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Amy Is the Promoter of Wild Toad Corporation

Question 113

Multiple Choice

Amy is the promoter of Wild Toad Corporation.Before the corporation comes into existence,Amy leases office space for its headquarters.Amy signs the contract,"Amy,for Wild Toad Corporation." The corporation is formed,and all necessary filings are completed.Despite the corporation's formation,the board of directors never meets,and the corporation never conducts any business.Further,it does not move into the office space,and it makes no payments under the lease.The landlord demands that Amy pay for the office space.Amy refuses,and the landlord sues.What is the most likely outcome?


A) The landlord wins, because Amy is personally liable on the contract.
B) Amy wins, because the corporation is liable on the contract.
C) Amy wins because the contract is void, since the corporation never agreed to be bound by the terms of the contract.
D) Amy wins, because the office space was never occupied.
E) Amy wins, because promoters of corporations enjoy limited liability.

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