis signs a contract with Fitz &Geraldo, Accountants, to render their services before eBroadcast Sportsis incorporated and for one year after the in-corporation
eBroadcast Sportsis incorporated. Three months later, after Fitz &Geraldohas continued performing under the contract, the eBroadcast Sportsboard of directors tells the accountants that it is canceling their con¬tract. Fitz &Geraldofiles a suit against Dennis and eBroadcast Sports, alleging breach of contract. Will Fitz & Geraldoprevail?
Yes. Fitz & Geraldowill succeed in its suit against Dennis and eBroadcast Sports, both of whom are liable under the contract.
Unless the parties agree to the contrary, a promoter is personally liable on con¬tracts that he or she enters into on behalf of a yet-to-be-incorporated corporation. Similarly, unless the corporation agrees to a different ar-rangement, when it accepts performance under a preincorporation con¬tract, it im¬pliedly adopts that contract and will be liable under that con¬tract for a breach.
In other words, by accepting performance for three months after incorporation, eBroadcast Sportsimpliedly ratified Dennis's contract with Fitz & Geraldo. Dennis is liable because there was no agreement to the contrary be-tween the parties.
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